Coupa Software Reports Fourth Quarter & Full Year Fiscal 2020 Financial Results

SAN MATEO, Calif., March 16, 2020 /PRNewswire/ -- Coupa Software (NASDAQ: COUP) today announced financial results for its fourth quarter and fiscal year ended January 31, 2020.

"Coupa's uniquely comprehensive Business Spend Management platform delivers value and savings to our customers by providing visibility, compliance, control and automation," said Rob Bernshteyn, chairman and chief executive officer at Coupa. "Our record annual revenue of $390 million and quarterly revenue of $111 million, along with record operating and free cash flow performance are just a few of the financial results that reflect the real, measurable value being unlocked by members of our global Coupa community."

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

Fourth Quarter Results

    --  Total revenues were $111.5 million, an increase of 49% compared to the
        same period last year. Subscription revenues were $98.6 million, an
        increase of 46% compared to the same period last year.
    --  GAAP operating loss was $15.9 million, compared to a loss of $14.7
        million for the same period last year. Non-GAAP operating income was
        $13.3 million, compared to income of $2.4 million for the same period
        last year.
    --  GAAP net loss was $24.1 million, compared to a loss of $16.6 million for
        the same period last year. GAAP net loss per basic and diluted share was
        $0.38, compared to a loss of $0.28 for the same period last year.
        Non-GAAP net income was $15.0 million, compared to $3.4 million for the
        same period last year. Non-GAAP net income per diluted share was $0.21,
        compared to $0.05 for the same period last year.
    --  Operating cash flows and free cash flows were positive $22.3 million and
        $20.2 million, respectively, for the quarter ended January 31, 2020.

Fiscal Year 2020 Results

    --  Total revenues were $389.7 million, an increase of 50% from the previous
        year. Subscription revenues were $345.3 million, an increase of 48% from
        the previous year.
    --  GAAP operating loss was $73.4 million, compared to a loss of $47.4
        million for the previous year. Non-GAAP operating income was $31.9
        million, compared to income of $12.5 million for the previous year.
    --  GAAP net loss was $90.8 million, compared to a loss of $55.5 million for
        the previous year. GAAP net loss per basic and diluted share was $1.45,
        compared to a loss of $0.96 for the previous year. Non-GAAP net income
        was $36.6 million, compared to $11.6 million for the previous year.
        Non-GAAP net income per diluted share was $0.52, compared to $0.18 for
        the previous year.
    --  Operating cash flows and free cash flows for the year ended January 31,
        2020, were $68.2 million and $56.2 million, respectively.

Business Outlook:

The following forward-looking statements reflect Coupa's expectations as of March 16, 2020.

First quarter of fiscal 2021:

    --  Total revenues are expected to be between $111.5 and $112.5 million.
    --  Subscription revenues are expected to be between $101.5 and $102.5
        million.
    --  Professional services and other revenues are expected to be
        approximately $10.0 million.
    --  Non-GAAP income from operations is expected to be between $4.0 and $5.5
        million.
    --  Non-GAAP net income per diluted share is expected to be between $0.06
        and $0.08 per share.
    --  Diluted weighted average share count is expected to be 72.5 million
        shares.

Full year fiscal 2021:

    --  Total revenues are expected to be between $488.0 and $490.0 million.
    --  Non-GAAP income from operations is expected to be between $21.0 and
        $23.0 million.
    --  Non-GAAP net income per diluted share is expected to be between $0.30
        and $0.33 per share.
    --  Diluted weighted average share count is expected to be 73.5 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, gains/losses on early conversion of convertible notes, 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 Q4, including
        the following: American Signature, Ascend Performance Materials,
        AstraZeneca, Blue Sphere Singapore, Brex Inc., Centre for Neuro Skills,
        Event Hospitality and Entertainment, Fox Corporation, Grupo Planeta,
        John Lewis Partnership, Lagardere Services Asia Pacific, Lightspeed HQ,
        Lucid Energy Group, NFI Industries, Orangetheory Fitness, ProPetro
        Holding, Quilter, Renewi, Rituals Cosmetics, SEEK, Shinsei Bank,
        Skyservice Business Aviation, SOK S Group, Sterilite, The Core
        Institute, The University of Texas System, Three Ireland, Watco
        Companies and Wintershall Dea.
    --  Selected to digitally transform BMW Group's business spend management
        processes.
    --  Named a leader in The Forrester Wave(TM): eProcurement Platforms, Q4
        2019, receiving the highest scores possible in 15 criteria, including:
        Market approach, Technology robustness, Supplier integration, Spend
        optimization, Roadmap and planned enhancements and Partner ecosystem.
    --  Acquired travel optimization leader Yapta to deliver more value across
        Business Spend Management by empowering companies to achieve greater
        savings in Travel and Expense.

