coup-20201031
false10/31/20202021Q30001385867--01-31us-gaap:OtherAssetsNoncurrentus-gaap:OtherAssetsNoncurrent7525P4YP4YP3YP3YP3YP3Y100013858672020-02-012020-10-31xbrli:shares00013858672020-12-03iso4217:USD00013858672020-10-3100013858672020-01-31iso4217:USDxbrli:shares0001385867us-gaap:SubscriptionAndCirculationMember2020-08-012020-10-310001385867us-gaap:SubscriptionAndCirculationMember2019-08-012019-10-310001385867us-gaap:SubscriptionAndCirculationMember2020-02-012020-10-310001385867us-gaap:SubscriptionAndCirculationMember2019-02-012019-10-310001385867coup:ProfessionalServicesAndOtherMember2020-08-012020-10-310001385867coup:ProfessionalServicesAndOtherMember2019-08-012019-10-310001385867coup:ProfessionalServicesAndOtherMember2020-02-012020-10-310001385867coup:ProfessionalServicesAndOtherMember2019-02-012019-10-3100013858672020-08-012020-10-3100013858672019-08-012019-10-3100013858672019-02-012019-10-310001385867us-gaap:CommonStockMember2020-07-310001385867us-gaap:AdditionalPaidInCapitalMember2020-07-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-07-310001385867us-gaap:RetainedEarningsMember2020-07-3100013858672020-07-310001385867us-gaap:CommonStockMember2020-08-012020-10-310001385867us-gaap:AdditionalPaidInCapitalMember2020-08-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:CommonStockMember2020-08-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:AdditionalPaidInCapitalMember2020-08-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2020-08-012020-10-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-08-012020-10-310001385867us-gaap:RetainedEarningsMember2020-08-012020-10-310001385867us-gaap:CommonStockMember2020-10-310001385867us-gaap:AdditionalPaidInCapitalMember2020-10-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-10-310001385867us-gaap:RetainedEarningsMember2020-10-310001385867us-gaap:CommonStockMember2020-01-310001385867us-gaap:AdditionalPaidInCapitalMember2020-01-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-310001385867us-gaap:RetainedEarningsMember2020-01-310001385867us-gaap:CommonStockMember2020-02-012020-10-310001385867us-gaap:AdditionalPaidInCapitalMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMemberus-gaap:AdditionalPaidInCapitalMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:CommonStockMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:AdditionalPaidInCapitalMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2020-02-012020-10-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-012020-10-310001385867us-gaap:RetainedEarningsMember2020-02-012020-10-310001385867us-gaap:CommonStockMember2019-07-310001385867us-gaap:AdditionalPaidInCapitalMember2019-07-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-07-310001385867us-gaap:RetainedEarningsMember2019-07-3100013858672019-07-310001385867us-gaap:CommonStockMember2019-08-012019-10-310001385867us-gaap:AdditionalPaidInCapitalMember2019-08-012019-10-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-08-012019-10-310001385867us-gaap:RetainedEarningsMember2019-08-012019-10-310001385867us-gaap:CommonStockMember2019-10-310001385867us-gaap:AdditionalPaidInCapitalMember2019-10-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-10-310001385867us-gaap:RetainedEarningsMember2019-10-3100013858672019-10-310001385867us-gaap:CommonStockMember2019-01-310001385867us-gaap:AdditionalPaidInCapitalMember2019-01-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-310001385867us-gaap:RetainedEarningsMember2019-01-3100013858672019-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:AdditionalPaidInCapitalMember2019-02-012019-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2019-02-012019-10-310001385867us-gaap:CommonStockMember2019-02-012019-10-310001385867us-gaap:AdditionalPaidInCapitalMember2019-02-012019-10-310001385867us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-02-012019-10-310001385867us-gaap:RetainedEarningsMember2019-02-012019-10-310001385867us-gaap:OtherNoncurrentAssetsMember2020-10-310001385867us-gaap:OtherNoncurrentAssetsMember2020-01-310001385867srt:MaximumMember2020-02-012020-10-3100013858672020-11-012020-10-31xbrli:pure00013858672022-11-012020-10-310001385867us-gaap:USTreasurySecuritiesMember2020-10-310001385867coup:CorporateNotesAndBondsMember2020-10-310001385867us-gaap:CertificatesOfDepositMember2020-10-310001385867us-gaap:USTreasurySecuritiesMember2020-01-310001385867coup:CorporateNotesAndBondsMember2020-01-310001385867us-gaap:CommercialPaperMember2020-01-310001385867us-gaap:AssetBackedSecuritiesMember2020-01-310001385867us-gaap:CertificatesOfDepositMember2020-01-310001385867coup:MuchNetGmbHMember2020-09-152020-09-150001385867coup:MuchNetGmbHMemberus-gaap:DevelopedTechnologyRightsMember2020-09-152020-09-150001385867coup:MuchNetGmbHMember2020-09-150001385867coup:BellinTreasuryInternationalGmbHMember2020-06-092020-06-090001385867coup:BellinTreasuryInternationalGmbHMember2020-06-090001385867us-gaap:CommonStockMembercoup:BellinTreasuryInternationalGmbHMember2020-06-092020-06-090001385867coup:UnvestedCommonStockMembercoup:BellinTreasuryInternationalGmbHMember2020-06-092020-06-090001385867coup:UnvestedCommonStockMembercoup:BellinTreasuryInternationalGmbHMember2020-06-090001385867coup:BellinTreasuryInternationalGmbHMember2020-02-012020-10-310001385867us-gaap:DevelopedTechnologyRightsMembercoup:BellinTreasuryInternationalGmbHMember2020-06-090001385867us-gaap:DevelopedTechnologyRightsMembercoup:BellinTreasuryInternationalGmbHMember2020-06-092020-06-090001385867us-gaap:CustomerRelationshipsMembercoup:BellinTreasuryInternationalGmbHMember2020-06-090001385867us-gaap:CustomerRelationshipsMembercoup:BellinTreasuryInternationalGmbHMember2020-06-092020-06-090001385867us-gaap:TrademarksMembercoup:BellinTreasuryInternationalGmbHMember2020-06-090001385867us-gaap:TrademarksMembercoup:BellinTreasuryInternationalGmbHMember2020-06-092020-06-090001385867us-gaap:GeneralAndAdministrativeExpenseMembercoup:BellinTreasuryInternationalGmbHMember2020-02-012020-10-310001385867coup:ConnXusIncMember2020-05-012020-05-010001385867coup:ConnXusIncMember2020-05-010001385867coup:ConnXusIncMember2020-02-012020-10-310001385867coup:ConnXusIncMemberus-gaap:DevelopedTechnologyRightsMember2020-05-010001385867coup:ConnXusIncMemberus-gaap:DevelopedTechnologyRightsMember2020-05-012020-05-010001385867coup:ConnXusIncMemberus-gaap:GeneralAndAdministrativeExpenseMember2020-02-012020-10-310001385867coup:YaptaIncMember2019-12-122019-12-130001385867coup:YaptaIncMember2019-12-130001385867coup:YaptaIncMember2020-01-310001385867coup:YaptaIncMember2020-04-300001385867us-gaap:GeneralAndAdministrativeExpenseMembercoup:YaptaIncMember2020-02-012020-04-300001385867coup:YaptaIncMember2020-02-012020-10-310001385867us-gaap:DevelopedTechnologyRightsMembercoup:YaptaIncMember2019-12-130001385867us-gaap:DevelopedTechnologyRightsMembercoup:YaptaIncMember2019-12-122019-12-130001385867us-gaap:CustomerRelationshipsMembercoup:YaptaIncMember2019-12-130001385867us-gaap:CustomerRelationshipsMembercoup:YaptaIncMember2019-12-122019-12-130001385867us-gaap:TrademarksMembercoup:YaptaIncMember2019-12-130001385867us-gaap:TrademarksMembercoup:YaptaIncMember2019-12-122019-12-130001385867us-gaap:GeneralAndAdministrativeExpenseMembercoup:YaptaIncMember2019-02-012020-01-310001385867coup:ExariGroupIncMember2019-05-062019-05-060001385867coup:ExariGroupIncMember2020-02-012020-10-310001385867coup:ExariGroupIncMember2019-05-060001385867coup:ExariGroupIncMemberus-gaap:DevelopedTechnologyRightsMember2019-05-060001385867srt:MinimumMembercoup:ExariGroupIncMemberus-gaap:DevelopedTechnologyRightsMember2019-05-062019-05-060001385867coup:ExariGroupIncMembersrt:MaximumMemberus-gaap:DevelopedTechnologyRightsMember2019-05-062019-05-060001385867coup:ExariGroupIncMemberus-gaap:CustomerRelationshipsMember2019-05-060001385867coup:ExariGroupIncMemberus-gaap:CustomerRelationshipsMember2019-05-062019-05-060001385867coup:ExariGroupIncMemberus-gaap:TrademarksMember2019-05-060001385867coup:ExariGroupIncMemberus-gaap:TrademarksMember2019-05-062019-05-060001385867coup:ExariGroupIncMemberus-gaap:GeneralAndAdministrativeExpenseMember2019-02-012020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-10-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-10-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-10-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Membercoup:CorporateNotesAndBondsMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Membercoup:CorporateNotesAndBondsMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Membercoup:CorporateNotesAndBondsMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMembercoup:CorporateNotesAndBondsMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel1Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel3Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMember2020-10-310001385867us-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-10-310001385867us-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867us-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-10-310001385867us-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMember2020-10-310001385867us-gaap:ForeignExchangeForwardMembercoup:BellinTreasuryInternationalGmbHMember2020-10-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Membercoup:CorporateNotesAndBondsMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Membercoup:CorporateNotesAndBondsMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Membercoup:CorporateNotesAndBondsMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMembercoup:CorporateNotesAndBondsMember2020-01-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-01-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-01-310001385867us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-310001385867us-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-01-310001385867us-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-01-310001385867us-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-310001385867us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-01-310001385867us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-01-310001385867us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel1Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel3Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CertificatesOfDepositMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMember2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMembercoup:ContingentConsiderationPayableMemberus-gaap:FairValueInputsLevel1Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMembercoup:ContingentConsiderationPayableMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMembercoup:ContingentConsiderationPayableMemberus-gaap:FairValueInputsLevel3Member2020-01-310001385867us-gaap:FairValueMeasurementsRecurringMembercoup:ContingentConsiderationPayableMember2020-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel2Member2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:FairValueInputsLevel2Member2020-01-310001385867us-gaap:FurnitureAndFixturesMember2020-10-310001385867us-gaap:FurnitureAndFixturesMember2020-01-310001385867us-gaap:SoftwareDevelopmentMember2020-10-310001385867us-gaap:SoftwareDevelopmentMember2020-01-310001385867us-gaap:LeaseholdImprovementsMember2020-10-310001385867us-gaap:LeaseholdImprovementsMember2020-01-310001385867us-gaap:ConstructionInProgressMember2020-10-310001385867us-gaap:ConstructionInProgressMember2020-01-310001385867us-gaap:DevelopedTechnologyRightsMember2020-02-012020-10-310001385867us-gaap:DevelopedTechnologyRightsMember2020-10-310001385867us-gaap:DevelopedTechnologyRightsMember2020-01-310001385867us-gaap:CustomerRelationshipsMember2020-02-012020-10-310001385867us-gaap:CustomerRelationshipsMember2020-10-310001385867us-gaap:CustomerRelationshipsMember2020-01-310001385867us-gaap:TrademarksMember2020-10-310001385867us-gaap:TrademarksMember2020-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMemberus-gaap:PrivatePlacementMember2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMemberus-gaap:PrivatePlacementMember2020-06-300001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-06-012020-06-3000013858672020-06-300001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-06-30utr:D0001385867srt:ScenarioForecastMembercoup:ConvertibleNotesHoldersConversionRightsUnderCircumstancesOneMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-11-012021-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMembercoup:ConvertibleNotesHoldersConversionRightsUnderCircumstancesTwoMember2020-06-012020-06-300001385867srt:MinimumMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-06-300001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2019-06-300001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2019-06-012019-06-3000013858672019-06-300001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2018-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2017-02-012018-01-3100013858672018-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMembercoup:PrincipalAmountOfDebtConvertedMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMembercoup:PrincipalAmountOfDebtCancelledMember2020-08-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMembersrt:ScenarioForecastMember2020-02-012021-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2020-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2020-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2019-02-012020-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2019-02-012020-01-310001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-02-012020-10-310001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2020-02-012020-10-310001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2020-02-012020-10-31iso4217:USDcoup:shares0001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-10-310001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2020-10-310001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2020-10-31coup:Vote0001385867coup:TwoThousandSixteenEquityIncentivePlanMember2020-10-310001385867coup:TwoThousandSixteenEquityIncentivePlanMember2020-02-012020-10-310001385867coup:TwoThousandSixStockPlanAndTwoThousandSixteenPlanMember2020-01-310001385867coup:TwoThousandSixStockPlanAndTwoThousandSixteenPlanMember2019-02-012020-01-310001385867coup:TwoThousandSixStockPlanAndTwoThousandSixteenPlanMember2020-02-012020-10-310001385867coup:TwoThousandSixStockPlanAndTwoThousandSixteenPlanMember2020-10-310001385867coup:MarketAndServiceBasedStockOptionsMembercoup:TwoThousandSixStockPlanAndTwoThousandSixteenPlanMember2020-10-310001385867us-gaap:RestrictedStockUnitsRSUMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-01-310001385867us-gaap:RestrictedStockUnitsRSUMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-02-012020-10-310001385867us-gaap:RestrictedStockUnitsRSUMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-10-310001385867coup:MarketAndServiceBasedRestrictedStockUnitAwardsMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-02-012020-10-310001385867srt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMembercoup:TwoThousandSixStockPlanMember2016-09-012016-09-300001385867