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      Coupa Software Reports Second Quarter Fiscal 2022 Financial Results

      - Record Quarterly Revenues of $179 Million, 42% Year-Over-Year Growth

      - Quarterly Calculated Billings of $195 Million, 49% Year-Over-Year Growth

      - Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $41 Million and $37 Million, Respectively

      Coupa Software (PRNewsfoto/Coupa Software)

      News provided by

      Coupa Software

      Sep 07, 2021, 16:03 ET

      Share this article

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      SAN MATEO, Calif., Sept. 7, 2021 /PRNewswire/ -- Coupa Software (NASDAQ: COUP) today announced financial results for its second fiscal quarter ended July 31, 2021.

      "We are proud to report another fantastic quarter where we delivered record revenue, strong calculated billings growth, and our third year of consecutive quarterly non-GAAP profitability," said Rob Bernshteyn, chairman and chief executive officer at Coupa. "Digitizing and optimizing back-office operations is being prioritized as a key strategic initiative for our customers, and the Coupa platform is critical for their ability to develop agility and adaptability in these rapidly changing times."

      Second Quarter Results:

      • Total revenues were $179.2 million, an increase of 42% compared to the same period last year. Subscription revenues were $156.2 million, an increase of 40% compared to the same period last year.
      • GAAP operating loss was $54.3 million, compared to $31.9 million for the same period last year. Non-GAAP operating income was $26.7 million, compared to $12.3 million for the same period last year.
      • GAAP net loss attributable to Coupa Software Incorporated was $91.5 million, compared to $43.1 million for the same period last year. GAAP net loss per basic and diluted share attributable to Coupa Software Incorporated was $1.24, compared to $0.64 for the same period last year. Non-GAAP net income attributable to Coupa Software Incorporated was $20.3 million, compared to $15.2 million for the same period last year. Non-GAAP net income per diluted share attributable to Coupa Software Incorporated was $0.26, compared to $0.21 for the same period last year.
      • Operating cash flows and adjusted free cash flows were positive $40.8 million and $36.9 million, respectively.

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

      Business Outlook:

      The following forward-looking statements reflect Coupa's expectations as of September 7, 2021.

      Third quarter of fiscal 2022:

      • Total revenues are expected to be $177.0 to $178.0 million.
      • Subscription revenues are expected to be $158.0 to $159.0 million.
      • Professional services and other revenues are expected to be approximately $19.0 million.
      • Non-GAAP income from operations is expected to be $6.0 to $7.0 million.
      • Non-GAAP net income per diluted share attributable to Coupa Software Incorporated is expected to be $0.01 to $0.03 per share.
      • Diluted weighted average share count is expected to be approximately 77.0 million shares.

      Full year fiscal 2­­022:

      • Total revenues are expected to be $706.0 to $708.0 million.
      • Non-GAAP income from operations is expected to be $40.0 to $41.0 million.
      • Non-GAAP net income per diluted share attributable to Coupa Software Incorporated is expected to be $0.27 to $0.29 per share.
      • Diluted weighted average share count is expected to be approximately 76.5 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 diluted share attributable to Coupa Software Incorporated to GAAP net loss per share attributable to Coupa Software Incorporated because certain items excluded from non-GAAP income from operations and non-GAAP net income per diluted share attributable to Coupa Software Incorporated, such as charges related to stock-based compensation expenses, amortization of acquired intangible assets, amortization of debt discount and issuance costs, gain or loss on conversion of convertible senior notes, the adjustment attributable to non-controlling interests, 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 company's offerings of convertible notes in 2018, 2019 and 2020, respectively, 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: Adastria Co., AR Holdings, Asklepios BioPharmaceutical, Cuprum, DiCE Molecules, Fairlead Integrated, FIFA, Foghorn Therapeutics, Garrett Motion, Greenstone Financial Services, Groupe Lapointe Dentaire, Imago BioSciences, JG Summit Holdings, JGC Holdings, Jubin Frères, mobilezone, Novelis, PACT Group, Progress Rail Services, ProSciento, Sasol, SCG Packaging, Schwan's Company, Sumitomo Dainippon Pharma, Suzano, Unilab, Walker & Dunlop, WestJet Airlines, and Workato.
      • Launched Coupa App Marketplace, connecting businesses with certified, pre-built solutions to tap into a global ecosystem.
      • Reached a milestone of more than 100 issued and pending U.S. patents.
      • Welcomed accounting workflow automation provider FloQast to its portfolio of Coupa Ventures investments.
      • Released its inaugural Environmental, Social, and Governance (ESG) report.
      • Hosted a Smarter Together virtual event, showcasing the resilience, agility, and adaptability of the Business Spend Management community.
      • Named to Fortune's Best Places to Work for Millennials and Best Medium Workplaces lists1.
      • Recognized by Spend Matters in its ESG vendor profile report, highlighting how Source-to-Pay (S2P) suites address sustainability efforts2.
      • Awarded $75,000 to 15 students in North America through its Coupa Cares scholarship and mentorship program.

