Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 31, 2022 | Dec. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37901 | |
Entity Registrant Name | COUPA SOFTWARE INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-4429448 | |
Entity Address, Address Line One | 1855 S. Grant Street | |
Entity Address, City or Town | San Mateo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94402 | |
City Area Code | 650 | |
Local Phone Number | 931-3200 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | COUP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 76,150,794 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001385867 | |
Current Fiscal Year End Date | --01-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
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 |
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 (Note 8) | 2 | 1,639 |
Operating lease liabilities, current portion | 13,677 | 12,760 |
Total current liabilities | 626,534 | 566,952 |
Convertible senior notes, net (Note 8) | 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 |
Commitments and contingencies (Note 9) | ||
Redeemable non-controlling interests (Note 3) | 19,152 | 12,084 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 25,000,000 shares authorized at October 31, 2022 and January 31, 2022; zero shares issued and outstanding at October 31, 2022 and January 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value per share; 625,000,000 shares authorized at October 31, 2022 and January 31, 2022; 76,110,711 and 75,060,139 shares issued and outstanding at October 31, 2022 and January 31, 2022, respectively | 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 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2022 | Jan. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 625,000,000 | 625,000,000 |
Common stock, shares issued (in shares) | 76,110,711 | 75,060,139 |
Common stock, shares outstanding (in shares) | 76,110,711 | 75,060,139 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Revenues: | ||||
Total revenues | $ 217,336 | $ 185,816 | $ 624,810 | $ 531,991 |
Cost of revenues: | ||||
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, attributable to Coupa Software Incorporated (in dollars per share) | $ (1.11) | $ (1.23) | $ (3.19) | $ (3.85) |
Net loss per share, diluted, attributable to Coupa Software Incorporated (in dollars per share) | $ (1.11) | $ (1.23) | $ (3.19) | $ (3.85) |
Weighted-average number of shares used in computing net loss per share , basic (in shares) | 76,040 | 74,133 | 75,635 | 73,514 |
Weighted-average number of shares used in computing net loss per share , diluted (in shares) | 76,040 | 74,133 | 75,635 | 73,514 |
Subscription | ||||
Revenues: | ||||
Total revenues | $ 198,409 | $ 164,745 | $ 569,549 | $ 461,079 |
Cost of revenues: | ||||
Total cost of revenues | 65,427 | 52,279 | 184,364 | 154,701 |
Professional services and other | ||||
Revenues: | ||||
Total revenues | 18,927 | 21,071 | 55,261 | 70,912 |
Cost of revenues: | ||||
Total cost of revenues | $ 22,289 | $ 25,341 | $ 67,489 | $ 81,865 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Income Statement [Abstract] | ||||
Net loss | $ (84,104) | $ (88,038) | $ (235,903) | $ (275,144) |
Other comprehensive gain in relation to defined benefit plans, net of tax | 418 | 258 | 1,239 | 313 |
Changes in unrealized loss on marketable securities and non-marketable debt securities, net of tax | (512) | (227) | (3,281) | (285) |
Foreign currency translation adjustments, net of tax | (428) | (92) | (1,153) | (507) |
Comprehensive loss | (84,626) | (88,099) | (239,098) | (275,623) |
Less comprehensive loss attributable to redeemable non-controlling interests: | ||||
Net loss attributable to redeemable non-controlling interests | (353) | (273) | (1,019) | (790) |
Foreign currency translation adjustments, net of tax, attributable to redeemable non-controlling interests | (194) | (51) | (557) | (62) |
Comprehensive loss attributable to redeemable non-controlling interests | (547) | (324) | (1,576) | (852) |
Comprehensive loss attributable to Coupa Software Incorporated | $ (84,079) | $ (87,775) | $ (237,522) | $ (274,771) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Balance (in shares) at Jan. 31, 2021 | 72,753,659 | |||||||
Balance at Jan. 31, 2021 | $ 1,040,231 | $ 7 | $ 1,556,865 | $ 9,165 | $ (525,806) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for acquisitions (in shares) | 22,370 | |||||||
Issuance of common stock for employee share purchase plan (in shares) | 156,810 | |||||||
Issuance of common stock for employee share purchase plan | 21,626 | 21,626 | ||||||
Exercise of stock options (in shares) | 597,586 | |||||||
Exercise of stock options | 7,431 | 7,431 | ||||||
Stock-based compensation expense | 145,982 | 145,982 | ||||||
Vested restricted stock units (in shares) | 951,082 | |||||||
Settlement of convertible senior notes (in shares) | 132,098 | |||||||
