- Quarterly Subscription Revenues of $198 Million, 20% Year-Over-Year Growth
- Quarterly Revenues of $217
Million, 17% Year-Over-Year Growth
- Quarterly Subscription Calculated Billings of $206 Million, 20% Year-Over-Year Growth
- Quarterly Operating Cash Flows and Adjusted Free Cash Flows
of $71 Million and $66 Million, Respectively
- Enters into Definitive Agreement to be Acquired by
Thoma Bravo for $8.0 Billion
SAN MATEO, Calif.,
Dec. 12, 2022
/PRNewswire/ -- Coupa Software (NASDAQ: COUP) today announced
financial results for its third fiscal quarter ended
October 31, 2022.
Third Quarter Results:
- Total revenues were $217.3
million, an increase of 17% compared to the same period last
year. Subscription revenues were $198.4
million, an increase of 20% compared to the same period last
year.
- GAAP operating loss was $77.4
million, compared to $56.1
million for the same period last year. Non-GAAP operating
income was $16.5 million, compared to
$27.9 million for the same period
last year.
- GAAP net loss attributable to Coupa Software Incorporated was
$84.7 million, compared to
$91.2 million for the same period
last year. GAAP net loss per basic and diluted share attributable
to Coupa Software Incorporated was $1.11, compared to $1.23 for the same period last year. Non-GAAP net
income attributable to Coupa Software Incorporated was $11.6 million, compared to $23.5 million for the same period last year.
Non-GAAP net income per diluted share attributable to Coupa
Software Incorporated was $0.15,
compared to $0.31 for the same period
last year.
- Operating cash flows and adjusted free cash flows were
$71.3 million and $65.5 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.
Recent Business Highlights
- Welcomed many new customers into the Coupa community in Q3,
including the following: Aareal Bank, Alltech Inc., Bahrain Tender
Board, Banco Agromercantil de Guatemala, S. A., Central Romana Corporation
Ltd., Ecolab Inc., First Watch, Fivetran Inc., Hargreaves Lansdown
Asset Management Limited, Intercom Inc., Moto Honda da Amazonia
Ltda, netgo group GmbH, Nissan Motor Co., Ltd., Noble Drilling
Services Inc., RCL Foods, Scale AI, Inc, SoFi, Summit Materials
Inc., Therm-O-Disc Inc., and West Dermatology
- Named a Leader in the 2022 Gartner Magic Quadrant for
Procure-to-Pay Suites
- Named a Leader in The Forrester Wave: Collaborative Supply
Networks, Q4 2022
- Received Gartner Peer Insights Customers' Choice Distinction
for Supply Chain Planning
- Recognized as a Leader for Third Party Risk Management in IDC's
MarketScape Report
- Named a Leading Contender in the Aite Matrix Evaluation:
Treasury Management Systems, EMEA, 2022
- Concluded its 2022 Executive Summit series, gathering 500+
executives across Australia,
Singapore, Europe, London, and the U.S to collaborate, learn, and
share BSM success stories
- Published the results of its annual Retail Holiday Supply Chain
study
- Hosted Global Impact Week, uniting the Coupa community to drive
impact in local communities
- Launched a new Employee Resource Group (ERG) to support the
Asian and Pacific Islander (API) community
- Opened registration for Inspire 2023 in America and
Europe, Coupa's annual Business
Spend Management (BSM) community event
Transaction with Thoma
Bravo
In a separate press release issued today, Coupa announced that
it has entered into a definitive agreement to be acquired by
Thoma Bravo. A copy of the press
release and supplemental materials, including an investor
presentation, can be found on the investor relations page of
Coupa's website at investors.coupa.com. The additional details
and information about the terms and conditions of the definitive
agreement and the transactions contemplated today are available in
the Current Report on Form 8-K filed by Coupa with the Securities
and Exchange Commission (SEC).
Given the announced transaction, Coupa will not host an earnings
conference call or provide financial guidance in conjunction with
this earnings release. Coupa is also withdrawing its previous
financial guidance for fiscal 2023 and has suspended any further
updates as a result of the pending transaction. For further detail
and discussion of Coupa's financial performance please refer to
Coupa's Quarterly Report on Form 10-Q for the quarter ended
October 31, 2022, which will be filed
later today with the SEC.