srt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMembercoup:TwoThousandSixStockPlanMember2018-03-012018-03-310001385867coup:TwoThousandSixteenEquityPlanMembersrt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMember2018-03-012018-03-310001385867coup:MarketBasedRestrictedStockUnitAwardsMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-03-012020-03-310001385867srt:MinimumMembercoup:MarketBasedRestrictedStockUnitAwardsMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-03-012020-03-310001385867srt:MaximumMembercoup:MarketBasedRestrictedStockUnitAwardsMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-03-012020-03-310001385867coup:MarketBasedRestrictedStockUnitAwardsMembercoup:TwoThousandSixteenEquityIncentivePlanMember2020-02-012020-10-310001385867srt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMembercoup:TwoThousandSixStockPlanMember2020-10-310001385867coup:TwoThousandSixteenEquityPlanMembercoup:MarketBasedRestrictedStockUnitAwardsMembersrt:ChiefExecutiveOfficerMember2020-10-310001385867coup:TwoThousandSixteenEquityPlanMembersrt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMember2020-10-310001385867srt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMembercoup:TwoThousandSixStockPlanMember2020-08-012020-10-310001385867srt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMembercoup:TwoThousandSixStockPlanMember2019-08-012019-10-310001385867srt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMembercoup:TwoThousandSixStockPlanMember2020-02-012020-10-310001385867srt:ChiefExecutiveOfficerMembercoup:MarketBasedStockOptionsMembercoup:TwoThousandSixStockPlanMember2019-02-012019-10-310001385867us-gaap:EmployeeStockMember2020-10-310001385867us-gaap:EmployeeStockMember2020-02-012020-10-31coup:Period0001385867coup:SubscriptionMember2020-08-012020-10-310001385867coup:SubscriptionMember2019-08-012019-10-310001385867coup:SubscriptionMember2020-02-012020-10-310001385867coup:SubscriptionMember2019-02-012019-10-310001385867coup:ProfessionalServicesAndOtherMember2020-08-012020-10-310001385867coup:ProfessionalServicesAndOtherMember2019-08-012019-10-310001385867coup:ProfessionalServicesAndOtherMember2020-02-012020-10-310001385867coup:ProfessionalServicesAndOtherMember2019-02-012019-10-310001385867us-gaap:ResearchAndDevelopmentExpenseMember2020-08-012020-10-310001385867us-gaap:ResearchAndDevelopmentExpenseMember2019-08-012019-10-310001385867us-gaap:ResearchAndDevelopmentExpenseMember2020-02-012020-10-310001385867us-gaap:ResearchAndDevelopmentExpenseMember2019-02-012019-10-310001385867us-gaap:SellingAndMarketingExpenseMember2020-08-012020-10-310001385867us-gaap:SellingAndMarketingExpenseMember2019-08-012019-10-310001385867us-gaap:SellingAndMarketingExpenseMember2020-02-012020-10-310001385867us-gaap:SellingAndMarketingExpenseMember2019-02-012019-10-310001385867us-gaap:GeneralAndAdministrativeExpenseMember2020-08-012020-10-310001385867us-gaap:GeneralAndAdministrativeExpenseMember2019-08-012019-10-310001385867us-gaap:GeneralAndAdministrativeExpenseMember2020-02-012020-10-310001385867us-gaap:GeneralAndAdministrativeExpenseMember2019-02-012019-10-310001385867us-gaap:SoftwareDevelopmentMember2020-02-012020-10-310001385867us-gaap:SoftwareDevelopmentMember2019-02-012020-01-310001385867us-gaap:EmployeeStockOptionMembercoup:TwoThousandSixStockPlanAndTwoThousandSixteenPlanMember2020-02-012020-10-310001385867us-gaap:EmployeeStockOptionMember2019-02-012019-10-310001385867us-gaap:EmployeeStockOptionMember2020-08-012020-10-310001385867us-gaap:EmployeeStockOptionMember2019-08-012019-10-310001385867us-gaap:EmployeeStockOptionMember2020-02-012020-10-310001385867srt:MinimumMemberus-gaap:EmployeeStockMember2020-08-012020-10-310001385867srt:MaximumMemberus-gaap:EmployeeStockMember2020-08-012020-10-310001385867srt:MinimumMemberus-gaap:EmployeeStockMember2019-08-012019-10-310001385867srt:MaximumMemberus-gaap:EmployeeStockMember2019-08-012019-10-310001385867srt:MinimumMemberus-gaap:EmployeeStockMember2020-02-012020-10-310001385867srt:MaximumMemberus-gaap:EmployeeStockMember2020-02-012020-10-310001385867srt:MinimumMemberus-gaap:EmployeeStockMember2019-02-012019-10-310001385867srt:MaximumMemberus-gaap:EmployeeStockMember2019-02-012019-10-310001385867us-gaap:EmployeeStockMember2020-08-012020-10-310001385867us-gaap:EmployeeStockMember2019-08-012019-10-310001385867us-gaap:EmployeeStockMember2019-02-012019-10-310001385867coup:MarketBasedStockOptionsMember2020-02-012020-10-310001385867coup:MarketBasedStockOptionsMember2020-08-012020-10-310001385867coup:MarketBasedStockOptionsMember2019-08-012019-10-310001385867coup:MarketBasedStockOptionsMember2019-02-012019-10-310001385867srt:MinimumMember2020-02-012020-10-310001385867us-gaap:EmployeeStockOptionMember2020-02-012020-10-310001385867us-gaap:EmployeeStockOptionMember2019-02-012019-10-310001385867us-gaap:RestrictedStockUnitsRSUMember2020-02-012020-10-310001385867us-gaap:RestrictedStockUnitsRSUMember2019-02-012019-10-310001385867coup:UnvestedCommonSharesSubjectToRepurchaseMember2020-02-012020-10-310001385867coup:UnvestedCommonSharesSubjectToRepurchaseMember2019-02-012019-10-310001385867coup:SharesCommittedUnderEmployeeStockPurchasePlanMember2020-02-012020-10-310001385867coup:SharesCommittedUnderEmployeeStockPurchasePlanMember2019-02-012019-10-310001385867coup:ContingentStockConsiderationForDCRAcquisitionMember2020-02-012020-10-310001385867coup:ContingentStockConsiderationForDCRAcquisitionMember2019-02-012019-10-310001385867coup:HoldbackSharesForAquiireAcquisitionMember2020-02-012020-10-310001385867coup:HoldbackSharesForAquiireAcquisitionMember2019-02-012019-10-310001385867srt:MaximumMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentySixMember2020-02-012020-10-310001385867srt:MaximumMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMember2020-02-012020-10-310001385867srt:MaximumMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMember2020-02-012020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:CommonStockMember2018-01-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:CommonStockMember2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:CommonStockMember2020-10-310001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:CommonStockMember2019-06-300001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:CommonStockMember2020-06-300001385867coup:ConvertibleSeniorNotesDueTwoThousandTwentySixMemberus-gaap:CommonStockMember2020-10-31coup:Segment0001385867country:US2020-08-012020-10-310001385867country:US2019-08-012019-10-310001385867country:US2020-02-012020-10-310001385867country:US2019-02-012019-10-310001385867us-gaap:NonUsMember2020-08-012020-10-310001385867us-gaap:NonUsMember2019-08-012019-10-310001385867us-gaap:NonUsMember2020-02-012020-10-310001385867us-gaap:NonUsMember2019-02-012019-10-310001385867srt:MinimumMemberus-gaap:CallOptionMembercoup:MorganStanleyMember2020-02-012020-10-310001385867us-gaap:CallOptionMembercoup:MorganStanleyMember2019-06-012019-06-300001385867us-gaap:CallOptionMembercoup:MorganStanleyMember2018-01-012018-01-310001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyFiveMembercoup:MorganStanleyMember2020-02-012020-10-310001385867us-gaap:CallOptionMembercoup:ConvertibleSeniorNotesDueTwoThousandTwentyThreeMembercoup:MorganStanleyMember2020-02-012020-10-310001385867coup:MorganStanleyMember2020-08-012020-10-310001385867coup:MorganStanleyMember2020-02-012020-10-310001385867coup:MorganStanleyMember2020-10-310001385867coup:MorganStanleyMember2020-01-310001385867coup:LLamasoftMemberus-gaap:SubsequentEventMember2020-11-022020-11-02