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 4766356.
    --  International parties can access the call by dialing +1 (330) 871-6073,
        using conference code 4766356.

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, March 23, 2020. To access the replay, parties in the U.S. and Canada should call (855) 859-2056 and enter conference code 4766356. International parties should call +1 (404) 537-3406 and enter conference code 4766356.

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 the uncertain impact of the global coronavirus pandemic, 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 December 3, 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 March 16, 2020. 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


                                   
            
              CONSOLIDATED STATEMENTS OF OPERATIONS


                                       
            (in thousands, except per share amounts)


                                                     
            (unaudited)




                                                                              Three Months Ended                    Year Ended


                                                                              January 31,                    January 31,



                                                                2020                       2019         2020                       2019




     
              Revenues:



     Subscription                                           $98,647                    $67,529     $345,261                   $233,428



     Professional services and other                         12,805                      7,379       44,458                     26,938




     Total revenues                                         111,452                     74,908      389,719                    260,366



     
              Cost of revenues:



     Subscription                                            26,235                     16,216       89,452                     53,153



     Professional services and other                         13,868                      8,809       49,764                     30,301




     Total cost of revenues                                  40,103                     25,025      139,216                     83,454




     Gross profit                                            71,349                     49,883      250,503                    176,912




     
              Operating expenses:



     Research and development                                25,251                     18,915       93,089                     61,608



     Sales and marketing                                     42,641                     28,797      155,216                    105,659



     General and administrative                              19,326                     16,920       75,623                     57,005




     Total operating expenses                                87,218                     64,632      323,928                    224,272




     Loss from operations                                  (15,869)                  (14,749)    (73,425)                  (47,360)



     Interest expense                                      (12,784)                   (3,242)    (37,658)                  (12,518)



     Interest income and other, net                           2,837                      2,255        9,316                      3,817



      Loss before provision for (benefit from)
       income taxes                                         (25,816)                  (15,736)   (101,767)                  (56,061)


      Provision for (benefit from) income taxes              (1,763)                       835     (10,935)                     (537)




     
              Net loss                                  $(24,053)                 $(16,571)   $(90,832)                 $(55,524)



      Net loss per share attributable to common
       stockholders, basic and diluted                       $(0.38)                   $(0.28)     $(1.45)                   $(0.96)



      Weighted-average number of shares used in
       computing net loss per share attributable
       to common stockholders, basic and diluted              63,999                     59,752       62,484                     57,716


                                                   
              
                COUPA SOFTWARE INCORPORATED


                                                   
              
                CONSOLIDATED BALANCE SHEETS


                                                   
              (in thousands, except per share amounts)


                                                                  
              (unaudited)




                                                                                                       January 31, January 31,


                                                                                                              2020         2019




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                           $268,045     $141,250



     Marketable securities                                                                                499,160      180,169



     Accounts receivable, net of allowances                                                               118,508       95,274



     Prepaid expenses and other current assets                                                             31,636       10,343



     Deferred commissions, current portion                                                                 11,982        7,324




     Total current assets                                                                                 929,331      434,360



     Property and equipment, net                                                                           18,802       10,549



     Deferred commissions, net of current portion                                                          30,921       18,904



     Goodwill                                                                                             442,112      209,560



     Intangible assets, net                                                                               128,660       55,925



     Operating lease right-of-use assets                                                                   32,026



     Other assets                                                                                          14,399       10,766



     Total assets                                                                                      $1,596,251     $740,064



                   Liabilities, Temporary Equity and Stockholders' Equity



     Current liabilities:



     Accounts payable                                                                                      $3,517       $5,485



     Accrued expenses and other current liabilities                                                        54,245       41,792



     Deferred revenue, current portion                                                                    257,692      179,967



     Current portion of convertible senior notes, net                                                     187,115      174,615



     Operating lease liabilities, current portion                                                           8,199




     Total current liabilities                                                                            510,768      401,859



     Convertible senior notes, net                                                                        562,612



     Deferred revenue, net of current portion                                                               4,091        2,620



     Operating lease liabilities, net of current portion                                                   25,490



     Other liabilities                                                                                     30,798       22,304



     Total liabilities                                                                                  1,133,759      426,783




     Temporary equity                                                                                      16,835



     Stockholders' equity:



     Preferred stock, $0.0001 par value per share



     Common stock, $0.0001 par value per share                                                                  7            6



     Additional paid-in capital                                                                           790,468      567,797



     Accumulated other comprehensive income                                                                   871          335



     Accumulated deficit                                                                                (345,689)   (254,857)




     Total stockholders' equity                                                                           445,657      313,281


      Total liabilities, temporary equity and stockholders' equity                                      $1,596,251     $740,064


                                          
              
                COUPA SOFTWARE INCORPORATED


                                     
              
                CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                       
              (in thousands)


                                                         
              (unaudited)




                                                                                        Year Ended


                                                                                        January 31,



                                                                                               2020       2019



                   Cash flows from operating activities



     Net loss                                                                            $(90,832) $(55,524)


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



     Depreciation and amortization                                                          28,553     10,442


      Accretion of discounts on marketable
       securities, net                                                                          325    (1,621)


      Amortization of deferred commissions                                                    9,556      5,791


      Amortization of debt discount and issuance
       costs                                                                                 35,922     11,605



     Stock-based compensation                                                               81,376     52,945



     Other                                                                                 (1,381)       282


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



     Accounts receivable                                                                  (11,154)  (28,493)


      Prepaid expenses and other current assets                                            (16,374)       410



     Other assets                                                                            2,963    (3,402)



     Deferred commissions                                                                 (26,231)  (15,332)



     Accounts payable                                                                      (3,720)     3,182


      Accrued expenses and other liabilities                                               (14,520)    11,399



     Deferred revenue                                                                       73,673     45,752


                   Net cash provided by operating activities                                 68,156     37,436



                   Cash flows from investing activities


      Purchases of marketable securities                                                  (583,151) (302,922)


      Maturities of marketable securities                                                    66,363    124,139



     Sales of marketable securities                                                        199,314


      Acquisitions, net of cash acquired                                                  (308,406) (143,885)


      Purchases of property and equipment                                                  (11,970)   (7,528)


                   Net cash used in investing activities                                  (637,850) (330,196)



                   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                                                                               17,781     12,964


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


                   Net cash provided by financing activities                                696,655     21,103



      Net increase (decrease) in cash, cash
       equivalents, and restricted cash                                                     126,961  (271,657)


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


      Cash, cash equivalents, and restricted
       cash at end of period                                                               $268,280   $141,319





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



     Cash and cash equivalents                                                             268,045    141,250


      Restricted cash included in other assets
       and prepaid expenses and other current
       assets                                                                                   235         69


                   Total cash, cash equivalents, and
                    restricted cash                                                        $268,280   $141,319


                                                                                      
            
                 COUPA SOFTWARE INCORPORATED


                                                                              
         
               Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                                  
            
                 Three Months Ended January 31, 2020


                                                                                
           (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              $26,235                     $(1,937)                                        $(5,707)                                  
              $          -         
           $          -          $18,591


      Costs of professional
       services and other                 13,868                      (2,192)                                           (200)                                                                                                 11,476



     Gross profit                         64.0%                        3.7%                                            5.3%                                                     0.0%                         0.0%            73.0%




      Research and development            25,251                      (5,519)                                                                                                                                                 19,732


      Sales and marketing                 42,641                      (6,318)                                         (1,992)                                                                                                 34,331


      General and administrative          19,326                      (5,342)                                                                                                                                                 13,984


