Coupa Software Reports Second Quarter Fiscal 2021 Financial Results

SAN MATEO, Calif., Sept. 8, 2020 /PRNewswire/ -- Coupa Software (NASDAQ: COUP) today announced financial results for its second fiscal quarter ended July 31, 2020.

"Our strong financial results for the second quarter underscore the importance our customers place on business resilience and the value that Coupa is delivering to their organizations, especially amid the everchanging macroeconomic environment," said Rob Bernshteyn, chairman and chief executive officer at Coupa. "We were proud to deliver record revenues and adjusted free cash flows during the quarter. We also reached a new financial milestone, generating $100 million in adjusted free cash flows over the trailing twelve months, while continuing to assertively invest in our long-term success."

Second Quarter Results:

    --  Total revenues were $125.9 million, an increase of 32% compared to the
        same period last year. Subscription revenues were $111.6 million, an
        increase of 34% compared to the same period last year.
    --  GAAP operating loss was $31.9 million, compared to a GAAP operating loss
        of $22.8 million for the same period last year. Non-GAAP operating
        income was $12.3 million, compared to a non-GAAP operating income of
        $4.8 million for the same period last year.
    --  GAAP net loss was $43.1 million, compared to a GAAP net loss of $20.0
        million for the same period last year. GAAP net loss per basic and
        diluted share was $0.64 which includes an unfavorable $0.12 impact from
        the issuance of the 2026 Notes, compared to a GAAP net loss per basic
        and diluted share of $0.32 for the same period last year. Non-GAAP net
        income was $15.2 million, compared to a non-GAAP net income of $5.3
        million for the same period last year. Non-GAAP net income per diluted
        share was $0.21, compared to non-GAAP net income per diluted share of
        $0.07 for the same period last year.
    --  Operating cash flows and adjusted free cash flows were positive $23.4
        million and $35.7 million, respectively.

See the section titled "Non-GAAP Financial Measures" and the reconciliation tables below for important information regarding the non-GAAP measures used by Coupa.

Business Outlook:

The following forward-looking statements reflect Coupa's expectations as of September 8, 2020.

Third quarter of fiscal 2021:

    --  Total revenues are expected to be $123.0 to $124.0 million.
    --  Subscription revenues are expected to be $112.0 to $113.0 million.
    --  Professional services and other revenues are expected to be
        approximately $11.0 million.
    --  Non-GAAP income from operations is expected to be $4.5 to $5.0 million.
    --  Non-GAAP net income per diluted share is expected to be $0.02 to $0.03
        per share.
    --  Diluted weighted average share count is expected to be approximately
        74.0 million shares.

Full year fiscal 2021:

    --  Total revenues are expected to be $496.5 to $498.5 million.
    --  Non-GAAP income from operations is expected to be $33.5 to $35.5
        million.
    --  Non-GAAP net income per diluted share is expected to be $0.43 to $0.45
        per share.
    --  Diluted weighted average share count is expected to be approximately
        73.0 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 stock-based compensation expenses, amortization of acquired intangible assets, the change in fair value of contingent consideration related to acquisition earnout payments, amortization of debt discount and issuance costs, gain or loss on conversion of convertible senior 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 Q2, including
        the following: 14 West, 2u, ACV Environmental Services, Benson Hill,
        Canfor Corporation, CECO Environmental Corporation, Confluent Inc.,
        Conseil 2.0, CSC ServiceWorks, Cycle and Carriage Industries, Delly's,
        Engen Petroleum, Florida Home-Improvement Associates, GAF Materials,
        HammondCare, M. Dias Branco S.A. Ind Com de Alimentos, OneMain Financial
        Holdings, SalesLoft, Samancor Chrome, Schaeffler, Sekisui Chemical,
        Shorelight Education, Strategic Education, Südwestdeutsche
        Medienholding, Toyota Finance Australia, Welltok, and Westpac Banking.
    --  Closed an offering of $1.38 billion in convertible senior notes due
        2026.
    --  Acquired Treasury Management leader, BELLIN Group.
    --  Introduced product innovations that provide customers with increased
        spend visibility, help them mitigate supply chain risk and increase
        business agility to adapt to change.
    --  Cited as a leader in the Forrester Wave: Supplier Risk and Performance
        Management Platforms, Q3 2020, receiving the top score in the
        performance management criterion and the highest score possible in the
        corporate strategy criterion.

Conference Call Information:

Coupa will host a conference call and live webcast for analysts and investors at 4:30 p.m. Eastern time today.