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
income, non-GAAP net income attributable to Coupa Software
Incorporated, non-GAAP net income per basic and diluted share
attributable to Coupa Software Incorporated, adjusted free cash
flows and adjusted free cash flows margin. 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 income and non-GAAP net income attributable
to Coupa Software Incorporated exclude certain items from the
corresponding GAAP measures, including: stock-based compensation,
amortization of acquired intangible assets, amortization of debt
issuance costs, gain or loss on conversion of convertible senior
notes, gain or loss on non-marketable investments, insurance
proceeds for loss recoveries, the adjustment attributable to
redeemable non-controlling interests, non-recurring income tax
adjustments, and income tax effects, and prior to the adoption of
ASU 2020-06 on February 1, 2022,
amortization of debt discount costs. 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 if-converted method related to the
convertible notes, if any.
Beginning in the three months ended April
30, 2022, we utilize a fixed long-term projected tax rate in
our computation of the non-GAAP income tax provision to provide
better consistency across the reporting periods. In projecting this
long-term non-GAAP tax rate, we utilize a three-year financial
projection that excludes the direct impact of stock-based
compensation, amortization of acquired intangible assets, and
amortization of debt issuance costs. The projected rate considers
other factors such as our current operating structure, and existing
tax positions in various jurisdictions. Additionally, due to
historic profitability on a non-GAAP basis, there are no valuation
allowances recorded against the non-GAAP deferred tax assets
globally. We will periodically reevaluate the projected long-term
tax rate, as necessary, for significant events, based on our
ongoing analysis of relevant tax law changes, material changes in
the forecasted geographic earnings mix, and any significant
acquisitions.
Adjusted free cash flows is defined as net cash provided by
operating activities, less purchases of property and equipment, and
prior to the adoption of ASU 2020-06 on February 1, 2022, 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 conversions
related to its senior notes through the use of cash, shares of its
common stock, or a combination of both, at its election. Adjusted
free cash flow margin is defined as adjusted free cash flows
divided by total revenues.
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 proposed
transaction with Thoma Bravo, are
forward-looking statements. These forward-looking statements are
based on Coupa's current expectations about future events.
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: Coupa is subject to macroeconomic uncertainties driven
by inflation, rising interest rates, the Russia-Ukraine conflict, and the COVID-19 pandemic;
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; the loss of
the services of Coupa's chief executive officer or one or more of
its key employees, or an inability to attract and retain highly
skilled employees; Coupa's international operations expose it to
risks inherent in international sales; risks and liabilities
related to breach of its security measures or unauthorized access
to customer data; the impact of foreign currency exchange rates;
failure to integrate Coupa's platform with a variety of third-party
technologies, making its platform less marketable; any failure to
protect intellectual property rights; changes in privacy laws,
regulations and standards may cause Coupa's business to suffer;
risks relating to servicing Coupa's debt; the price, amount and
timing of any share repurchases, Coupa's failure to complete, or
delays in completing, the potential merger with Thoma Bravo (the Merger) and disruptions in
Coupa's business caused by the potential Merger; whether or not the
Merger will be completed; and lawsuits may be filed against
Coupa and members of its board of directors as a result of the
Merger.
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 SEC on September
7, 2022, which is available at investors.coupa.com and on
the SEC's website at www.sec.gov. Further information on potential
risks that could affect actual results will be included in other
periodic filings Coupa makes with the SEC.