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-37901
COUPA SOFTWARE INCORPORATED
(Exact name of Registrant as specified in its charter)
 
Delaware20-4429448
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1855 S. Grant Street
San Mateo,CA94402
(Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code: (650) 931-3200
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareCOUP
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  x    No  ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨Smaller reporting company
Emerging growth company
 
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨ 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  x
As of December 3, 2020, the Registrant had 72,176,196 shares of common stock, $0.0001 par value per share, outstanding.
 





TABLE OF CONTENTS

Page
PART I.
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
  

i


NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, the expected impact of the COVID-19 pandemic on our business, results of operations and financial condition, customer lifetime value, strategy and plans, market size and opportunity, competitive position, industry environment, potential growth opportunities, product capabilities, expected impact of business acquisitions, our expectations for future operations and our convertible senior notes, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would” or the negative version of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. The forward-looking statements are contained principally in “Management’s Discussion and Analysis of Financial Condition and Result of Operations” and “Risk Factors.”
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.
 

1


PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
COUPA SOFTWARE INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
October 31,
2020
January 31,
2020
Assets
Current assets:
Cash and cash equivalents
$1,251,006 $268,045 
Marketable securities
103,134 499,160 
Accounts receivable, net of allowances
98,301 118,508 
Prepaid expenses and other current assets
33,553 31,636 
Deferred commissions, current portion
13,384 11,982 
Total current assets
1,499,378 929,331 
Property and equipment, net23,963 18,802 
Deferred commissions, net of current portion30,775 30,921 
Goodwill544,391 442,112 
Intangible assets, net145,511 128,660 
Operating lease right-of-use assets29,689 32,026 
Other assets24,762 12,221 
Total assets
$2,298,469 $1,594,073 
Liabilities, Temporary Equity and Stockholders’ Equity
Current liabilities:
Accounts payable
$2,447 $3,517 
Accrued expenses and other current liabilities
78,377 54,245 
Deferred revenue, current portion
250,680 257,692 
Current portion of convertible senior notes, net (Note 8)
600,062 187,115 
Operating lease liabilities, current portion
8,794 8,199 
Total current liabilities
940,360 510,768 
Convertible senior notes, net (Note 8)879,840 562,612 
Deferred revenue, net of current portion5,245 4,091 
Operating lease liabilities, net of current portion22,436 25,490 
Other liabilities37,589 28,620 
Total liabilities
1,885,470 1,131,581 
Commitments and contingencies (Note 9)
Temporary equity (Note 8)185 16,835 
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 25,000,000 shares authorized at October 31, 2020 and January 31, 2020; zero shares issued and outstanding at October 31, 2020 and January 31, 2020
  
Common stock, $0.0001 par value per share; 625,000,000 shares authorized at October 31, 2020 and January 31, 2020; 69,710,566 and 64,528,970 shares issued and outstanding at October 31, 2020 and January 31, 2020, respectively
7 7 
Additional paid-in capital
872,200 790,468 
Accumulated other comprehensive income
5,026 871 
Accumulated deficit
(464,419)(345,689)
Total stockholders’ equity
412,814 445,657 
Total liabilities, temporary equity and stockholders’ equity
$2,298,469 $1,594,073 

 See Notes to Condensed Consolidated Financial Statements.

2


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,
2020201920202019
Revenues:
Subscription
$118,083 $90,175 $335,399 $246,614 
Professional services and other
14,881 11,609 42,700 31,653 
Total revenues
132,964 101,784 378,099 278,267 
Cost of revenues:
Subscription
36,528 23,752 99,335 63,217 
Professional services and other
14,259 13,542 42,729 35,896 
Total cost of revenues
50,787 37,294 142,064 99,113 
Gross profit
82,177 64,490 236,035 179,154 
Operating expenses:
Research and development
30,528 23,460 87,459 67,838 
Sales and marketing
53,204 39,145 149,831 112,575 
General and administrative
32,092 18,830 69,941 56,297 
Total operating expenses
115,824 81,435 307,231 236,710 
Loss from operations(33,647)(16,945)(71,196)(57,556)
Interest expense(29,308)(13,188)(61,820)(24,874)
Interest income and other, net746 4,076 8,833 6,479 
Loss before provision for (benefit from) income taxes(62,209)(26,057)(124,183)(75,951)
Provision for (benefit from) income taxes(1,411)260 (5,453)(9,172)
Net loss$(60,798)$(26,317)$(118,730)$(66,779)
Net loss per share, basic and diluted
$(0.88)$(0.42)$(1.76)$(1.08)
Weighted-average number of shares used in computing net loss per share, basic and diluted
68,941 63,057 67,349 61,973 
 
See Notes to Condensed Consolidated Financial Statements.

3


COUPA SOFTWARE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
 
Three Months Ended
October 31,
Nine Months Ended
October 31,
2020201920202019
Net loss$(60,798)$(26,317)$(118,730)$(66,779)
Other comprehensive gain (loss) in relation to defined benefit plans, net of tax(53)(58)34 (1,463)
Changes in unrealized gain (loss) on marketable securities, net of tax(1,421)373 (335)210 
Foreign currency translation adjustments, net of tax(1,833) 4,456  
Comprehensive loss$(64,105)$(26,002)$(114,575)$(68,032)
 
See Notes to Condensed Consolidated Financial Statements.