Settlement of convertible senior notes | (348) | (348) | ||||||
Temporary equity reclassification | 369 | 369 | ||||||
Other comprehensive income (loss) | (417) | (417) | ||||||
Net loss attributable to Coupa Software Incorporated, including adjustment to redeemable non-controlling interests | (283,027) | (7,883) | (275,144) | |||||
Balance (in shares) at Oct. 31, 2021 | 74,613,605 | |||||||
Balance at Oct. 31, 2021 | 931,847 | $ 7 | 1,724,042 | 8,748 | (800,950) | |||
Balance (in shares) at Jan. 31, 2021 | 72,753,659 | |||||||
Balance at Jan. 31, 2021 | 1,040,231 | $ 7 | 1,556,865 | 9,165 | (525,806) | |||
Balance (in shares) at Jan. 31, 2022 | 75,060,139 | |||||||
Balance at Jan. 31, 2022 | $ 893,578 | $ (537,102) | $ 7 | 1,778,840 | $ (738,892) | 9,643 | (894,912) | $ 201,790 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | |||||||
Balance (in shares) at Jul. 31, 2021 | 73,991,612 | |||||||
Balance at Jul. 31, 2021 | $ 958,657 | $ 7 | 1,662,804 | 8,758 | (712,912) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for employee share purchase plan (in shares) | 74,348 | |||||||
Issuance of common stock for employee share purchase plan | 11,149 | 11,149 | ||||||
Exercise of stock options (in shares) | 185,723 | |||||||
Exercise of stock options | 2,713 | 2,713 | ||||||
Stock-based compensation expense | 50,641 | 50,641 | ||||||
Vested restricted stock units (in shares) | 286,897 | |||||||
Settlement of convertible senior notes (in shares) | 75,025 | |||||||
Settlement of convertible senior notes | (108) | (108) | ||||||
Temporary equity reclassification | 8 | 8 | ||||||
Other comprehensive income (loss) | (10) | (10) | ||||||
Net loss attributable to Coupa Software Incorporated, including adjustment to redeemable non-controlling interests | (91,203) | (3,165) | (88,038) | |||||
Balance (in shares) at Oct. 31, 2021 | 74,613,605 | |||||||
Balance at Oct. 31, 2021 | 931,847 | $ 7 | 1,724,042 | 8,748 | (800,950) | |||
Balance (in shares) at Jan. 31, 2022 | 75,060,139 | |||||||
Balance at Jan. 31, 2022 | 893,578 | $ (537,102) | $ 7 | 1,778,840 | $ (738,892) | 9,643 | (894,912) | $ 201,790 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for employee share purchase plan (in shares) | 282,053 | |||||||
Issuance of common stock for employee share purchase plan | 17,194 | 17,194 | ||||||
Exercise of stock options (in shares) | 118,080 | |||||||
Exercise of stock options | 1,226 | $ 1 | 1,225 | |||||
Stock-based compensation expense | 172,977 | 172,977 | ||||||
Vested restricted stock units (in shares) | 962,660 | |||||||
Repurchases of common stock (in shares) | (325,292) | |||||||
Repurchases of common stock | (20,006) | (20,006) | ||||||
Settlement of convertible senior notes (in shares) | 13,071 | |||||||
Settlement of convertible senior notes | (1) | (1) | ||||||
Other comprehensive income (loss) | (2,638) | (2,638) | ||||||
Net loss attributable to Coupa Software Incorporated, including adjustment to redeemable non-controlling interests | (241,417) | (5,514) | (235,903) | |||||
Balance (in shares) at Oct. 31, 2022 | 76,110,711 | |||||||
Balance at Oct. 31, 2022 | 283,811 | $ 8 | 1,225,829 | 7,005 | (949,031) | |||
Balance (in shares) at Jul. 31, 2022 | 75,928,377 | |||||||
Balance at Jul. 31, 2022 | 317,311 | $ 8 | 1,154,891 | 7,333 | (844,921) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock for employee share purchase plan (in shares) | 120,325 | |||||||
Issuance of common stock for employee share purchase plan | 7,221 | 7,221 | ||||||
Exercise of stock options (in shares) | 28,870 | |||||||
Exercise of stock options | 266 | $ 0 | 266 | |||||
Stock-based compensation expense | 64,023 | 64,023 | ||||||
Vested restricted stock units (in shares) | 345,360 | |||||||
Repurchases of common stock (in shares) | (325,292) | |||||||
Repurchases of common stock | (20,006) | (20,006) | ||||||
Settlement of convertible senior notes (in shares) | 13,071 | |||||||
Settlement of convertible senior notes | (1) | (1) | ||||||
Other comprehensive income (loss) | (328) | (328) | ||||||
Net loss attributable to Coupa Software Incorporated, including adjustment to redeemable non-controlling interests | (84,675) | (571) | (84,104) | |||||
Balance (in shares) at Oct. 31, 2022 | 76,110,711 | |||||||
Balance at Oct. 31, 2022 | $ 283,811 | $ 8 | $ 1,225,829 | $ 7,005 | $ (949,031) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Cash flows from operating activities | ||
Net loss attributable to Coupa Software Incorporated | $ (241,417) | $ (283,027) |
Net loss 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 | 0 | 357 |
Repayments of convertible senior notes attributable to debt discount (Note 8) | 0 | (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) | 0 |
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 |
Restricted cash, asset, statement of financial position [Extensible List] | Other assets | Other assets |