      Conference Call Information:

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

      The 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 (loss) income, non-GAAP net (loss) income attributable to Coupa Software Incorporated, non-GAAP net (loss) income per basic and diluted share attributable to Coupa Software Incorporated, and adjusted free cash flows. Coupa believes these non-GAAP measures are useful in evaluating its operating performance and Coupa's management regularly reviews and uses these measures for business planning and other purposes.

      Non-GAAP operating (loss) income and non-GAAP net (loss) income attributable to Coupa Software Incorporated exclude certain items from the corresponding GAAP measures, including: stock-based compensation expenses; amortization of acquired intangible assets; the change in fair value of contingent consideration related to an acquisition; amortization of debt discount and issuance costs; gain or loss on conversion of convertible senior notes; the adjustment attributable to non-controlling interests; and related tax effects, including non-recurring income tax adjustments. In addition, the weighted average diluted shares figure used to calculate non-GAAP net income per share attributable to Coupa Software Incorporated reflects the anti-dilutive impact of the capped call transactions entered into in connection with the company's offerings of 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, plus one-time payout of legacy unvested equity awards accelerated in conjunction with a business combination. Coupa has the ability to settle obligations related to its senior notes through the use of cash, shares of its common stock, or a combination of both, at its election.

      Coupa believes these non-GAAP measures are useful to investors and other users of its financial information because they provide a way to measure and evaluate Coupa's underlying operating performance and the strength of its core business consistently across the periods presented. Coupa believes these non-GAAP measures are also useful for comparing its operating performance to that of other companies in its industry, because they eliminate the effects of certain items that may vary between companies for reasons unrelated to their 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 to represent 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. Coupa's definitions of its non-GAAP measures may differ from those used by other companies for similarly-titled measures, 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, the company's GAAP results.

      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. In addition, Coupa compensates for the limitations of its non-GAAP financial measures by providing a reconciliation of each non-GAAP measure to the most directly comparable GAAP financial measure. These reconciliations are included in the tables 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, cash flows, liquidity 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, without limitation: the uncertain impact of the COVID-19 pandemic, including new variants such as the Delta variant; Coupa has a limited operating history at its current scale, which makes it difficult to predict its future operating results; Coupa may not be able to manage its recent rapid growth effectively; risks related to past and future business acquisitions, including their integration with Coupa's existing business model, operations and culture; 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; the markets in which Coupa participates are intensely competitive; Coupa's business depends in part on its customers renewing their subscriptions and purchasing additional subscriptions; Coupa may not be successful in expanding its sales efforts or developing widespread brand awareness in a cost-effective manner; risks and liabilities related to breach of its security measures or unauthorized access to customer data; the impact of foreign currency exchange rates and global economic conditions; and risks relating to analyst coverage of its stock.

      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, 2021, 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 7, 2021. 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.