4


COUPA SOFTWARE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
 
Three Months Ended October 31, 2020
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' Equity
SharesAmount
Balance at July 31, 202068,778.343 $7 $822,197 $8,333 $(403,621)$426,916 
Issuance of common stock for acquisitions
 —  — —  
Issuance of common stock for employee share purchase plan104,488 — 8,240 — — 8,240 
Exercise of stock options
375,612 — 5,513 — — 5,513 
Stock-based compensation expense
— — 37,106 — — 37,106 
Vested restricted stock units
341,543 — — — — — 
Settlement of 2023 Notes (Note 8)
110,580 — (804)— — (804)
Temporary equity reclassification
— — (52)— — (52)
Other comprehensive loss
— — — (3,307)— (3,307)
Net loss
— — — — (60,798)(60,798)
Balance at October 31, 202069,710,566 $7 $872,200 $5,026 $(464,419)$412,814 
Nine Months Ended October 31, 2020
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive IncomeAccumulated DeficitTotal Shareholders' Equity
SharesAmount
Balance at January 31, 202064,528,970 $7 $790,468 $871 $(345,689)$445,657 
Issuance of common stock for acquisitions
432,634 — 41,841 — — 41,841 
Issuance of common stock for employee share purchase plan
209,306 — 15,631 — — 15,631 
Exercise of stock options
1,363,416 — 15,122 — — 15,122 
Stock-based compensation expense
— — 95,862 — — 95,862 
Vested restricted stock units
999,828 — — — — — 
Equity component of 2026 Notes, net of issuance costs
— — 501,053 — — 501,053 
Purchase of capped calls in relation to 2026 Notes
— — (192,786)— — (192,786)
Settlement of 2023 Notes (Note 8)
2,176,412 — (385,218)— — (385,218)
Deferred tax related to convertible senior notes
— — (9,588)— — (9,588)
Temporary equity reclassification
— — (185)— — (185)
Other comprehensive income
— — — 4,155 — 4,155 
Net loss
— — — — (118,730)(118,730)
Balance at October 31, 202069,710,566 $7 $872,200 $5,026 $(464,419)$412,814 
 
See Notes to Condensed Consolidated Financial Statements.

5


COUPA SOFTWARE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited) 
Three Months Ended October 31, 2019
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' Equity
SharesAmount
Balance at July 31, 201962,727,158 $7 $750,617 $(1,233)$(295,319)$454,072 
Issuance of common stock for employee share purchase plan106,654 — 6,059 — — 6,059 
Exercise of stock options
524,686 — 3,189 — — 3,189 
Stock-based compensation expense
— — 22,178 — — 22,178 
Vested restricted stock units
308,777 — — — — — 
Other comprehensive income
— — — 315 — 315 
Net loss
— — — — (26,317)(26,317)
Balance at October 31, 201963,667,275 $7 $782,043 $(918)$(321,636)$459,496 
Nine Months Ended October 31, 2019
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' Equity
SharesAmount
Balance at January 31, 201960,455,381 $6 $567,797 $335 $(254,857)$313,281 
Equity component of 2025 Notes, net of issuance costs
— — 246,967 — — 246,967 
Purchase of capped calls
— — (118,738)— — (118,738)
Cancellation of common stock issued from acquisitions
(7,784)— — — — — 
Issuance of common stock for employee share purchase plan
215,412 — 11,455 — — 11,455 
Exercise of stock options
2,164,207 1 13,730 — — 13,731 
Stock-based compensation expense
— — 60,832 — — 60,832 
Vested restricted stock units
840,059 — — — — — 
Other comprehensive loss
— — — (1,253)— (1,253)
Net loss
— — — — (66,779)(66,779)
Balance at October 31, 201963,667,275 $7 $782,043 $(918)$(321,636)$459,496 
 
See Notes to Condensed Consolidated Financial Statements.

6


COUPA SOFTWARE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended
October 31,
20202019
Cash flows from operating activities
Net loss$(118,730)$(66,779)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
36,529 19,165 
Amortization of premium on marketable securities, net
869 374 
Amortization of deferred commissions
10,102 6,675 
Amortization of debt discount and issuance costs
58,727 23,350 
Stock-based compensation
94,851 60,068 
Gain on conversion of convertible senior notes
(3,166) 
Repayments of convertible senior notes attributable to debt discount (Note 8)
(27,208) 
Other
3,923 (637)
Changes in operating assets and liabilities net of effects from acquisitions:
Accounts receivable
22,519 23,855 
Prepaid expenses and other current assets
1,591 (9,839)
Other assets
(2,730)(2,998)
Deferred commissions
(11,355)(15,491)
Accounts payable
(1,435)(4,126)
Accrued expenses and other liabilities
4,941 6,895 
Deferred revenue
(11,630)5,365 
Net cash provided by operating activities
57,798 45,877 
Cash flows from investing activities
Purchases of marketable securities
(788,047)(318,759)
Maturities of marketable securities
351,973 44,796 
Sales of marketable securities
830,125 199,314 
Acquisitions, net of cash acquired
(94,121)(208,505)
Purchases of property and equipment
(9,559)(9,862)
Net cash provided by (used in) investing activities
290,371 (293,016)
Cash flows from financing activities
Proceeds from issuance of convertible senior notes, net of issuance costs
1,355,066 786,157 
Purchase of capped calls
(192,786)(118,738)
Repayments of convertible senior notes
(554,244) 
Proceeds from the exercise of common stock options
14,425 14,095 
Proceeds from issuance of common stock for employee stock purchase plan
15,631 11,455 
Net cash provided by financing activities
638,092 692,969 
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash128  
Net increase in cash, cash equivalents, and restricted cash986,389 445,830 
Cash, cash equivalents, and restricted cash at beginning of year268,280 141,319 
Cash, cash equivalents, and restricted cash at end of period$1,254,669 $587,149 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents
$1,251,006 $587,029 
Restricted cash included in other assets
3,663 120 
Total cash, cash equivalents, and restricted cash$1,254,669 $587,149 
See Notes to Condensed Consolidated Financial Statements.

7


COUPA SOFTWARE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended
October 31,
20202019
Supplemental disclosure of cash flow data
Cash paid for income taxes$2,495 $1,584 
Cash paid for interest$533 $543 
Supplemental disclosure of non-cash investing and financing activities
Property and equipment included in accounts payable and accrued expenses and other current liabilities$323 $537 
 
See Notes to Condensed Consolidated Financial Statements.

8


COUPA SOFTWARE INCORPORATED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1. Organization and Description of Business
Coupa Software Incorporated (the “Company”) was incorporated in the state of Delaware in 2006. The Company provides a comprehensive, cloud-based business spend management (or “BSM”) platform that provides greater visibility into and control over how companies spend money. The BSM platform enables businesses to achieve savings that drive profitability. The Company is based in San Mateo, California.
The Company’s fiscal year ends on January 31.

 Note 2. Significant Accounting Policies

Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2020 filed with the SEC on March 20, 2020 (the “Form 10-K”). The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated during consolidation.
The condensed consolidated balance sheet as of January 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results to be expected for the full fiscal year or any other period.
There have been no changes to the significant accounting policies described in the Form 10-K for the year ended January 31, 2020, other than the adoption of accounting pronouncements as described in the “Recently Adopted Accounting Pronouncements” section below.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including, but not limited to, the lives of tangible and intangible assets, stock-based compensation, the fair value of the contingent purchase consideration, the estimate of credit losses on accounts receivable and marketable securities, the valuation of acquired intangible assets and the recoverability or impairment of intangible assets, including goodwill, determination of performance obligations and standalone selling price ("SSP") in connection with revenue recognition, convertible senior notes fair value, the benefit period of deferred commissions, and provision for (benefit from) income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations.
Foreign Currency Translation
The functional currency of the Company's foreign operations is primarily the U.S. dollar, while a few of its subsidiaries use the Euro as their functional currency. In cases where the Company uses a foreign functional currency, the Company translates the foreign functional currency financial statements to U.S. dollars using the exchange rates at the balance sheet date for assets and liabilities, the period average exchange rates for revenues and expenses, and the historical exchange rates for equity. The effects of foreign currency translation adjustments are recorded in other comprehensive income as a component of stockholders' equity and the related periodic movements are presented in the condensed consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in interest income and other, net, in the condensed consolidated statements of operations for the period.