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.

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, including non-GAAP operating profit, non-GAAP net profit and adjusted free cash flows. Coupa believes these non-GAAP measures are useful in evaluating its operating performance and regularly reviews these measures as it evaluates its business.

Non-GAAP operating profit and non-GAAP net profit exclude certain items, including stock-based compensation expenses, amortization of acquired intangible assets, the change in fair value of contingent consideration related to acquisition earnout payments, amortization of debt discount and issuance costs, gain on conversion of convertible senior 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. Adjusted free cash flows is defined as net cash provided by operating activities less purchases of property and equipment plus repayments of convertible senior notes attributable to debt discount. Coupa has the ability to settle obligations related to this excluded item through the use of cash, shares of its common stock, or a combination of both, at its election.

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 believes that adjusted free cash flows also provides a useful measure of the company's capital strength and liquidity, although it is not intended and should not be viewed as the amount of residual cash flow available for discretionary expenditures.

Coupa uses these non-GAAP measures in conjunction with GAAP measures as part of its overall assessment of its performance and liquidity, 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 and liquidity. 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 from those projected, including: Coupa has a limited operating history at its current scale, which makes it difficult to predict its future operating results; the uncertain impact of the COVID-19 pandemic; 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 June 8, 2020, 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 September 8, 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 empowers companies around the world with the visibility and control they need to spend smarter and safer. To learn more about how Coupa can help you spend smarter, visit 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                      
         
       Six Months Ended


                                                                               
         
              July 31,                               
       
         July 31,



                                                                                                           2020                                              2019        2020         2019




            
              Revenues:



            Subscription                                                                              $111,581                                           $83,482    $217,316     $156,439



            Professional services and other                                                             14,340                                            11,657      27,819       20,044




            Total revenues                                                                             125,921                                            95,139     245,135      176,483



            
              Cost of revenues:



            Subscription                                                                                33,805                                            22,062      62,807       39,465



            Professional services and other                                                             14,634                                            12,428      28,470       22,354




            Total cost of revenues                                                                      48,439                                            34,490      91,277       61,819




            Gross profit                                                                                77,482                                            60,649     153,858      114,664




            
              Operating expenses:



            Research and development                                                                    30,212                                            23,364      56,931       44,378



            Sales and marketing                                                                         50,488                                            39,820      96,627       73,430



            General and administrative                                                                  28,705                                            20,269      37,849       37,467




            Total operating expenses                                                                   109,405                                            83,453     191,407      155,275




            Loss from operations                                                                      (31,923)                                         (22,804)   (37,549)    (40,611)



            Interest expense                                                                          (20,223)                                          (8,511)   (32,512)    (11,686)



            Interest income and other, net                                                               4,759                                             1,479       8,087        2,403




            Loss before benefit from income taxes                                                     (47,387)                                         (29,836)   (61,974)    (49,894)



            Benefit from income taxes                                                                  (4,271)                                          (9,842)    (4,042)     (9,432)




            
              Net loss                                                                      $(43,116)                                        $(19,994)  $(57,932)   $(40,462)




            Net loss per share attributable to common stockholders, basic                              $(0.64)                                          $(0.32)    $(0.87)     $(0.66)
    and diluted




            Weighted-average number of shares used in computing net                                     67,597                                            62,038      66,545       61,422
    loss per share attributable to common stockholders, basic a
    nd diluted


                                                                  
           
                COUPA SOFTWARE INCORPORATED


                                                             
              
             CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                  
           (in thousands, except per share amounts)


                                                                              
              (unaudited)




                                                                                        
              
                July 31,        
     
     January 31,


                                                                                                                           2020                   2020




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                                        $905,612               $268,045



     Marketable securities                                                                                             436,463                499,160



     Accounts receivable, net of allowances                                                                            101,120                118,508



     Prepaid expenses and other current assets                                                                          26,573                 31,636



     Deferred commissions, current portion                                                                              12,639                 11,982




     Total current assets                                                                                            1,482,407                929,331



     Property and equipment, net                                                                                        23,598                 18,802



     Deferred commissions, net of current portion                                                                       29,886                 30,921



     Goodwill                                                                                                          542,232                442,112



     Intangible assets, net                                                                                            156,279                128,660



     Operating lease right-of-use assets                                                                                31,119                 32,026



     Other assets                                                                                                       15,423                 12,221



     Total assets                                                                                                   $2,280,944             $1,594,073