The forward-looking statements in this release reflect Coupa's
expectations as of December 12, 2022. 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
October
31,
|
|
Nine Months
Ended
October
31,
|
|
|
|
2022
|
|
2021
|
|
2022
|
|
2021
|
Revenues:
|
|
|
|
|
|
|
|
Subscription
|
$
198,409
|
|
$
164,745
|
|
$
569,549
|
|
$
461,079
|
Professional services
and other
|
18,927
|
|
21,071
|
|
55,261
|
|
70,912
|
Total
revenues
|
217,336
|
|
185,816
|
|
624,810
|
|
531,991
|
Cost of
revenues:
|
|
|
|
|
|
|
|
Subscription
|
65,427
|
|
52,279
|
|
184,364
|
|
154,701
|
Professional services
and other
|
22,289
|
|
25,341
|
|
67,489
|
|
81,865
|
Total cost of
revenues
|
87,716
|
|
77,620
|
|
251,853
|
|
236,566
|
Gross
profit
|
129,620
|
|
108,196
|
|
372,957
|
|
295,425
|
Operating
expenses:
|
|
|
|
|
|
|
|
Research and
development
|
49,158
|
|
39,990
|
|
139,134
|
|
125,625
|
Sales and
marketing
|
111,599
|
|
83,779
|
|
315,767
|
|
237,902
|
General and
administrative
|
46,248
|
|
40,513
|
|
130,328
|
|
116,139
|
Total operating
expenses
|
207,005
|
|
164,282
|
|
585,229
|
|
479,666
|
Loss from
operations
|
(77,385)
|
|
(56,086)
|
|
(212,272)
|
|
(184,241)
|
Interest
expense
|
(3,547)
|
|
(31,130)
|
|
(10,642)
|
|
(90,854)
|
Other income (expense),
net
|
393
|
|
(1,298)
|
|
(4,032)
|
|
(2,746)
|
Loss before provision
for (benefit from) income taxes
|
(80,539)
|
|
(88,514)
|
|
(226,946)
|
|
(277,841)
|
Provision for (benefit
from) income taxes
|
3,565
|
|
(476)
|
|
8,957
|
|
(2,697)
|
Net
loss
|
(84,104)
|
|
(88,038)
|
|
(235,903)
|
|
(275,144)
|
Net loss attributable
to redeemable non-controlling interests
|
(353)
|
|
(273)
|
|
(1,019)
|
|
(790)
|
Adjustment attributable
to redeemable non-controlling interests
|
924
|
|
3,438
|
|
6,533
|
|
8,673
|
Net loss
attributable to Coupa Software Incorporated
|
$
(84,675)
|
|
$
(91,203)
|
|
$
(241,417)
|
|
$
(283,027)
|
Net loss per share,
basic and diluted, attributable to Coupa
Software
Incorporated
|
$
(1.11)
|
|
$
(1.23)
|
|
$
(3.19)
|
|
$
(3.85)
|
Weighted-average number
of shares used in computing net loss
per share, basic and
diluted
|
76,040
|
|
74,133
|
|
75,635
|
|
73,514
|
COUPA SOFTWARE
INCORPORATED
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in thousands,
except per share amounts)
(unaudited)
|
|
|
October 31,
2022
|
|
January 31,
2022
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
521,598
|
|
$
506,459
|
Marketable
securities
|
338,530
|
|
223,032
|
Accounts receivable,
net of allowances
|
200,841
|
|
226,191
|
Prepaid expenses and
other current assets
|
30,866
|
|
38,270
|
Deferred commissions,
current portion
|
24,013
|
|
21,096
|
Total current
assets
|
1,115,848
|
|
1,015,048
|
Property and equipment,
net
|
34,998
|
|
30,576
|
Deferred commissions,
net of current portion
|
50,959
|
|
48,562
|
Goodwill
|
1,514,550
|
|
1,514,550
|
Intangible assets,
net
|
414,338
|
|
510,663
|
Operating lease
right-of-use assets
|
36,518
|
|
42,659
|
Other assets
|
26,496
|
|
31,121
|
Total
assets
|
$
3,193,707
|
|
$
3,193,179
|
Liabilities,
Redeemable Non-Controlling Interests, and Stockholders'
Equity
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
4,752
|
|
$
4,610
|
Accrued expenses and
other current liabilities
|
125,958
|
|
79,160
|
Deferred revenue,
current portion
|
482,145
|
|
468,783
|
Current portion of
convertible senior notes, net
|
2
|
|
1,639
|
Operating lease
liabilities, current portion
|
13,677
|
|
12,760
|
Total current
liabilities
|
626,534
|
|
566,952
|
Convertible senior
notes, net
|
2,161,519
|
|
1,614,257
|
Deferred revenue, net