      1 "Fortune Best Workplaces for Millennials™ 2021", and "Fortune Best Small & Medium Workplaces™ 2021"
      2 Spend Matters, "ESG Vendor Profiles", August 4, 2021

      COUPA SOFTWARE INCORPORATED

      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

      (in thousands, except per share amounts)

      (unaudited)



      Three Months Ended

      July 31,


      Six Months Ended

      July 31,




      2021


      2020


      2021


      2020

      Revenues:








      Subscription

      $

      156,230



      $

      111,581



      $

      296,334



      $

      217,316


      Professional services and other

      23,016



      14,340



      49,841



      27,819


      Total revenues

      179,246



      125,921



      346,175



      245,135


      Cost of revenues:








      Subscription

      51,398



      33,805



      102,423



      62,807


      Professional services and other

      27,822



      14,634



      56,524



      28,470


      Total cost of revenues

      79,220



      48,439



      158,947



      91,277


      Gross profit

      100,026



      77,482



      187,228



      153,858


      Operating expenses:








      Research and development

      41,799



      30,212



      85,636



      56,931


      Sales and marketing

      76,279



      50,488



      154,122



      96,627


      General and administrative

      36,248



      28,705



      75,625



      37,849


      Total operating expenses

      154,326



      109,405



      315,383



      191,407


      Loss from operations

      (54,300)



      (31,923)



      (128,155)



      (37,549)


      Interest expense

      (30,621)



      (20,223)



      (59,724)



      (32,512)


      Other income (expense), net

      (1,983)



      4,759



      (1,448)



      8,087


      Loss before benefit from income taxes

      (86,904)



      (47,387)



      (189,327)



      (61,974)


      Benefit from income taxes

      (155)



      (4,271)



      (2,221)



      (4,042)


      Net loss

      (86,749)



      (43,116)



      (187,106)



      (57,932)


      Net loss attributable to non-controlling interests

      (517)



      —



      (517)



      —


      Adjustment attributable to non-controlling interests

      5,235



      —



      5,235



      —


      Net loss attributable to Coupa Software Incorporated

      $

      (91,467)



      $

      (43,116)



      $

      (191,824)



      $

      (57,932)


      Net loss per share, basic and diluted, attributable to Coupa Software Incorporated

      $

      (1.24)



      $

      (0.64)



      $

      (2.62)



      $

      (0.87)


      Weighted-average number of shares used in computing net loss per share, basic and diluted

      73,526



      67,597



      73,200



      66,545


      COUPA SOFTWARE INCORPORATED

      CONDENSED CONSOLIDATED BALANCE SHEETS

      (in thousands, except per share amounts)

      (unaudited)



      July 31, 2021


      January 31, 2021

      Assets




      Current assets:




      Cash and cash equivalents

      $

      432,009



      $

      323,284


      Marketable securities

      201,555



      283,036


      Accounts receivable, net of allowances

      170,171



      196,009


      Prepaid expenses and other current assets

      35,422



      36,381


      Deferred commissions, current portion

      17,428



      15,541


      Total current assets

      856,585



      854,251


      Property and equipment, net

      29,578



      28,266


      Deferred commissions, net of current portion

      39,783



      36,832


      Goodwill

      1,515,477



      1,480,847


      Intangible assets, net

      577,146



      632,173


      Operating lease right-of-use assets

      38,296



      41,305


      Other assets

      34,980



      31,491


      Total assets

      $

      3,091,845



      $

      3,105,165


      Liabilities, Redeemable Non-Controlling Interests, Other Temporary Equity and
      Stockholders' Equity




      Current liabilities:




      Accounts payable

      $

      4,621



      $

      4,831


      Accrued expenses and other current liabilities

      94,209



      80,271


      Deferred revenue, current portion

      351,933



      356,115


      Current portion of convertible senior notes, net

      626,819



      609,068


      Operating lease liabilities, current portion

      12,362



      11,222


      Total current liabilities

      1,089,944



      1,061,507


      Convertible senior notes, net

      933,439



      897,525


      Deferred revenue, net of current portion

      7,308



      5,773


      Operating lease liabilities, net of current portion

      27,717



      31,845


      Other liabilities

      67,819



      67,915


      Total liabilities

      2,126,227



      2,064,565


      Redeemable non-controlling interests

      6,952



      —


      Other temporary equity

      9



      369


      Stockholders' equity:




      Preferred stock, $0.0001 par value per share

      —



      —


      Common stock, $0.0001 par value per share

      7



      7


      Additional paid-in capital

      1,662,804



      1,556,865


      Accumulated other comprehensive income

      8,758



      9,165


      Accumulated deficit

      (712,912)



      (525,806)


      Total stockholders' equity

      958,657



      1,040,231


      Total liabilities, redeemable non-controlling interests, other temporary equity and stockholders' equity