                   Liabilities, Temporary Equity and Stockholders' Equity



     Current liabilities:



     Accounts payable                                                                                                   $2,107                 $3,517



     Accrued expenses and other current liabilities                                                                     72,311                 54,245



     Deferred revenue, current portion                                                                                 244,596                257,692



     Current portion of convertible senior notes, net                                                                  595,007                187,115



     Operating lease liabilities, current portion                                                                        8,808                  8,199




     Total current liabilities                                                                                         922,829                510,768



     Convertible senior notes, net                                                                                     862,523                562,612



     Deferred revenue, net of current portion                                                                            4,439                  4,091



     Operating lease liabilities, net of current portion                                                                23,980                 25,490



     Other liabilities                                                                                                  40,124                 28,620



     Total liabilities                                                                                               1,853,895              1,131,581




     Temporary equity                                                                                                      133                 16,835



     Stockholders' equity:



     Preferred stock, $0.0001 par value per share



     Common stock, $0.0001 par value per share                                                                               7                      7



     Additional paid-in capital                                                                                        822,197                790,468



     Accumulated other comprehensive income                                                                              8,333                    871



     Accumulated deficit                                                                                             (403,621)             (345,689)




     Total stockholders' equity                                                                                        426,916                445,657


      Total liabilities, temporary equity and stockholders' equity                                                   $2,280,944             $1,594,073


                                                              
          
                COUPA SOFTWARE INCORPORATED


                                                    
              
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                       
              (in thousands)


                                                                        
              (unaudited)




                                                                       
              
                Six Months Ended


                                                                           
              
                July 31,



                                                                                                              2020            2019



                           Cash flows from operating activities



             Net loss                                                                                   $(57,932)      $(40,462)


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



             Depreciation and amortization                                                                 22,920          11,330


              Accretion of discounts on marketable
               securities, net                                                                               1,099             668


              Amortization of deferred commissions                                                           6,437           4,309


              Amortization of debt discount and issuance
               costs                                                                                        31,357          10,998



             Stock-based compensation                                                                      58,040          38,113


              Gain on conversion of convertible senior
               notes                                                                                       (3,202)


              Repayments of convertible senior notes
               attributable to debt discount                                                              (26,336)



             Other                                                                                          3,300            (95)


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



             Accounts receivable                                                                           19,583          20,450


              Prepaid expenses and other current assets                                                      7,053         (7,662)



             Other assets                                                                                     901           (770)



             Deferred commissions                                                                         (6,051)        (9,939)



             Accounts payable                                                                             (1,741)        (4,473)


              Accrued expenses and other liabilities                                                         1,289         (4,061)



             Deferred revenue                                                                            (17,920)          1,639


                           Net cash provided by operating activities                                        38,797          20,045



                           Cash flows from investing activities


              Purchases of marketable securities                                                         (246,586)      (258,991)


              Maturities of marketable securities                                                          284,090          44,796



             Sale of marketable securities                                                                 25,013         199,314


              Acquisitions, net of cash acquired                                                          (87,338)      (210,468)


              Purchases of property and equipment                                                          (7,028)        (6,173)


                           Net cash used in investing activities                                          (31,849)      (231,522)



                           Cash flows from financing activities


              Proceeds from issuance of convertible
               senior notes, net of issuance costs                                                       1,355,367         786,567



             Purchase of capped calls                                                                   (192,786)      (118,738)


              Repayments of convertible senior notes                                                     (549,278)


              Proceeds from the exercise of common stock
               options                                                                                       9,609          10,909


              Proceeds from issuance of common stock for
               employee stock purchase plan                                                                  7,391           5,396


                           Net cash provided by financing activities                                       630,303         684,134



              Effects of foreign currency exchange rates
               on cash, cash equivalents, and restricted
               cash                                                                                            241



              Net increase in cash, cash equivalents,
               and restricted cash                                                                         637,492         472,657


              Cash, cash equivalents, and restricted
               cash at beginning of year                                                                   268,280         141,319


              Cash, cash equivalents, and restricted
               cash at end of period                                                                      $905,772        $613,976



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



             Cash and cash equivalents                                                                   $905,612        $613,906


              Restricted cash included in other assets                                                         160              70


                           Total cash, cash equivalents, and
                            restricted cash                                                               $905,772        $613,976


                                                                                                                                                                                                                                                                                                             
              
                 COUPA SOFTWARE INCORPORATED


                                                                                                                                                                                                                                                                                                
              