9


Concentration of Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, marketable securities, and accounts receivable. Cash deposits exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Refer to Note 14, “Significant Customers and Geographic Information” for additional information on significant customers during the period.
Comprehensive Loss
Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss consists of net loss, other comprehensive gain (loss) in relation to defined benefits plans, net of tax, changes in unrealized gain (loss) on marketable securities, net of tax, and foreign currency translation adjustments, net of tax. The other comprehensive gain (loss) in relation to defined benefits plans represents net deferred gains and losses and prior service costs and credits for the defined benefit pension plans. 
Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings or other comprehensive loss when they occur. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted price in active markets for identical assets or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the assets or liabilities.

Revenue Recognition
The Company derives its revenues primarily from subscription fees and professional services fees. Revenues are recognized when control of these services are transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. Revenues are recognized net of applicable taxes imposed on the related transaction. The Company’s revenue recognition policy follows guidance from Accounting Standards Codification 606, Revenue from Contracts with Customers (Topic 606).
The Company determines revenue recognition through the following five-step framework:
Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when, or as, the Company satisfies a performance obligation.

10


Subscription Revenues
The Company offers subscriptions to its cloud-based business spend management platform, including procurement, invoicing and expense management. Subscription revenues consist primarily of fees to provide the Company’s customers access to its cloud-based platform, which includes routine customer support. Subscription contracts do not provide customers with the right to take possession of the software, are non-cancelable, and do not contain general rights of return. Generally, subscription revenues are recognized ratably over the contractual term of the arrangement, beginning on the date that the service is made available to the customer. Subscription contracts typically have a term of three years with invoicing occurring in annual installments at the beginning of each year in the subscription period. Subscription revenues also include fees to provide support and updates to legacy acquired customers. The support and update revenues associated with these customers are recognized ratably over the contract term.
Professional Services Revenues and Other
The Company offers professional services which primarily include deployment services, optimization services, and training. Professional services are generally sold on a fixed-fee or time-and-materials basis. For services billed on a fixed-fee basis, invoicing typically occurs in advance, and revenue is recognized over time based on the proportion performed. For services billed on a time-and-materials basis, revenue is recognized over time as services are performed.
Refer to Note 14, “Significant Customers and Geographic Information” for additional information on disaggregated revenue during the period.
Significant Judgments
The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Subscription and professional services are both distinct performance obligations that are accounted for separately. In contracts with multiple performance obligations, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis.
The determination of SSP for each distinct performance obligation requires judgment. The Company determines SSP for performance obligations based on overall pricing objectives, which take into consideration market conditions and entity-specific factors. This includes a review of historical data related to the size of arrangements, the cloud applications being sold, customer demographics and the numbers and types of users within the arrangements. The Company uses a range of amounts to estimate SSP for performance obligations. There is typically more than one SSP for individual products and services due to the stratification of those products and services by considerations such as size and sales regions.
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing for contracts with customers. The Company records a receivable when revenue is recognized prior to invoicing. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition. Subscription and fixed-fee professional services arrangements are commonly billed in advance, recognized as deferred revenue, and then amortized into revenue over time. However, other professional services arrangements, primarily those recognized on a time-and-materials basis, are billed in arrears following services that have been rendered. This may result in revenue recognition greater than invoiced amounts which results in a receivable balance. Receivables represent an unconditional right to payment. As of October 31, 2020 and January 31, 2020, the balance of accounts receivable, net of the allowance for doubtful accounts, was $98.3 million and $118.5 million, respectively. Of these balances, $3.2 million and $6.1 million represent short-term unbilled receivable amounts as of October 31, 2020 and January 31, 2020, respectively. As of October 31, 2020 and January 31, 2020, the Company had long-term unbilled receivables of approximately $197,000 and $350,000, respectively, which were included in Other assets on the condensed consolidated balance sheet.
When the timing of revenue recognition differs from the timing of invoicing, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Payment terms vary by contract type, however arrangements typically stipulate a requirement for the customer to pay within 30 days.

11


At any point in the contract term, the transaction price may be allocated to performance obligations that are unsatisfied or are partially unsatisfied. These amounts relate to remaining performance obligations on non-cancelable contracts which include both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. As of October 31, 2020, approximately $747.8 million of revenue is expected to be recognized from remaining performance obligations, a majority of which is related to multi-year subscription arrangements. The Company expects to recognize revenue on approximately three-fourths of these remaining performance obligations within the next 24 months and the remainder thereafter. The Company applies the practical expedient to exclude remaining performance obligations that are part of contracts with an original expected duration of one year or less. During the three and nine months ended October 31, 2020, the revenue recognized from performance obligations satisfied in prior periods was approximately $1.5 million and $5.0 million, respectively.
Accounts Receivable and Allowances for Doubtful Accounts and Credit Losses
The Company extends credit to its customers in the normal course of business and does not require cash collateral or other security to support the collection of customer receivables. The Company estimates the amount of uncollectible accounts receivable at the end of each reporting period and provides a reserve when needed based on an assessment of various factors including the aging of the receivable balance, historical experience, and expectations of forward-looking loss estimates. When developing the expectations of forward-looking loss estimates, the Company takes into consideration forecasts of future economic conditions, information about past events, such as historical trends of write-offs, and customer-specific circumstances, such as bankruptcies and disputes. Accounts receivable are written off when deemed uncollectible. The allowances for doubtful accounts and credit losses were approximately $3.5 million as of October 31, 2020 and not material as of January 31, 2020.
Marketable Securities
Marketable securities consist of financial instruments such as U.S. treasury securities, U.S. agency obligations, corporate notes and bonds, commercial paper, asset backed securities and certificates of deposit. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at estimated fair value. Credit losses related to the marketable securities are recorded in interest income and other, net in the condensed consolidated statements of operations through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Any remaining unrealized losses, or any unrealized gains, for marketable securities are included in accumulated other comprehensive income, a component of stockholders’ equity.
If quoted prices for identical instruments are available in an active market, marketable securities are classified within Level 1 of the fair value hierarchy. If quoted prices for identical instruments in active markets are not available, fair values are estimated using quoted prices of similar instruments and are classified within Level 2 of the fair value hierarchy.
Deferred Revenue
Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue and is recognized as revenue as the revenue recognition criteria are met. The Company generally invoices its customers annually for the forthcoming year of service. Accordingly, the Company’s deferred revenue balance does not include revenue for future years of multiple year non-cancellable contracts that have not yet been billed. During the three months ended October 31, 2020, the Company recognized revenue of $107.8 million that was included in the deferred revenue balance as of July 31, 2020. During the nine months ended October 31, 2020, the Company recognized revenue of $228.0 million that was included in the deferred revenue balance as of January 31, 2020. 
Deferred Commissions
Commissions are earned by sales personnel upon the execution of the sales contract by the customer, and commission payments are made shortly after they are earned. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit of five years. The Company determined the period of benefit by taking into consideration its past experience with customers, future cash flows expected from customers, industry peers and other available information.  
The Company capitalized commission costs of $5.3 million and $5.6 million, and amortized $3.6 million and $2.4 million to sales and marketing expense in the accompanying condensed consolidated statements of operations during the three months ended October 31, 2020 and 2019, respectively. The Company capitalized commission costs of $11.4 million and $15.5 million and amortized $10.1 million and $6.7 million to sales and marketing expense in the accompanying condensed consolidated statements of operations during the nine months ended October 31, 2020 and 2019, respectively. 