of current portion
|
34,362
|
|
22,655
|
Operating lease
liabilities, net of current portion
|
22,852
|
|
31,172
|
Other
liabilities
|
45,477
|
|
52,481
|
Total
liabilities
|
2,890,744
|
|
2,287,517
|
Redeemable
non-controlling interests
|
19,152
|
|
12,084
|
Stockholders'
equity:
|
|
|
|
Preferred stock,
$0.0001 par value per share
|
—
|
|
—
|
Common stock, $0.0001
par value per share
|
8
|
|
7
|
Additional paid-in
capital
|
1,225,829
|
|
1,778,840
|
Accumulated other
comprehensive income
|
7,005
|
|
9,643
|
Accumulated
deficit
|
(949,031)
|
|
(894,912)
|
Total stockholders'
equity
|
283,811
|
|
893,578
|
Total liabilities,
redeemable non-controlling interests, and stockholders'
equity
|
$
3,193,707
|
|
$
3,193,179
|
COUPA SOFTWARE
INCORPORATED
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in
thousands)
(unaudited)
|
|
|
Nine Months
Ended
October
31,
|
|
|
2022
|
|
2021
|
Cash flows from
operating activities
|
|
|
|
Net loss attributable
to Coupa Software Incorporated
|
$
(241,417)
|
|
$
(283,027)
|
Net loss and adjustment
attributable to redeemable non-controlling interests
|
5,514
|
|
7,883
|
Net loss
|
(235,903)
|
|
(275,144)
|
Adjustments to
reconcile net loss to net cash provided by operating
activities:
|
|
|
|
Depreciation and
amortization
|
107,399
|
|
109,900
|
Amortization
(accretion) of premium (discount) on marketable securities,
net
|
(1,118)
|
|
625
|
Amortization of
deferred commissions
|
17,567
|
|
13,335
|
Amortization of debt
discount and issuance costs
|
5,435
|
|
85,716
|
Stock-based
compensation
|
172,254
|
|
145,251
|
Loss on conversion of
convertible senior notes
|
—
|
|
357
|
Repayments of
convertible senior notes attributable to debt discount
|
—
|
|
(1,338)
|
Other
|
(1,682)
|
|
(3,204)
|
Changes in operating
assets and liabilities net of effects from acquisitions:
|
|
|
|
Accounts
receivable
|
25,004
|
|
21,433
|
Prepaid expenses and
other current assets
|
7,743
|
|
4,529
|
Other
assets
|
16,156
|
|
13,968
|
Deferred
commissions
|
(23,023)
|
|
(22,445)
|
Accounts
payable
|
511
|
|
500
|
Accrued expenses and
other liabilities
|
33,987
|
|
6,795
|
Deferred
revenue
|
25,804
|
|
3,630
|
Net cash provided
by operating activities
|
150,134
|
|
103,908
|
Cash flows from
investing activities
|
|
|
|
Purchases of
marketable securities
|
(287,218)
|
|
(116,583)
|
Maturities of
marketable securities
|
166,181
|
|
94,142
|
Sales of marketable
securities
|
4,597
|
|
94,916
|
Acquisitions, net of
cash acquired
|
244
|
|
(46,719)
|
Purchases of other
investments
|
(2,000)
|
|
(10,000)
|
Purchases of property
and equipment
|
(14,005)
|
|
(10,256)
|
Net cash (used in)
provided by investing activities
|
(132,201)
|
|
5,500
|
Cash flows from
financing activities
|
|
|
|
Investment from
redeemable non-controlling interests
|
2,111
|
|
2,223
|
Repayments of
convertible senior notes
|
(1,750)
|
|
(5,748)
|
Proceeds from the
exercise of common stock options
|
1,223
|
|
7,444
|
Proceeds from issuance
of common stock for employee stock purchase plan
|
17,194
|
|
21,626
|
Repurchases of common
stock
|
(20,006)
|
|
—
|
Net cash (used in)
provided by financing activities
|
(1,228)
|
|
25,545
|
Effects of foreign
currency exchange rates on cash, cash equivalents, and restricted
cash
|
(1,912)
|
|
(178)
|
Net increase in cash,
cash equivalents, and restricted cash
|
14,793
|
|
134,775
|
Cash, cash equivalents,
and restricted cash at beginning of year
|
510,339
|
|
327,589
|
Cash, cash equivalents,
and restricted cash at end of period
|
$
525,132
|
|
$
462,364
|
Reconciliation of