                 Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                                                                                                                                                                                                                                                          
              
                 Three Months Ended July 31, 2020


                                                                                                                                                                                                                                                                                                     
               (in thousands, except percentages and per share amounts)


                                                                                                                                                                                                                                                                                                                   
               (unaudited)


                                                                                                                                                    
              
                 GAAP                                    
              
                 Stock-Based                                 
              
                 Amortization of                             
              
                 Change in Fair                             
              
                 Amortization of                                
              
                Gain on Conversion        
         
             Other     
     
     Non-GAAP
                                                                                                                                                                                                                               Compensation                                                       Acquired Intangible                                                        Value of                                                       Debt Discount and                                                          of Convertible                          Expenses(2)
                                                                                                                                                                                                                                 Expenses                                                                Assets                                                             Contingent                                                        Issuance Costs                                                            Senior Notes
                                                                                                                                                                                                                                                                                                                                                                          Consideration
                                                                                                                                                                                                                                                                                                                                                                            Liability

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     ---


              Costs and expenses:



              Costs of subscription                                                                                                                                             $33,805                                                             $(2,647)                                                                  $(7,548)                                         
              $          -                                                 
              $          -                                                    
              $          -      
              $       -              $23,610



              Costs of professional services and other                                                                                                                           14,634                                                              (2,952)                                                                     (200)                                                                                                                                                                                                                                                            11,482



              Gross profit                                                                                                                                                        61.5%                                                                4.4%                                                                      6.2%                                                            0.0%                                                                    0.0%                                                                       0.0%                      0.0%                72.1%





              Research and development                                                                                                                                           30,212                                                              (7,316)                                                                                                                                                                                                                                                                                                                                      22,896



              Sales and marketing                                                                                                                                                50,488                                                              (9,255)                                                                   (2,614)                                                                                                                                                                                                                                                            38,619



              General and administrative                                                                                                                                         28,705                                                             (11,673)                                                                                                                                                                                                                                                                                                                                      17,032



              Income (loss) from operations                                                                                                                                    (31,923)                                                              33,843                                                                     10,362                                                                                                                                                                                                                                                             12,282



              Operating margin                                                                                                                                                   -25.4%                                                               26.9%                                                                      8.2%                                                            0.0%                                                                    0.0%                                                                       0.0%                      0.0%                 9.8%





              Interest expense                                                                                                                                                 (20,223)                                                                                                                                                                                                                                                                                19,407                                                                                                                      (816)



              Interest income and other, net                                                                                                                                      4,759                                                                                                                                                                                                                                                                                                                                                             (631)                                          4,128



              Income (loss) before provision for (benefit from) income taxes                                                                                                   (47,387)                                                              33,843                                                                     10,362                                                                                                                                   19,407                                                                       (631)                                         15,594



              Provision for (benefit from) income taxes                                                                                                                         (4,271)                                                               3,444                                                                      (103)                                                                                                                                   1,109                                                                                                   182                   361



              Net income (loss)                                                                                                                                                (43,116)                                                              30,399                                                                     10,465                                                                                                                                   18,298                                                                       (631)                     (182)               15,233





              Net income (loss) per share attributable to common                                                                                                                $(0.64)                                                                                                                                                                                                                                                                                                                                                                                                           $0.23
    stockholders, basic (1)



              Net income (loss) per share attributable to common                                                                                                                $(0.64)                                                                                                                                                                                                                                                                                                                                                                                                           $0.21
    stockholders, diluted (1)



              
                (1) GAAP net loss per share is calculated based upon 67,597 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share is calculated based upon 67,597 basic and 73,019 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 July 31, 2019


                                                                                                                                                                                                                                              
               (in thousands, except percentages and per share amounts)


                                                                                                                                                                                                                                                               
               (unaudited)


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

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             ---


     Costs and expenses:



     Costs of subscription                                                                                                                                                                          $22,062                                                                 $(1,771)                                                                $(4,709)                                                  
              $          -                                          
              $          -                                   $15,582



     Costs of professional services and other                                                                                                                                                        12,428                                                                  (2,023)                                                                                                                                                                                                                                                      10,405



     Gross profit                                                                                                                                                                                     63.7%                                                                    4.0%                                                                    4.9%                                                                     0.0%                                                             0.0%                                     72.7%





     Research and development                                                                                                                                                                        23,364                                                                  (5,075)                                                                                                                                                                                                                                                      18,289