12


Leases
Leases arise from contracts that convey the right to control the use of identified property or equipment for a period of time in exchange for consideration. The Company’s leasing arrangements are primarily for office space used to conduct operations.
Leases are classified at commencement as either operating or finance leases. As of October 31, 2020, all of the Company’s leases are classified as operating leases. Rent expense for operating leases is recognized using the straight-line method over the term of the agreement beginning on the lease commencement date.
At commencement, the Company records a lease liability at the present value of future lease payments, net of any future lease incentives to be received. Lease agreements may include options to renew the lease term, which is not included in the lease periods to calculate future lease payments unless it is reasonably certain the Company will renew the lease. The Company estimates its incremental borrowing rate (“IBR”) based on the information available at the lease commencement date in determining the present value of lease payments. In determining the appropriate IBR, the Company considers information including, but not limited to, the lease term and the currency in which the arrangement is denominated.
At commencement, the Company also records a corresponding right-of-use asset, which is calculated based on the amount of the lease liability, adjusted for any advance lease payments made and initial direct costs incurred. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets.
As of October 31, 2020, the Company was not a material lessor in leasing arrangements or a party to a material sublease arrangement.
Recent Accounting Guidance
Recently Adopted Accounting Pronouncements 
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU No. 2016-13 replaces the incumbent incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this standard on February 1, 2020, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The Company early adopted this standard on February 1, 2020, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.
In May 2020, the SEC issued Final Rule Release No. 33-10786, which amends the financial statement requirements for acquisitions and dispositions of businesses and related pro forma financial information required under SEC Regulation S-X, Rule 3-05. Among other modifications, the amendments change certain criteria in the significance tests used to determine the requirements for audited financial statements and related pro forma financial information, the periods audited financial statements must cover, and the form and content of the pro forma financial information. The final rule is effective on January 1, 2021, however, voluntary early adoption is permitted as long as all amendments are adopted in their entirety. The Company early adopted the final rule during the third quarter of fiscal 2021, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

13


New Accounting Pronouncements Not Yet Adopted
In August 2018, the FASB issued ASU No. 2018-14, which amends FASB ASC Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this guidance remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures and add disclosure requirements identified as relevant. This guidance is effective for annual reporting periods ending after December 15, 2020, with early adoption permitted, and is required to be adopted retrospectively. The Company is currently evaluating the timing and method of adoption and the related impact of ASU No. 2018-14 on its financial statements.
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815 or for convertible debt issued at a substantial premium. The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for it. In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The ASU is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within those annual periods, with early adoption permitted no earlier than the fiscal year beginning after December 15, 2020. The ASU allows entities to use a modified or full retrospective transition method. Under the modified approach, entities will apply the guidance to all financial instruments that are outstanding as of the beginning of the year of adoption with the cumulative effect recognized as an adjustment to the opening balance of retained earnings. Under the full retrospective method, entities will apply it to all outstanding financial instruments for each prior reporting period presented. The Company is currently evaluating the timing and method of adoption and the related impact of the new guidance on the earnings per share and on its financial statements.
 
Note 3. Marketable Securities
 
The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheets (in thousands):
 
October 31, 2020
Amortized CostsUnrealized GainsUnrealized LossesFair Value
U.S. treasury securities$83,181 $116 $(1)$83,296 
Corporate notes and bonds19,395 163  19,558 
Certificates of deposit280   280 
Total marketable securities
$102,856 $279 $(1)$103,134 
 
January 31, 2020
Amortized CostsUnrealized GainsUnrealized LossesFair Value
U.S. treasury securities$306,871 $324 $ $307,195 
Corporate notes and bonds155,751 272  156,023 
Commercial paper15,977   15,977 
Asset backed securities15,501 17  15,518 
Certificates of deposit4,447   4,447 
Total marketable securities
$498,547 $613 $ $499,160 
 
 
As of October 31, 2020, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands):
 
Due within one year$101,802 
Due in one year through five years1,332 
Total
$103,134 


14


The Company's marketable securities consist primarily of U.S. Treasury securities and high credit quality corporate notes and bonds. As the Company views its marketable securities as available to support its current operations, it has classified all available for sale securities as short-term.
During the three and nine months ended October 31, 2020, the Company recognized gross realized gains of approximately $872,000, and $1.0 million, from available-for-sale marketable securities, respectively. During the three and nine months ended October 31, 2019, there were no material gross realized gains or losses from available-for-sale marketable securities.
The Company regularly reviews the changes to the rating of its debt securities by rating agencies as well as reasonably monitors the surrounding economic conditions to assess the risk of expected credit losses. As of October 31, 2020, the unrealized losses and the related risk of expected credit losses were insignificant.

Note 4. Business Combinations
 
Much-Net GmbH

On September 15, 2020, the Company acquired all of the equity interest in Much-Net GmbH, ("Much-Net"), a financial instrument software and service provider that specializes in risk management. The purchase consideration was approximately $4.3 million in cash which is net of $1.8 million in cash acquired. The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. In aggregate, the Company recorded $1.0 million for developed technology intangible assets with an estimated useful life of four years, and $4.1 million of goodwill which is primarily attributed to assembled workforce and expected synergies. The goodwill is not deductible for income tax purposes. The other assets acquired and liabilities assumed were not material.
The purchase price allocation is preliminary. The Company continues to collect information with regard to its estimates and assumptions, including potential liabilities and contingencies. The Company will record adjustments to the fair value of the net assets acquired and goodwill within the twelve months measurement period, if necessary.
The revenue and earnings of the acquired business have been included in the Company’s results since the acquisition date and are not material to the Company’s condensed consolidated financial results. Pro forma results of operations for this acquisition have not been presented as the financial impact on the Company’s condensed consolidated financial statements would be immaterial.

Bellin Treasury International GmbH
 
On June 9, 2020, the Company acquired all of the equity interest in Bellin Treasury International GmbH, (“Bellin”), a cloud-based treasury management software platform that improves visibility and control over cash, and optimizes treasury processes. The purchase consideration was approximately $121.2 million, comprised of $79.4 million in cash (of which $8.0 million is being held in escrow for eighteen months after the transaction closing date) and 186,300 shares of the Company’s common stock with a fair value of approximately $41.8 million as of the transaction close date. In addition, the Company issued 208,766 shares of unvested common stock with an approximate fair value of $46.9 million to one of the selling shareholders. These shares are subject to service-based vesting conditions including continued employment with the Company, and all these shares were unvested as of October 31, 2020. The value assigned to the unvested common stock will be recorded as post-acquisition compensation expense as the shares vest and has been excluded from the purchase consideration.