cash, cash equivalents, and restricted cash to the condensed
consolidated
balance sheets
|
|
|
|
Cash and cash
equivalents
|
$
521,598
|
|
$
458,195
|
Restricted cash
included in other assets
|
3,534
|
|
4,169
|
Total cash, cash
equivalents, and restricted cash
|
$
525,132
|
|
$
462,364
|
COUPA SOFTWARE
INCORPORATED
Reconciliation of
GAAP to Non-GAAP Financial Measures
Three Months Ended
October 31, 2022
(in thousands,
except percentages and per share amounts)
(unaudited)
|
|
|
GAAP
|
|
Stock-Based
Compensation
Expenses
|
|
Amortization of
Acquired
Intangible Assets
|
|
Amortization
of Debt
Issuance Costs
|
|
Other
(2)
|
|
Income Tax
Effects and
Adjustments (3)
|
|
Non-GAAP
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of
subscription
|
$
65,427
|
|
$
(5,253)
|
|
$
(18,394)
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
41,780
|
Costs of professional
services and other
|
22,289
|
|
(5,781)
|
|
(801)
|
|
—
|
|
—
|
|
—
|
|
15,707
|
Gross
profit
|
59.6
%
|
|
5.1
%
|
|
8.8
%
|
|
0.0
%
|
|
0.0
%
|
|
0.0
%
|
|
73.5
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
49,158
|
|
(15,591)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
33,567
|
Sales and
marketing
|
111,599
|
|
(19,727)
|
|
(12,591)
|
|
—
|
|
—
|
|
—
|
|
79,281
|
General and
administrative
|
46,248
|
|
(17,675)
|
|
—
|
|
—
|
|
1,929
|
|
—
|
|
30,502
|
Income (loss) from
operations
|
(77,385)
|
|
64,027
|
|
31,786
|
|
—
|
|
(1,929)
|
|
—
|
|
16,499
|
Operating
margin
|
(35.6)
%
|
|
29.5
%
|
|
14.6
%
|
|
0.0
%
|
|
(0.9)
%
|
|
0.0
%
|
|
7.6
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
(3,547)
|
|
—
|
|
—
|
|
1,839
|
|
—
|
|
—
|
|
(1,708)
|
Other income,
net
|
393
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
393
|
Income (loss) before
provision for income taxes
|
(80,539)
|
|
64,027
|
|
31,786
|
|
1,839
|
|
(1,929)
|
|
—
|
|
15,184
|
Provision for income
taxes
|
3,565
|
|
—
|
|
—
|
|
—
|
|
—
|
|
324
|
|
3,889
|
Net income
(loss)
|
(84,104)
|
|
64,027
|
|
31,786
|
|
1,839
|
|
(1,929)
|
|
(324)
|
|
11,295
|
Net loss attributable
to non-controlling interests
|
(353)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(353)
|
Adjustment attributable
to non-controlling interests
|
924
|
|
—
|
|
—
|
|
—
|
|
924
|
|
—
|
|
—
|
Net income (loss)
attributable to Coupa Software Incorporated
|
(84,675)
|
|
64,027
|
|
31,786
|
|
1,839
|
|
(1,005)
|
|
(324)
|
|
11,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share, basic, attributable to Coupa Software
Incorporated (1)
|
$
(1.11)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.15
|
Net income (loss) per
share, diluted, attributable to Coupa Software
Incorporated (1)
|
$
(1.11)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.15
|
|
|
(1)
|
GAAP net loss per share
attributable to Coupa Software Incorporated is calculated based
upon 76,040 basic and diluted weighted-average shares of common
stock. Non-GAAP net income per share attributable to Coupa Software
Incorporated is calculated based upon 76,040 basic and 87,089
diluted weighted-average shares of common stock. As a result of our
adoption of ASU 2020-06 on February 1, 2022, the company uses the
if-converted method to calculate the non-GAAP net income per
diluted share attributable to Coupa Software Incorporated related
to the convertible notes. Approximately 9,699 shares related to the
convertible notes were therefore included in the non-GAAP diluted
share number, while the numerator used to compute this measure was
increased by $1.2 million for after-tax interest expense savings
related to our convertible notes.