      $

      3,091,845



      $

      3,105,165


      COUPA SOFTWARE INCORPORATED

      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

      (in thousands)

      (unaudited)



      Six Months Ended

      July 31,



      2021


      2020

      Cash flows from operating activities




      Net loss attributable to Coupa Software Incorporated

      $

      (191,824)



      $

      (57,932)


      Net loss and adjustment attributable to redeemable non-controlling interests

      4,718



      —


      Net loss


      (187,106)




      (57,932)


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




      Depreciation and amortization

      73,146



      22,920


      Amortization of premium on marketable securities, net

      755



      1,099


      Amortization of deferred commissions

      8,554



      6,437


      Amortization of debt discount and issuance costs

      56,262



      31,357


      Stock-based compensation

      94,792



      58,040


      Loss (gain) on conversion of convertible senior notes

      129



      (3,202)


      Repayments of convertible senior notes attributable to debt discount

      (517)



      (26,336)


      Other

      (3,176)



      3,300


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




      Accounts receivable

      30,444



      19,583


      Prepaid expenses and other current assets

      1,396



      7,053


      Other assets

      9,585



      901


      Deferred commissions

      (13,394)



      (6,051)


      Accounts payable

      (248)



      (1,741)


      Accrued expenses and other liabilities

      5,703



      1,289


      Deferred revenue

      (3,432)



      (17,920)


      Net cash provided by operating activities

      72,893



      38,797


      Cash flows from investing activities




      Purchases of marketable securities

      (72,392)



      (246,586)


      Maturities of marketable securities

      69,523



      284,090


      Sales of marketable securities

      83,630



      25,013


      Acquisitions, net of cash acquired

      (45,766)



      (87,338)


      Purchases of other investments

      (7,500)



      —


      Purchases of property and equipment

      (6,662)



      (7,028)


      Net cash provided by (used in) investing activities

      20,833



      (31,849)


      Cash flows from financing activities




      Investment from redeemable non-controlling interests

      2,223



      —


      Proceeds from issuance of convertible senior notes, net of issuance costs

      —



      1,355,367


      Purchase of capped calls

      —



      (192,786)


      Repayments of convertible senior notes

      (2,446)



      (549,278)


      Proceeds from the exercise of common stock options

      4,727



      9,609


      Proceeds from issuance of common stock for employee stock purchase plan

      10,477



      7,391


      Net cash provided by financing activities

      14,981



      630,303


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

      (41)



      241


      Net increase in cash, cash equivalents, and restricted cash

      108,666



      637,492


      Cash, cash equivalents, and restricted cash at beginning of year

      327,589



      268,280


      Cash, cash equivalents, and restricted cash at end of period

      $

      436,255



      $

      905,772


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




      Cash and cash equivalents

      $

      432,009



      $

      905,612


      Restricted cash included in other assets

      4,246



      160


      Total cash, cash equivalents, and restricted cash

      $

      436,255



      $

      905,772


      COUPA SOFTWARE INCORPORATED

      Reconciliation of GAAP to Non-GAAP Financial Measures

      Three Months Ended July 31, 2021

      (in thousands, except percentages and per share amounts)

      (unaudited)



      GAAP


      Stock-Based

      Compensation

      Expenses


      Amortization of

      Acquired

      Intangible Assets


      Amortization of

      Debt Discount and

      Issuance Costs


      Other (2)


      Non-GAAP

      Costs and expenses:












      Costs of subscription

      $

      51,398



      $

      (3,596)



      $

      (14,525)



      $

      —



      $

      —



      $

      33,277


      Costs of professional services and other

      27,822



      (4,357)



      (5,852)



      —



      —



      17,613


      Gross profit

      55.8

      %


      4.4

      %


      11.4

      %


      0.0

      %


      0.0

      %


      71.6

      %













      Research and development

      41,799



      (11,055)



      —



      —



      —



      30,744


      Sales and marketing

      76,279



      (12,230)



      (13,141)



      —



      —



      50,908


      General and administrative

      36,248



      (16,262)



      —



      —



      —



      19,986


      Income (loss) from operations

      (54,300)