15


The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which the Company has allocated the total fair value of purchase consideration were as follows (in thousands):
 
June 9, 2020
Cash and cash equivalents$4,783 
Accounts receivable5,345 
Intangible assets42,745 
Other assets5,203 
Goodwill85,504 
Accounts payable and other current liabilities(3,796)
Deferred revenue(4,230)
Deferred tax liability, net(11,610)
Other non-current liabilities(2,769)
Total consideration
$121,175 
 
The purchase price allocation is preliminary. The Company continues to collect information with regard to its estimates and assumptions, including potential liabilities and contingencies. The Company will record adjustments to the fair value of the assets acquired, liabilities assumed and goodwill within the twelve months measurement period, if necessary. The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of Bellin and is not deductible for income tax purposes. The Company determined the fair values of intangible assets acquired and liabilities assumed with the assistance of third-party valuation consultants. Based on this valuation, the intangible assets acquired were (in thousands):
 
Fair ValueUseful life
(in Years)
Developed technology$27,800 5
Customer relationships14,700 5
Trademarks245 0.5
Total intangible assets
$42,745 
 
The Company incurred costs related to this acquisition of approximately $1.2 million for the nine months ended October 31, 2020. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.
The revenue and earnings of the acquired business have been included in the Company’s results since the acquisition date and are not material to the Company’s condensed consolidated financial results. Pro forma results of operations for this acquisition have not been presented as the financial impact on the Company’s condensed consolidated financial statements would be immaterial.
 

16


ConnXus, Inc.
 
On May 1, 2020, the Company acquired all of the equity interest in ConnXus, Inc. (“ConnXus”), a cloud-based supply relationship management platform that enables enterprises, health systems and government agencies to monitor all aspects of their supplier diversity compliance programs. The purchase consideration was approximately $10.0 million in cash of which approximately $1.4 million is being held back by the Company for fifteen months after the transaction closing date.
The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which the Company has allocated the total fair value of purchase consideration were as follows (in thousands):
 
May 1, 2020
Intangible assets$1,900 
Other assets630 
Goodwill8,526 
Accounts payable and other liabilities(1,056)
Total consideration
$10,000 
 
The purchase price allocation is preliminary. The Company continues to collect information with regard to its estimates and assumptions, including potential liabilities and contingencies. The Company will record adjustments to the fair value of the assets acquired, liabilities assumed and goodwill within the twelve months measurement period, if necessary. The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of ConnXus and is not deductible for income tax purposes. The Company determined the fair values of intangible assets acquired and liabilities assumed. Based on this valuation, the intangible assets acquired was (in thousands):
 
Fair ValueUseful life
(in Years)
Developed technology$1,900 4
Total intangible assets
$1,900 
 
The Company incurred costs related to this acquisition of approximately $400,000 for the nine months ended October 31, 2020. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.
The revenue and earnings of the acquired business have been included in the Company’s results since the acquisition date and are not material to the Company’s condensed consolidated financial results. Pro forma results of operations for this acquisition have not been presented as the financial impact on the Company’s condensed consolidated financial statements would be immaterial.
 
Yapta, Inc.
On December 13, 2019, the Company completed the acquisition of Yapta, Inc., (“Yapta”). Yapta developed technology that enables the Company to offer price assurance capabilities that dynamically track prices on airline and hotel reservations and instantly rebooks them at the lowest available price, without impacting the traveler experience. The purchase consideration comprised of approximately $98.7 million in cash and $12.5 million in cash contingent on the achievement of Yapta’s revenue target during the twelve months starting from the transaction closing date. Approximately $9.8 million of the purchase consideration is being held in escrow for fifteen months after the transaction closing day.

17


The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The contingent cash consideration was classified as a liability and included in other liabilities on the Company’s condensed consolidated balance sheet, subject to measurement on a recurring basis at fair value. The valuation of the contingent consideration was determined based on the probable achievement of Yapta’s revenues target within a specified time period from the transaction date. As of the acquisition date and January 31, 2020, the fair value of the contingent consideration payable was determined to be $12.5 million. As of April 30, 2020, the Company estimated that Yapta would not be able to achieve the revenues target during the measurement period of twelve months starting from the transaction closing date, largely caused by the reduced business travel activity arising from the pandemic related to the novel strain of the coronavirus ("COVID-19"). As a result, the fair value of the contingent consideration was determined to be zero at April 30, 2020, and the Company reversed the $12.5 million of contingent liabilities with an offset to general and administrative expenses in the condensed consolidated statements of operations during the three months ended April 30, 2020. As of October 31, 2020, the Company determined that the fair value of the contingent consideration remained at zero. The Company will continue to track Yapta’s revenues and evaluate the fair value of the contingent consideration during the remaining revenue target measurement period.
The major classes of assets and liabilities to which the Company has allocated the total fair value of purchase consideration of $111.2 million were as follows (in thousands):
 
December 13, 2019
Cash and cash equivalents$333 
Accounts receivable3,796 
Intangible assets39,710 
Other assets1,482 
Goodwill70,748 
Deferred tax liability, net(2,498)
Accounts payable and other liabilities(2,387)
Total consideration
$111,184 
 
The purchase price allocation is preliminary. The Company continues to collect information with regard to its estimates and assumptions, including potential liabilities and contingencies. The Company will record adjustments to the fair value of the assets acquired, liabilities assumed and goodwill within the twelve months measurement period, if necessary. The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of Yapta and is not deductible for income tax purposes. The Company determined the fair values of intangible assets acquired and liabilities assumed with the assistance of third-party valuation consultants. Based on this valuation, the intangible assets acquired were (in thousands):  
 
Fair ValueUseful life
(in Years)
Developed technology$31,300 4
Customer relationships8,300 5
Trademarks110 0.5
Total intangible assets
$39,710 
 
The Company incurred costs related to this acquisition of approximately $0.8 million for the year ended January 31, 2020. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.
The revenue and earnings of the acquired business have been included in the Company’s results since the acquisition date and are not material to the Company’s condensed consolidated financial results. Pro forma results of operations for this acquisition have not been presented as the financial impact on the Company’s condensed consolidated financial statements would be immaterial.
 

18


Exari Group, Inc.
 
On May 6, 2019, the Company completed the acquisition of Exari Group, Inc. (“Exari”) for consideration of approximately $214.6 million in cash. The acquisition extends the Company’s BSM platform with advanced contract lifecycle management capabilities to enable companies to comprehensively manage their contract lifecycle and operationalize their contracts against spend transactions.
 
The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which the Company has allocated the fair value of purchase consideration were as follows (in thousands):
 
May 6, 2019
Cash and cash equivalents$6,337 
Accounts receivable7,863 
Intangible assets57,000 
Other assets5,646 
Goodwill163,170 
Accounts payable and other current liabilities(6,232)
Deferred revenue(4,443)
Deferred tax liability, net(11,046)
Other non-current liabilities(3,679)
Total consideration
$214,616 
 
The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of Exari and is partially deductible for income tax purposes. The Company determined the fair values of intangible assets acquired and liabilities assumed with the assistance of third-party valuation consultants. Based on this valuation, the intangible assets acquired were (in thousands):  
 
Fair ValueUseful life
(in Years)
Developed technology$45,400 3to5
Customer relationships11,100 5
Trademarks500 1
Total intangible assets
$