|
(2)
|
Other consists of
insurance proceeds for loss recoveries and an adjustment
attributable to redeemable non-controlling interests to its
redemption amount.
|
(3)
|
During the three months
ended October 31, 2022, the company utilized a long-term projected
tax rate in the computation of the non-GAAP provision for income
taxes to provide better consistency across the interim reporting
periods.
|
COUPA SOFTWARE
INCORPORATED
Reconciliation of
GAAP to Non-GAAP Financial Measures
Three Months Ended
October 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
|
$
52,279
|
|
$
(4,162)
|
|
$
(16,736)
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
31,381
|
Costs of professional
services and other
|
25,341
|
|
(4,729)
|
|
(3,642)
|
|
—
|
|
—
|
|
—
|
|
16,970
|
Gross
profit
|
58.2
%
|
|
4.8
%
|
|
11.0
%
|
|
0.0
%
|
|
0.0
%
|
|
0.0
%
|
|
74.0
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
39,990
|
|
(11,357)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,633
|
Sales and
marketing
|
83,779
|
|
(13,217)
|
|
(13,140)
|
|
—
|
|
—
|
|
—
|
|
57,422
|
General and
administrative
|
40,513
|
|
(16,994)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
23,519
|
Income (loss) from
operations
|
(56,086)
|
|
50,459
|
|
33,518
|
|
—
|
|
—
|
|
—
|
|
27,891
|
Operating
margin
|
(30.2)
%
|
|
27.2
%
|
|
18.0
%
|
|
0.0
%
|
|
0.0
%
|
|
0.0
%
|
|
15.0
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
(31,130)
|
|
—
|
|
—
|
|
29,454
|
|
—
|
|
—
|
|
(1,676)
|
Other expense,
net
|
(1,298)
|
|
—
|
|
—
|
|
—
|
|
228
|
|
—
|
|
(1,070)
|
Income (loss) before
provision for (benefit from) income taxes
|
(88,514)
|
|
50,459
|
|
33,518
|
|
29,454
|
|
228
|
|
—
|
|
25,145
|
Provision for (benefit
from) income taxes
|
(476)
|
|
733
|
|
1,629
|
|
—
|
|
—
|
|
—
|
|
1,886
|
Net income
(loss)
|
(88,038)
|
|
49,726
|
|
31,889
|
|
29,454
|
|
228
|
|
—
|
|
23,259
|
Net loss attributable
to non-controlling interests
|
(273)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(273)
|
Adjustment attributable
to non-controlling interests
|
3,438
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,438
|
|
—
|
Net income (loss)
attributable to Coupa Software Incorporated
|
(91,203)
|
|
49,726
|
|
31,889
|
|
29,454
|
|
228
|
|
3,438
|
|
23,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share, basic, attributable to Coupa
Software Incorporated (1)
|
$
(1.23)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.32
|
Net income (loss) per
share, diluted, attributable to Coupa
Software Incorporated
(1)
|
$
(1.23)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.31
|
|
|
(1)
|
GAAP net loss per share
attributable to Coupa Software Incorporated is calculated based
upon 74,133 basic and diluted weighted-average shares of common
stock. Non-GAAP net income per share attributable to Coupa Software
Incorporated is calculated based upon 74,133 basic and 76,754
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
Nine Months Ended
October 31, 2022
(in thousands,
except percentages and per share amounts)
(unaudited)
|
|
|
GAAP
|
|
Stock-Based
Compensation
Expenses
|
|
Amortization of
Acquired
Intangible Assets
|
|
Amortization of
Debt Issuance
Costs
|
|
Other (2)
|
|
Income Tax
Effects and
Adjustments (3)
|
|
Non-GAAP
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of
subscription
|
$
184,364