Total cash, cash equivalents, and restricted cash | $ 525,132 | $ 462,364 |
Supplemental disclosure of cash flow data | ||
Cash paid for income taxes | 5,332 | 3,181 |
Cash paid for interest | 3,094 | 3,101 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property and equipment included in accounts payable and accrued expenses and other current liabilities | $ 1,427 | $ 468 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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, 2022 filed with the SEC on March 16, 2022 (the “Form 10-K”). The condensed consolidated financial statements include the results of the Company, its wholly-owned subsidiaries, as well as subsidiaries in which the Company has a controlling interest. All significant intercompany transactions and balances have been eliminated during consolidation. The condensed consolidated balance sheet as of January 31, 2022, 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, 2022, 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 valuation of accounts receivable, the lives of tangible and intangible assets, the valuation of acquired intangible assets and the recoverability or impairment of intangible assets, including goodwill, revenue recognition, stock-based compensation, redemption value of redeemable non-controlling interests, the benefit period of deferred commissions, and provision for (benefit from) income taxes. Management bases its estimates and assumptions 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 local currency as their functional currency for the nine months ended October 31, 2022. 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 other expense, net, in the condensed consolidated statements of operations for the period. 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 may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation (“SIPC”). Marketable securities balances may, at times, also exceed SIPC limits. 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 debt securities and non-marketable debt 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, professional services fees and other. 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. Subscription Revenues The Company offers subscriptions to its cloud-based business spend management platform, including procurement, invoicing, expense management and payment solutions. 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 in general 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. Term-based licenses are sold as bundled arrangements that include the rights to a term license and post-contract customer support (“PCS”). Accordingly, the Company allocates the transaction price to each performance obligation. The revenues related to the amount allocated to PCS are included in subscription revenue, which are recognized ratably over the contract term beginning on the license delivery date. 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. Term-based licenses are sold as bundled arrangements that include the rights to a term license and PCS. Accordingly, the Company allocates the transaction price to each performance obligation. The revenues related to the amount allocated to term-based licenses are included in other revenue, which is recognized at the start of the license term when delivery is complete. 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 services, professional services, term-based licenses, and related PCS are 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 (“SSP”) 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 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. The Company's term-based license contracts are billed annually in advance, recognized as deferred revenue, and then recognized as revenues upfront for the license component and ratably over the term license for the PCS component. However, other professional services arrangements, primarily those recognized on a time-and-materials basis, are billed in arrears following services that have been rendered. In addition, for multi-year term-based license contracts, the revenue allocated to license component is recognized upfront while the billing is on annual basis. 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, 2022 and January 31, 2022, the balance of accounts receivable, net of the allowance for credit losses, was $200.8 million and $226.2 million, respectively. Of these balances, $9.7 million and $13.9 million represent unbilled receivable amounts as of October 31, 2022 and January 31, 2022, respectively. In addition, as of October 31, 2022 and January 31, 2022, the balance of long-term unbilled receivables was approximately $220,000 and $1.9 million, respectively, which were included in other assets on the Company's 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. 