     Sales and marketing                                                                                                                                                                             39,820                                                                  (6,060)                                                                 (1,650)                                                                                                                                                                              32,110



     General and administrative                                                                                                                                                                      20,269                                                                  (6,339)                                                                                                                                                                                                                                                      13,930



     Income (loss) from operations                                                                                                                                                                 (22,804)                                                                  21,268                                                                    6,359                                                                                                                                                                                4,823



     Operating margin                                                                                                                                                                                -24.0%                                                                   22.4%                                                                    6.7%                                                                     0.0%                                                             0.0%                                      5.1%





     Interest expense                                                                                                                                                                               (8,511)                                                                                                                                                                                                                    8,038                                                                                                       (473)



     Interest income and other, net                                                                                                                                                                   1,479                                                                                                                                                                                                                                                                                                                                1,479



     Income (loss) before provision for (benefit from) income taxes                                                                                                                                (29,836)                                                                  21,268                                                                    6,359                                                                     8,038                                                                                                       5,829



     Provision for (benefit from) income taxes                                                                                                                                                      (9,842)                                                                     815                                                                    (123)                                                                                                                                     9,671                                        521



     Net income (loss)                                                                                                                                                                             (19,994)                                                                  20,453                                                                    6,482                                                                     8,038                                                           (9,671)                                     5,308





     Net income (loss) per share attributable to common stockholders, basic (1)                                                                                                                     $(0.32)                                                                                                                                                                                                                                                                                                                               $0.09



     Net income (loss) per share attributable to common stockholders, diluted(1)                                                                                                                    $(0.32)                                                                                                                                                                                                                                                                                                                               $0.07



     
                (1)GAAP net loss per share is calculated based upon 62,038 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share is calculated based upon 62,038 basic and 70,852 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 reversal of a valuation allowance against deferred tax assets.


                                                                                                                                                                                                                                                                                                            
              
                 COUPA SOFTWARE INCORPORATED


                                                                                                                                                                                                                                                                                               
              
                 Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                                                                                                                                                                                                                                                           
              
                 Six Months Ended July 31, 2020


                                                                                                                                                                                                                                                                                                    
               (in thousands, except percentages and per share amounts)


                                                                                                                                                                                                                                                                                                                           
               (unaudited)


                                                                                                                                           
              
                 GAAP                                                          Stock-Based Compensation Expenses                                                  Amortization of Acquired                                                  Change in Fair Value of Contingent                                                  Amortization of Debt Discount and
                                                                                                                                                                                                                                                                                                                                                                                                     Consideration Liability                                                                 Issuance Costs                   
          
              Gain on       
         
             Other     
     
     Non-GAAP
                                                                                                                                                                                                                                                                                                          Intangible Assets                                                                                                                                                                                                       Conversion of                 Expenses (2)
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Convertible
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Senior Notes

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       ---


     Costs and expenses:



     Costs of subscription                                                                                                                                              $62,807                                                                            $(4,805)                                                                 $(14,158)                                                             
              $          -                                                            
              $          -           
              $              -      
              $       -               $43,844



     Costs of professional services and other                                                                                                                            28,470                                                                             (5,364)                                                                     (400)                                                                                                                                                                                                                                                       22,706



     Gross profit                                                                                                                                                         62.8%                                                                               4.1%                                                                      5.9%                                                                                0.0%                                                                               0.0%                                  0.0%                      0.0%                 72.9%





     Research and development                                                                                                                                            56,931                                                                            (13,440)                                                                                                                                                                                                                                                                                                                                 43,491



     Sales and marketing                                                                                                                                                 96,627                                                                            (16,768)                                                                   (4,670)                                                                                                                                                                                                                                                       75,189



     General and administrative                                                                                                                                          37,849                                                                            (17,663)                                                                                                                                                        12,500                                                                                                                                                                    32,686



     Income (loss) from operations                                                                                                                                     (37,549)                                                                             58,040                                                                     19,228                                                                             (12,500)                                                                                                                                                                   27,219



     Operating margin                                                                                                                                                    -15.3%                                                                              23.7%                                                                      7.8%                                                                               -5.1%                                                                               0.0%                                  0.0%                      0.0%                 11.1%





     Interest expense                                                                                                                                                  (32,512)                                                                                                                                                                                                                                                                                                                              31,357                                                                                (1,155)



     Interest income and other, net                                                                                                                                       8,087                                                                                                                                                                                                                                                                                                                                                                    (3,202)                                           4,885