      Income (loss) from operations     (15,869)                      21,308                                            7,899                                                                                                  13,338



     Operating margin                    -14.2%                       19.1%                                            7.1%                                                     0.0%                         0.0%            12.0%





     Interest expense                  (12,784)                                                                                                                               12,572                                          (212)


      Interest income and other,
       net                                 2,837                                                                                                                                                                               2,837


      Income (loss) before
       provision for (benefit from)
       income taxes                     (25,816)                      21,308                                            7,899                                                    12,572                                         15,963


      Provision for (benefit from)
       income taxes                      (1,763)                         531                                            (135)                                                                                 2,331               964



     Net income (loss)                 (24,053)                      20,777                                            8,034                                                    12,572                       (2,331)           14,999




      Net income (loss) per share
       attributable to common
       stockholders, basic (1)           $(0.38)                                                                                                                                                                              $0.23


      Net income (loss) per share
       attributable to common
       stockholders, diluted (1)         $(0.38)                                                                                                                                                                              $0.21



               (1) GAAP net loss per share is
                calculated based upon 63,999
                basic and diluted weighted-
                average shares of common
                stock. Non-GAAP net income
                per share is calculated based
                upon 63,999 basic and 72,235
                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 valuation
                allowances against deferred
                tax assets.


                                                                                      
            
                 COUPA SOFTWARE INCORPORATED


                                                                              
         
               Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                                  
            
                 Three Months Ended January 31, 2019


                                                                                
           (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
       services                          $16,216                     $(1,209)                                        $(2,009)                                 
              $           -         
           $          -          $12,998


      Costs of professional
       services and other                  8,809                      (1,183)                                                                                                                                                  7,626



     Gross profit                         66.6%                        3.2%                                            2.7%                                                     0.0%                         0.0%            72.5%




      Research and development            18,915                      (3,290)                                                                                                                                                 15,625


      Sales and marketing                 28,797                      (4,054)                                           (841)                                                                                                 23,902


      General and administrative          16,920                      (4,520)                                                                                                                                                 12,400


      Income (loss) from operations     (14,749)                      14,256                                            2,850                                                                                                   2,357



     Operating margin                    -19.7%                       19.0%                                            3.8%                                                     0.0%                         0.0%             3.1%





     Interest expense                   (3,242)                                                                                                                                3,010                                          (232)


      Interest income and other,
       net                                 2,255                                                                                                                                                                               2,255


      Income (loss) before
       provision for income taxes       (15,736)                      14,256                                            2,850                                                     3,010                                          4,380


      Provision for income taxes             835                          220                                             (85)                                                                                    48             1,018



     Net income (loss)                 (16,571)                      14,036                                            2,935                                                     3,010                          (48)            3,362




      Net income (loss) per share
       attributable to common
       stockholders, basic (1)           $(0.28)                                                                                                                                                                              $0.06


      Net income (loss) per share
       attributable to common
       stockholders, diluted (1)         $(0.28)                                                                                                                                                                              $0.05



               (1) GAAP net loss per share is
                calculated based upon 59,752
                basic and diluted weighted-
                average shares of common
                stock. Non-GAAP net income
                per share is calculated based
                upon 59,752 basic and 66,482
                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.  Please note that the
                Company began reflecting the
                anti-dilutive impact of the
                capped call transactions
                entered into in connection
                with the convertible notes in
                its calculation of diluted
                weighted-average shares of
                common stock to determine non-
                GAAP net income per share
                beginning with the quarter
                ended January 31, 2019. The
                effect of this change is not
                material for any period
                previously presented.