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, 2022, approximately $1,452.6 million of the transaction price from contracts with customers is allocated to the remaining performance obligations. 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 and contracts where revenue is being recognized under the as-invoiced method. During the three and nine months ended October 31, 2022, the revenue recognized from performance obligations satisfied in prior periods was approximately $1.7 million and $2.5 million, respectively. Accounts Receivable and Allowances for 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 credit losses were not material as of October 31, 2022 and January 31, 2022. 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 other expense, 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. No credit losses related to marketable securities were recorded by the Company during the three and nine months ended October 31, 2022. 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. Other Investments Other investments consist of non-marketable debt and equity investments in privately-held companies without readily determinable fair values in which the Company does not have a controlling interest or significant influence. The Company records non-marketable debt investments at their estimated fair value on a recurring basis with changes in fair value recorded in accumulated other comprehensive income, a component of stockholders’ equity. The Company elected to apply the measurement alternative for non-marketable equity securities, measuring them at cost, less any impairment, and adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These non-marketable debt and equity investments are included in other assets on the Company’s condensed consolidated balance sheets. Deferred Revenue Deferred revenue consists of non-cancelable 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-cancelable contracts that have not yet been billed. Of the total deferred revenue balance, subscription deferred revenue was $507.0 million and $484.1 million as of October 31, 2022 and January 31, 2022, respectively. During the three and nine months ended October 31, 2022, the Company recognized revenue of $190.0 million and $408.7 million that was included in the deferred revenue balance as of July 31, 2022 and January 31, 2022, respectively. During the three and nine months ended October 31, 2021, the Company recognized revenue of $153.1 million and $314.8 million that was included in the deferred revenue balance as of July 31, 2021 and January 31, 2021, respectively. 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, professional services and license 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. For commissions earned from the sale of term-based license contracts, the Company allocates the costs of commission in proportion to the allocation of transaction price of license and PCS performance obligations. Commissions associated with the license component are expensed at the time the related revenue is recognized. Commissions allocated to PCS are deferred and then amortized over five years. The Company capitalized commission costs of $9.2 million and $9.1 million, and amortized $6.2 million and $4.8 million to sales and marketing expense in the accompanying condensed consolidated statements of operations during the three months ended October 31, 2022 and 2021, respectively. The Company capitalized commission costs of $23.0 million and $22.4 million, and amortized $17.6 million and $13.3 million to sales and marketing expense in the accompanying condensed consolidated statements of operations during the nine months ended October 31, 2022 and 2021, respectively. Redeemable Non-Controlling Interests In March 2021, the Company established a joint venture in Japan (“Coupa K.K.”), which is a variable interest entity, obtaining a 51% controlling interest. Accordingly, the Company consolidated the financial results of the joint venture. The agreements with the minority investors of Coupa K.K. contain redemption features whereby the interest held by the minority investors is redeemable either (i) at the option of the minority investors or (ii) at the option of the Company, both beginning on the tenth anniversary of the initial capital contribution. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount are recorded with corresponding adjustments against additional paid-in-capital due to the absence of retained earnings. The carrying amount of the redeemable non-controlling interests is recorded on the Company's condensed consolidated balance sheets as temporary equity. 