      47,500



      33,518



      —



      —



      26,718


      Operating margin

      (30.3)

      %


      26.5

      %


      18.7

      %


      0.0

      %


      0.0

      %


      14.9

      %

























      Interest expense

      (30,621)



      —



      —



      28,872



      —



      (1,749)


      Other income (expense), net

      (1,983)



      —



      —



      —



      —



      (1,983)


      Income (loss) before provision for (benefit from) income taxes

      (86,904)



      47,500



      33,518



      28,872



      —



      22,986


      Provision for (benefit from) income taxes

      (155)



      769



      1,889



      —



      746



      3,249


      Net income (loss)

      (86,749)



      46,731



      31,629



      28,872



      (746)



      19,737


      Net loss attributable to non-controlling interests

      (517)



      —



      —



      —



      —



      (517)


      Adjustment attributable to non-controlling interests

      5,235



      —



      —



      —



      5,235



      —


      Net income (loss) attributable to Coupa Software Incorporated


      (91,467)




      46,731




      31,629




      28,872



      4,489




      20,254














      Net income (loss) per share, basic, attributable to Coupa Software Incorporated (1)

      $

      (1.24)











      $

      0.28


      Net income (loss) per share, diluted, attributable to Coupa Software Incorporated (1)

      $

      (1.24)











      $

      0.26




      (1)

      GAAP net loss per share attributable to Coupa Software Incorporated is calculated based upon 73,526 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share attributable to Coupa Software Incorporated is calculated based upon 73,526 basic and 76,561 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 consists of the removal of a one-time income tax benefit associated with the remeasurement of foreign deferred tax assets and an adjustment attributable to non-controlling interests to its redemption amount.

      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

      Compensation

      Expenses


      Amortization of

      Acquired

      Intangible Assets


      Amortization of

      Debt Discount and

      Issuance Costs


      Gain on

      Conversion of

      Convertible

      Senior Notes


      Other (2)


      Non-GAAP

      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

      %


      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

      %


      9.8

      %















      Interest expense

      (20,223)



      —



      —



      19,407



      —



      —



      (816)


      Other income (expense), net

      4,759



      —



      —



      —



      (631)



      —



      4,128


      Income (loss) before provision for income taxes

      (47,387)



      33,843



      10,362



      19,407



      (631)



      —



      15,594


      Provision for income taxes

      (4,271)



      3,444



      (103)



      1,109



      —



      182



      361


      Net income (loss) attributable to Coupa Software Incorporated

      (43,116)



      30,399



      10,465



      18,298



      (631)



      (182)



      15,233
















      Net income (loss) per share, basic, attributable to Coupa Software Incorporated (1)

      $

      (0.64)













      $

      0.23


      Net income (loss) per share, diluted, attributable to Coupa Software Incorporated (1)

      $

      (0.64)













      $

      0.21




      (1)

      GAAP net loss per share attributable to Coupa Software Incorporated is calculated based upon 67,597 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share attributable to Coupa Software Incorporated 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 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, 2021

      (in thousands, except percentages and per share amounts)

      (unaudited)



      GAAP


      Stock-Based

      Compensation

      Expenses


      Amortization of

      Acquired

      Intangible Assets


      Amortization of

      Debt Discount and

      Issuance Costs


      Loss on

      Conversion of

      Convertible

      Senior Notes



      Other (2)


      Non-GAAP

      Costs and expenses:















      Costs of subscription

      $

      102,423



      $

      (6,901)



      $

      (28,411)



      $

      —



      $

      —




      $

      —



      $

      67,111


      Costs of professional services and other

      56,524



      (8,255)



      (12,374)



      —



      —




      —



      35,895


      Gross profit

      54.1

      %


      4.4

      %


      11.8

      %


      0.0

      %


      0.0

      %



      0.0

      %


      70.2

      %
















      Research and development

      85,636



      (21,718)



      —



      —



      —




      —



      63,918


      Sales and marketing

      154,122



      (23,451)



      (26,273)



      —



      —




      —



      104,398


      General and administrative

      75,625



      (34,467)



      —



      —



      —




      —



      41,158


      Income (loss) from operations

      (128,155)



      94,792



      67,058



      —



      —




      —



      33,695


      Operating margin

      (37.0)