     Income (loss) before provision for (benefit from) income taxes                                                                                                    (61,974)                                                                             58,040                                                                     19,228                                                                             (12,500)                                                                             31,357                                (3,202)                                          30,949



     Provision for (benefit from) income taxes                                                                                                                          (4,042)                                                                              4,031                                                                      (152)                                                                                                                                                                  1,109                                                              310                  1,256



     Net income (loss)                                                                                                                                                 (57,932)                                                                             54,009                                                                     19,380                                                                             (12,500)                                                                             30,248                                (3,202)                     (310)                29,693





     Net income (loss) per share attributable to common stockholders, basic (1)                                                                                         $(0.87)                                                                                                                                                                                                                                                                                                                                                                                                                     $0.45



     Net income (loss) per share attributable to common stockholders, diluted (1)                                                                                       $(0.87)                                                                                                                                                                                                                                                                                                                                                                                                                     $0.41



     
                (1) GAAP net loss per share is calculated based upon 66,545 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share is calculated based upon 66,545 basic and 71,603 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


                                                                                                                                                                                                                                  
              
                 Six Months Ended July 31, 2019


                                                                                                                                                                                                                           
               (in thousands, except percentages and per share amounts)


                                                                                                                                                                                                                                                  
               (unaudited)


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

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          ---


     Costs and expenses:



     Costs of subscription                                                                                                                                               $39,465                                                                            $(3,159)                                                              $(6,881)                                                 
              $             -                                  
              $          -                                        $29,425



     Costs of professional services and other                                                                                                                             22,354                                                                             (3,468)                                                                                                                                                                                                                                                   18,886



     Gross profit                                                                                                                                                          65.0%                                                                               3.8%                                                                  3.9%                                                                       0.0%                                                     0.0%                                          72.6%





     Research and development                                                                                                                                             44,378                                                                             (9,123)                                                                                                                                                                                                                                                   35,255



     Sales and marketing                                                                                                                                                  73,430                                                                            (10,899)                                                               (2,656)                                                                                                                                                                             59,875



     General and administrative                                                                                                                                           37,467                                                                            (11,464)                                                                                                                                                                                                                                                   26,003



     Income (loss) from operations                                                                                                                                      (40,611)                                                                             38,113                                                                  9,537                                                                                                                                                                               7,039



     Operating margin                                                                                                                                                     -23.0%                                                                              21.6%                                                                  5.4%                                                                       0.0%                                                     0.0%                                           4.0%





     Interest expense                                                                                                                                                   (11,686)                                                                                                                                                                                                                              10,998                                                                                                    (688)



     Interest income and other, net                                                                                                                                        2,403                                                                                                                                                                                                                                                                                                                                        2,403



     Income (loss) before provision for (benefit from) income taxes                                                                                                     (49,894)                                                                             38,113                                                                  9,537                                                                      10,998                                                                                                    8,754



     Provision for (benefit from) income taxes                                                                                                                           (9,432)                                                                              1,308                                                                  (246)                                                                                                                               9,671                                           1,301



     Net income (loss)                                                                                                                                                  (40,462)                                                                             36,805                                                                  9,783                                                                      10,998                                                   (9,671)                                          7,453





     Net income (loss) per share attributable to common stockholders, basic (1)                                                                                          $(0.66)                                                                                                                                                                                                                                                                                                                                       $0.12



     Net income (loss) per share attributable to common stockholders, diluted (1)                                                                                        $(0.66)                                                                                                                                                                                                                                                                                                                                       $0.11


                   (1)GAAP net loss per share is calculated based upon 61,422 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share is calculated based upon 61,422 basic and 69,563 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 Cash Flows from Operations to Adjusted Free Cash Flows


                                                     
              
                 (A Non-GAAP Financial Measure)


                                                                    
               (in thousands)


                                                                 
               (unaudited)


                                                                                                                      Three Months Ended                             Six Months Ended


                                                                                              
              
                July 31,                 
     
              July 31,



                                                                                                           2020                           2019          2020                          2019




      Net cash provided by operating activities                                                        $23,389                         $1,252       $38,797                       $20,045



      Less: purchases of property and equipment                                                        (3,429)                       (3,519)      (7,028)                      (6,173)



      Add: repayments of convertible senior notes                                                       15,732                                      26,336
      attributable to debt discount




      Adjusted free cash flows                                                                         $35,692                       $(2,267)      $58,105                       $13,872

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