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, 2022, all of the Company’s leases were 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, 2022, the Company was not a material lessor in leasing arrangements or a party to material sublease arrangements. Recent Accounting Guidance Recently Adopted Accounting Pronouncements 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) (“ASU 2020-06”), 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 Company adopted the new guidance effective on February 1, 2022, using the modified retrospective approach. The adoption of this new guidance resulted in an increase of $541.9 million to the total carrying value of the Convertible Notes to reflect the full principal amount of the Convertible Notes outstanding net of unamortized issuance costs, a decrease of $738.9 million to additional paid-in capital to remove the equity component separately recorded for the conversion features associated with the convertible notes, a decrease of $201.8 million to accumulated deficit, and a decrease of $4.8 million to deferred tax liabilities. The adoption of this new guidance also decreased the amount of non-cash interest expense to be recognized in future periods as a result of eliminating the debt discount associated with the equity component. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) . The amendments in this ASU require that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company early adopted this new guidance effective on February 1, 2022, using the prospective approach, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interests | 9 Months Ended |
Oct. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interests | Redeemable Non-Controlling Interests In March 2021, the Company established a joint venture with Japan Cloud Computing L.P. and M30 LLC (the “Investors”) in Coupa K.K., which is a variable interest entity. This joint venture is intended to enable the Company to support the growing number of Japanese companies looking to gain greater efficiency and agility through BSM. On March 15, 2021, the Company initially contributed approximately $2.4 million in cash in exchange for a 51% controlling interest, and the Investors initially contributed approximately $2.2 million. Accordingly, the Company consolidated the financial results of the joint venture. On March 11, 2022, the Company contributed approximately $2.2 million in cash, and the Investors contributed approximately $2.1 million. The following table summarizes the activity in the redeemable non-controlling interest for the period indicated below (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance at beginning of period $ 18,775 $ 6,930 $ 12,084 $ — Investment by redeemable non-controlling interests — — 2,111 2,223 Net loss attributable to redeemable non-controlling interests (353) (273) (1,019) (790) Foreign currency translation adjustments, net of tax (194) (51) (557) (62) Adjustment to redeemable non-controlling interest 924 3,438 6,533 8,673 Balance at end of period $ 19,152 $ 10,044 $ 19,152 $ 10,044 |
Marketable Securities
Marketable Securities | 9 Months Ended |
Oct. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 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, 2022 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 335,923 $ 12 $ (2,919) $ 333,016 U.S. agency obligations 5,520 — (6) 5,514 Total marketable securities $ 341,443 $ 12 $ (2,925) $ 338,530 January 31, 2022 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 223,950 $ 23 $ (941) $ 223,032 Total marketable securities $ 223,950 $ 23 $ (941) $ 223,032 As of October 31, 2022, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 277,695 Due in one year through five years 60,835 Total $ 338,530 The Company views its marketable securities as available to support its current operations, therefore these marketable securities have been classified as short-term available-for-sale securities. During the three and nine months ended October 31, 2022 and 2021, there were no material gross realized gains or losses from the sale of certain available-for-sale marketable securities that were reclassified out of accumulated other comprehensive loss. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at October 31, 2022 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 125,132 $ — $ — $ 125,132 Marketable securities: U.S. treasury securities — 333,016 — 333,016 U.S. agency obligations — 5,514 — 5,514 Other investments: Non-marketable debt investments — — 2,653 2,653 Total assets $ 125,132 $ 338,530 $ 2,653 $ 466,315 (1) Included in cash and cash equivalents. The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at January 31, 2022 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 233,705 $ — $ — $ 233,705 Marketable securities: U.S. treasury securities — 223,032 — 223,032 Other investments: Non-marketable debt investments — — 6,434 6,434 Total assets $ 233,705 $ 223,032 $ 6,434 $ 463,171 (1) Included in cash and cash equivalents. Other Investments The Company’s non-marketable debt investments are recorded at fair value on a recurring basis. The estimation of fair value for non-marketable debt investments is based on valuation methods using an observable transaction price, if available and other