|
|
$ (14,586)
|
|
$
(54,148)
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
115,630
|
Costs of professional
services and other
|
67,489
|
|
(16,008)
|
|
(4,244)
|
|
—
|
|
—
|
|
—
|
|
47,237
|
Gross
profit
|
59.7
%
|
|
4.9
%
|
|
9.3
%
|
|
0.0
%
|
|
0.0
%
|
|
0.0
%
|
|
73.9
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
139,134
|
|
(42,411)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
96,723
|
Sales and
marketing
|
315,767
|
|
(53,017)
|
|
(37,933)
|
|
—
|
|
—
|
|
—
|
|
224,817
|
General and
administrative
|
130,328
|
|
(46,229)
|
|
—
|
|
—
|
|
1,929
|
|
—
|
|
86,028
|
Income (loss) from
operations
|
(212,272)
|
|
172,251
|
|
96,325
|
|
—
|
|
(1,929)
|
|
—
|
|
54,375
|
Operating
margin
|
(34.0)
%
|
|
27.6
%
|
|
15.4
%
|
|
0.0
%
|
|
(0.3)
%
|
|
0.0
%
|
|
8.7
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
(10,642)
|
|
—
|
|
—
|
|
5,435
|
|
—
|
|
—
|
|
(5,207)
|
Other expense,
net
|
(4,032)
|
|
—
|
|
—
|
|
—
|
|
(1,288)
|
|
—
|
|
(5,320)
|
Income (loss) before
provision for (benefit from) income taxes
|
(226,946)
|
|
172,251
|
|
96,325
|
|
5,435
|
|
(3,217)
|
|
—
|
|
43,848
|
Provision for (benefit
from) income taxes
|
8,957
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,273
|
|
11,230
|
Net income
(loss)
|
(235,903)
|
|
172,251
|
|
96,325
|
|
5,435
|
|
(3,217)
|
|
(2,273)
|
|
32,618
|
Net loss attributable
to non-controlling interests
|
(1,019)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,019)
|
Adjustment attributable
to non-controlling interests
|
6,533
|
|
—
|
|
—
|
|
—
|
|
6,533
|
|
—
|
|
—
|
Net income (loss)
attributable to Coupa Software Incorporated
|
(241,417)
|
|
172,251
|
|
96,325
|
|
5,435
|
|
3,316
|
|
(2,273)
|
|
33,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share, basic, attributable to Coupa
Software Incorporated (1)
|
$
(3.19)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.44
|
Net income (loss) per
share, diluted, attributable to Coupa
Software Incorporated (1)
|
$
(3.19)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.43
|
|
|
(1)
|
GAAP net loss per share
attributable to Coupa Software Incorporated is calculated based
upon 75,635 basic and diluted weighted-average shares of common
stock. Non-GAAP net income per share attributable to Coupa Software
Incorporated is calculated based upon 75,635 basic and 86,890
diluted weighted-average shares of common stock. As a result of our
adoption of ASU 2020-06 on February 1, 2022, the company uses the
if-converted method to calculate the non-GAAP net income per
diluted share attributable to Coupa Software Incorporated related
to the convertible notes. Approximately 9,699 shares related to the
convertible notes were therefore included in the non-GAAP diluted
share number, while the numerator used to compute this measure was
increased by $3.4 million for after-tax interest expense savings
related to our convertible notes.
|
(2)
|
Other consists of
insurance proceeds for loss recoveries, gain on non-marketable
investments and an adjustment attributable to redeemable
non-controlling interests to its redemption amount.
|
(3)
|
During the nine months
ended October 31, 2022, the company utilized a long-term projected
tax rate in the computation of the non-GAAP provision for income
taxes to provide better consistency across the interim reporting
periods.