               (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


                                                                                   
         
                 Year Ended January 31, 2020


                                                                                   
          (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               $89,452                     $(6,982)                                   $(17,242)                                 
              $         -         
           $         -          $65,228


      Costs of professional
       services and other                  49,764                      (7,773)                                       (400)                                                                                              41,591



     Gross profit                          64.3%                        3.8%                                        4.5%                                                   0.0%                        0.0%            72.6%




      Research and development             93,089                     (20,159)                                                                                                                                          72,930


      Sales and marketing                 155,216                     (23,352)                                     (6,334)                                                                                             125,530


      General and administrative           75,623                     (23,110)                                                                                                                                          52,513


      Income (loss) from operations      (73,425)                      81,376                                       23,976                                                                                               31,927



     Operating margin                     -18.8%                       20.9%                                        6.2%                                                   0.0%                        0.0%             8.2%





     Interest expense                   (37,658)                                                                                                                         35,922                                       (1,736)


      Interest income and other,
       net                                  9,316                                                                                                                                                                        9,316


      Income (loss) before
       provision for (benefit from)
       income taxes                     (101,767)                      81,376                                       23,976                                                  35,922                                        39,507


      Provision for (benefit from)
       income taxes                      (10,935)                       2,328                                        (504)                                                                             12,002             2,891



     Net income (loss)                  (90,832)                      79,048                                       24,480                                                  35,922                     (12,002)           36,616




      Net income (loss) per share
       attributable to common
       stockholders, basic (1)            $(1.45)                                                                                                                                                                       $0.59


      Net income (loss) per share
       attributable to common
       stockholders, diluted (1)          $(1.45)                                                                                                                                                                       $0.52



               (1) GAAP net loss per share is
                calculated based upon 62,484
                basic and diluted weighted-
                average shares of common
                stock. Non-GAAP net income
                per share is calculated based
                upon 62,484 basic and 69,933
                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 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 valuation
                allowances against deferred
                tax assets.


                                                                             
         
                 COUPA SOFTWARE INCORPORATED


                                                                         
     
            Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                             
         
                 Year Ended January 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
       services                     $53,153                     $(4,285)                                $(5,045)                                   
              $         -         
           $         -          $43,823


      Costs of professional
       services and other            30,301                      (4,269)                                                                                                                                        26,032



     Gross profit                    67.9%                        3.3%                                    1.9%                                                     0.0%                        0.0%            73.2%




      Research and development       61,608                     (11,841)                                                                                                                                        49,767


      Sales and marketing           105,659                     (14,786)                                 (1,835)                                                                                                89,038


      General and
       administrative                57,005                     (17,765)                                                                                                                                        39,240


      Income (loss) from
       operations                  (47,360)                      52,946                                    6,880                                                                                                 12,466


      Operating margin               -18.2%                       20.3%                                    2.6%                                                     0.0%                        0.0%             4.8%




      Interest expense             (12,518)                                                                                                                       11,605                                         (913)


      Interest income and
       other, net                     3,817                                                                                                                                                                      3,817


      Income (loss) before
       provision for (benefit
       from) income taxes          (56,061)                      52,946                                    6,880                                                    11,605                                        15,370


      Provision for (benefit
       from) income taxes             (537)                       1,142                                        8                                                                                 3,174             3,787


      Net income (loss)            (55,524)                      51,804                                    6,872                                                    11,605                      (3,174)           11,583




      Net income (loss) per
       share attributable to
       common stockholders,
       basic (1)                    $(0.96)                                                                                                                                                                     $0.20


      Net income (loss) per
       share attributable to
       common stockholders,
       diluted (1)                  $(0.96)                                                                                                                                                                     $0.18



               (1) GAAP net loss per share is
                calculated based upon 57,716
                basic and diluted weighted-
                average shares of common
                stock. Non-GAAP net income
                per share is calculated based
                upon 57,716 basic and 64,065
                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. Please note that the
                Company began reflecting the
                anti-dilutive impact of the
                capped call transactions
                entered into in connection
                with the convertible notes in
                its calculation of diluted
                weighted-average shares of
                common stock to determine non-
                GAAP net income per share
                beginning with the quarter
                ended January 31, 2019. The
                effect of this change is not
                material for any period
                previously presented.




               (2) Other expenses consists of
                the release of valuation
                allowances 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                          Year Ended


                                                                    January 31,                          January 31,



                                                  2020                   2019                    2020       2019



        Net cash provided by
         operating activities                  $22,279                 $9,473                 $68,156    $37,436


        Less: purchases of property
         and equipment                         (2,108)               (2,658)               (11,970)   (7,528)




       Free cash flows                        $20,171                 $6,815                 $56,186    $29,908

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