      %


      27.4

      %


      19.4

      %


      0.0

      %


      0.0

      %



      0.0

      %


      9.7

      %
















      Interest expense

      (59,724)



      —



      —



      56,262



      —




      —



      (3,462)


      Other income (expense), net

      (1,448)



      —



      —



      —



      129




      —



      (1,319)


      Income (loss) before provision for (benefit from) income taxes

      (189,327)



      94,792



      67,058



      56,262



      129




      —



      28,914


      Provision for (benefit from) income taxes

      (2,221)



      1,817



      3,818



      —



      —




      746



      4,160


      Net income (loss)

      (187,106)



      92,975



      63,240



      56,262



      129




      (746)



      24,754


      Net loss attributable to non-controlling interests

      (517)



      —



      —



      —



      —




      —



      (517)


      Adjustment attributable to non-controlling interests

      5,235



      —



      —



      —



      —




      5,235



      —


      Net income (loss) attributable to Coupa Software Incorporated


      (191,824)




      92,975




      63,240




      56,262




      129





      4,489




      25,271

















      Net income (loss) per share, basic, attributable to Coupa Software Incorporated  (1)

      $

      (2.62)














      $

      0.35


      Net income (loss) per share, diluted, attributable to Coupa Software Incorporated (1)

      $

      (2.62)














      $

      0.33




      (1)

      GAAP net loss per share attributable to Coupa Software Incorporated is calculated based upon 73,200 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share attributable to Coupa Software Incorporated is calculated based upon 73,200 basic and 76,431 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 consists of the removal of a one-time income tax benefit associated with the remeasurement of foreign deferred tax assets and an adjustment attributable to non-controlling interests to its redemption amount.

      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

      Intangible Assets


      Change in Fair
      Value of
      Contingent
      Consideration
      Liability


      Amortization of

      Debt Discount and

      Issuance Costs


      Gain on
      Conversion
      of
      Convertible
      Senior Notes


      Other (2)


      Non-GAAP

      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)


      Other income (expense), 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) attributable to Coupa Software Incorporated

      (57,932)



      54,009



      19,380



      (12,500)



      30,248



      (3,202)



      (310)



      29,693


















      Net income (loss) per share, basic, attributable to Coupa Software Incorporated (1)

      $

      (0.87)















      $

      0.45


      Net income (loss) per share, diluted, attributable to Coupa Software Incorporated (1)

      $

      (0.87)















      $

      0.41




      (1)

      GAAP net loss per share attributable to Coupa Software Incorporated is calculated based upon 66,545 basic and diluted weighted-average shares of common stock. Non-GAAP net income per share attributable to Coupa Software Incorporated 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 consists of the release of valuation allowances against deferred tax assets.

      COUPA SOFTWARE INCORPORATED

      Reconciliation of GAAP Cash Flows from Operations to Adjusted Free Cash Flows and Adjusted Free Cash Flows Margin

      (Non-GAAP Financial Measures)

      (in thousands, except percentages)

      (unaudited)



      Three Months Ended July 31,


      Six Months Ended July 31,


      2021


      2020


      2021


      2020

      Net cash provided by operating activities

      $

      40,811



      $

      23,389



      $

      72,893



      $

      38,797


      Less: purchases of property and equipment

      (3,908)



      (3,429)



      (6,662)



      (7,028)


      Add: repayments of convertible senior notes attributable to debt discount

      —



      15,732



      517



      26,336


      Adjusted free cash flows

      $

      36,903



      $

      35,692



      $

      66,748



      $

      58,105









      Trailing Twelve Months Ended July 31,


      2021


      2020

      Net cash provided by operating activities

      $

      112,298



      $

      86,908


      Less: purchases of property and equipment

      (11,126)



      (12,825)


      Add: repayments of convertible senior notes attributable to debt discount

      1,589



      26,336


      Add: one-time payout of legacy unvested equity awards accelerated in conjunction with a business combination

      19,428



      —


      Adjusted free cash flows


      122,189




      100,419


      Divided by: total revenues

      $      642,683



      $      458,371


      Adjusted free cash flows margin

      19.0

      %


      21.9

      %

      SOURCE Coupa Software

      Modal title

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