|
COUPA SOFTWARE
INCORPORATED
Reconciliation of
GAAP to Non-GAAP Financial Measures
Nine Months Ended
October 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
|
$
154,701
|
|
$
(11,063)
|
|
$
(45,146)
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
98,492
|
Costs of professional
services and other
|
81,865
|
|
(12,984)
|
|
(16,016)
|
|
—
|
|
—
|
|
—
|
|
52,865
|
Gross
profit
|
55.5
%
|
|
4.5
%
|
|
11.5
%
|
|
0.0
%
|
|
0.0
%
|
|
0.0
%
|
|
71.5
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
125,625
|
|
(33,075)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
92,550
|
Sales and
marketing
|
237,902
|
|
(36,668)
|
|
(39,413)
|
|
—
|
|
—
|
|
—
|
|
161,821
|
General and
administrative
|
116,139
|
|
(51,461)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
64,678
|
Income (loss) from
operations
|
(184,241)
|
|
145,251
|
|
100,575
|
|
—
|
|
—
|
|
—
|
|
61,585
|
Operating
margin
|
(34.6)
%
|
|
27.3
%
|
|
18.9
%
|
|
0.0
%
|
|
0.0
%
|
|
0.0
%
|
|
11.6
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
(90,854)
|
|
—
|
|
—
|
|
85,716
|
|
—
|
|
—
|
|
(5,138)
|
Other income (expense),
net
|
(2,746)
|
|
—
|
|
—
|
|
—
|
|
357
|
|
—
|
|
(2,389)
|
Income (loss) before
provision for (benefit from) income taxes
|
(277,841)
|
|
145,251
|
|
100,575
|
|
85,716
|
|
357
|
|
—
|
|
54,058
|
Provision for (benefit
from) income taxes
|
(2,697)
|
|
2,550
|
|
5,448
|
|
—
|
|
—
|
|
746
|
|
6,047
|
Net income
(loss)
|
(275,144)
|
|
142,701
|
|
95,127
|
|
85,716
|
|
357
|
|
(746)
|
|
48,011
|
Net loss attributable
to non-controlling interests
|
(790)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(790)
|
Adjustment attributable
to non-controlling interests
|
8,673
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,673
|
|
—
|
Net income (loss)
attributable to Coupa Software
Incorporated
|
(283,027)
|
|
142,701
|
|
95,127
|
|
85,716
|
|
357
|
|
7,927
|
|
48,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share, basic, attributable to
Coupa Software Incorporated
(1)
|
$
(3.85)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.66
|
Net income (loss) per
share, diluted, attributable to
Coupa Software Incorporated
(1)
|
$
(3.85)
|
|
|
|
|
|
|
|
|
|
|
|
$
0.64
|
|
|
(1)
|
GAAP net loss per share
attributable to Coupa Software Incorporated is calculated based
upon 73,514 basic and diluted weighted-average shares of common
stock. Non-GAAP net income per share attributable to Coupa Software
Incorporated is calculated based upon 73,514 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 Cash Flows from Operations to Adjusted Free Cash Flows and
Adjusted Free Cash Flows Margin
(A Non-GAAP
Financial Measure)
(in thousands,
except percentages)
(unaudited)
|
|
|
|
|
Three Months Ended
October 31,
|
|
Nine Months Ended
October 31,
|
|
|
|
2022
|
|
2021
|
|
2022
|
|
2021
|
Net cash provided by
operating activities
|
|
|
$
71,298
|
|
$
31,015
|
|
$
150,134
|
|
$
103,908
|
Less: purchases of
property and equipment
|
|
|
(5,764)
|
|
(3,594)
|
|
(14,005)
|
|
(10,256)
|
Add: repayments of
convertible senior notes attributable to debt discount
|
|
|
—
|
|
821
|
|
—
|
|
1,338
|
Adjusted free cash
flows
|
|
|
$
65,534
|
|
$
28,242
|
|
$
136,129
|
|
$
94,990
|
|
|
|
|
|
|
|
|
|
|
Divided by: total
revenues
|
|
|
$
217,336
|
|
$
185,816
|
|
$
624,810
|
|
$
531,991
|
Operating cash flows
margin
|
|
|
32.8 %
|
|
16.7 %
|
|
24.0 %
|
|
19.5 %
|
Adjusted free cash
flows margin
|
|
|
30.2 %
|
|
15.2 %
|
|
21.8 %
|
|
17.9 %
|
|
|
Trailing Twelve
Months Ended October 31,
|
|
2022
|
|
2021
|
Net cash provided by
operating activities
|
$
214,316
|
|
$
124,312
|
Less: purchases of
property and equipment
|
(17,602)
|
|
(12,189)
|
Add: repayments of
convertible senior notes attributable to debt discount
|
—
|
|
1,538
|
Add: one-time payout of
legacy unvested equity awards accelerated in conjunction with a
business combination
|
—
|
|
19,428
|
Adjusted free cash
flows
|
$
196,714
|
|
$
133,089
|
|
|
|
|
Divided by: total
revenues
|
$
818,108
|
|
$
695,535
|
Operating cash flows
margin
|
26.2 %
|
|
17.9 %
|
Adjusted free cash
flows margin
|
24.0 %
|
|
19.1 %
|
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SOURCE Coupa Software