unobservable inputs, including the volatility, rights, and obligations of the securities the Company holds; as a result, the Company classifies these assets as Level 3 within the fair value hierarchy. As of October 31, 2022, the balance of non-marketable debt investments was $2.7 million. There have been no impairments to the amortized cost of the non-marketable debt investments during the three and nine months ended October 31, 2022. The table above does not include the Company’s non-marketable equity investments. The non-marketable equity investments are measured under the measurement alternative on a non-recurring basis. The Company classifies these assets as Level 3 within the fair value hierarchy as only an impairment or adjustment is recognized from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and other unobservable inputs. As of October 31, 2022 and January 31, 2022, the carrying value of the Company’s non-marketable equity investments was $10.9 million and $5.0 million, respectively. There have been no impairments or adjustments to the carrying amount of the equity investments during the three and nine months ended October 31, 2022. During the quarter ended April 30, 2022, the Company’s investment in a non-marketable convertible note converted to preferred stock, which is classified as a non-marketable equity investment. At the time of conversion, the Company recognized a gain of $1.3 million. Convertible Senior Notes The Company has $1,380.0 million in aggregate principal amount of 0.375% convertible senior notes due in 2026 (the “2026 Notes”), $805.0 million in aggregate principal amount of 0.125% convertible senior notes due in 2025 (the “2025 Notes”) and an immaterial aggregate principal amount of 0.375% convertible senior notes due in 2023 (the “2023 Notes” and, together with the 2025 Notes and 2026 Notes, the “Convertible Notes”) outstanding as of October 31, 2022. Refer to Note 8, “Convertible Senior Notes” for further details on the Convertible Notes. The estimated fair value of the 2026 Notes, 2025 Notes and 2023 Notes, based on a market approach as of October 31, 2022, was approximately $1,098.5 million, $691.1 million and not material, respectively, which represents a Level 2 valuation estimate. The estimated fair value of the 2026 Notes, 2025 Notes and 2023 Notes, based on a market approach as of January 31, 2022, was approximately $1,277.1 million, $895.0 million and $5.3 million, respectively, which represents a Level 2 valuation estimate. The estimated fair value was determined based on the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last trade completed prior to the end of the period. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following (in thousands): October 31, January 31, Furniture and equipment $ 19,501 $ 15,584 Software development costs 66,267 55,733 Leasehold improvements 7,813 7,193 Construction in progress 3,006 471 Total property and equipment 96,587 78,981 Less: accumulated depreciation and amortization (61,589) (48,405) Property and equipment, net $ 34,998 $ 30,576 Depreciation and amortization expense related to property and equipment, excluding software development costs, was approximately $1.6 million and $1.3 million for the three months ended October 31, 2022 and 2021, respectively and $4.4 million and $3.8 million for the nine months ended October 31, 2022 and 2021, respectively. Amortization expense related to software development costs was approximately $3.0 million and $2.6 million for the three months ended October 31, 2022 and 2021, respectively and $8.8 million and $7.2 million for the nine months ended October 31, 2022 and 2021, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill There have been no changes to the Company's goodwill balance during the three months ended October 31, 2022. Other Intangible Assets The following table summarizes the other intangible assets balances (in thousands): As of October 31, 2022 January 31, 2022 Weighted Gross Accumulated Net Gross Accumulated Net Developed technology 4.5 $ 484,510 $ (209,303) $ 275,207 $ 484,510 $ (150,910) $ 333,600 Customer relationships 3.0 256,082 (116,951) 139,131 256,082 (79,019) 177,063 Trademarks 0.0 2,419 (2,419) — 2,419 (2,419) — Total other intangible assets $ 743,011 $ (328,673) $ 414,338 $ 743,011 $ (232,348) $ 510,663 Amortization expense related to other intangible assets was approximately $31.8 million and $33.5 million for the three months ended October 31, 2022 and 2021, respectively and $96.3 million and $100.6 million for the nine months ended October 31, 2022 and 2021, respectively. As of October 31, 2022, the future amortization expense of other intangible assets is as follows (in thousands): Year Ending January 31, 2023 (remaining three months) $ 31,786 2024 121,994 2025 102,849 2026 78,559 2027 45,157 Thereafter 33,993 Total $ 414,338 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes 2026 Notes In June 2020, the Company issued the 2026 Notes in aggregate principal amount of $1,380.0 million in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the 2026 Notes were $1,162.3 million, net of debt issuance costs, including the underwriting discount and the cash used to purchase the capped call discussed below. The 2026 Notes have an initial conversion rate of 3.3732 shares of common stock per $1,000 principal (equivalent to an initial conversion price of approximately $296.45 per share of common stock). The interest rate is fixed at 0.375% per annum for the 2026 Notes and is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2020. Refer to the Company’s consolidated financial statements for the year ended January 31, 2021 for details of the issuance and accounting of 2026 Notes. The 2026 Notes were not convertible at October 31, 2022, as none of the 2026 Notes conversion conditions were met. Accordingly, the 2026 Notes were classified as noncurrent liabilities on the condensed consolidated balance sheet as of October 31, 2022. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after June 20, 2023 and prior to the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. 2025 Notes In June 2019, the Company issued the 2025 Notes in aggregate principal amount of $805.0 million in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the 2025 Notes were $667.4 million, net of debt issuance costs, including the underwriting discount and the cash used to purchase the capped call, discussed below. The 2025 Notes have an initial conversion rate of 6.2658 shares of common stock per $1,000 principal (equivalent to an initial conversion price of approximately $159.60 per share of common stock). The interest rate is fixed at 0.125% per annum for the 2025 Notes and is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2019. The accounting for 2025 Notes was substantially consistent with the accounting for 2026 Notes as described in the Company’s consolidated financial statements for the year ended January 31, 2022. Refer to the Company’s consolidated financial statements for the year ended January 31, 2020 for details of the issuance and accounting of 2025 Notes. The 2025 Notes were convertible from August 1, 2020 through January 31, 2022 as a result of meeting the conversion condition for the respective periods. Beginning with the three months ended January 31, 2022, the conversion condition was not met and continued to not be met during the three months ended October 31, 2022. Therefore, the 2025 Notes have not been convertible commencing on February 1, 2022 and for the nine months ended October 31, 2022. Accordingly, the 2025 Notes were classified as noncurrent liabilities on the condensed consolidated balance sheet as of October 31, 2022. As of October 31, 2022, approximately $805.0 million principal amount of 2025 Notes remained outstanding. The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after June 20, 2022, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. 2023 Notes In January 2018, the Company issued the 2023 Notes in aggregate principal amount of $230.0 million in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the 2023 Notes were $200.4 million, net of debt issuance costs, including the underwriting discount and the cash used to purchase the capped call, discussed below. The 2023 Notes have an initial conversion rate of 22.4685 shares of common stock per $1,000 principal (equivalent to an initial conversion price of approximately $44.51 per share of common stock). The interest rate is fixed at 0.375% per annum for the 2023 Notes and is payable semi-annually in arrears on July 15 and January 15 of each year, which commenced on July 15, 2018. The accounting for 2023 Notes was substantially consistent with the accounting for 2026 Notes as described in the Company’s consolidated financial statements for the year ended January 31, 2022. Refer to the Company’s consolidated financial statements for the year ended January 31, 2019 for details of the issuance of 2023 Notes. The conversion condition for the 2023 Notes was initially met during the three months ended July 31, 2018, and has been met for each subsequent fiscal quarter. On or after October 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2023 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the conversion condition. As a result, the 2023 Notes were convertible at the option of the holders and remained classified as current liabilities on the condensed consolidated balance sheet as of October 31, 2022. For the nine months ended October 31, 2022, the Company settled conversion requests on the principal amount of the 2023 Notes totaling approximately $1.8 million by paying cash for the principal amount of $1.8 million and issuing 13,071 shares of the Company’s common stock, bearing a fair value of approximately $800,000. As of October 31, 2022, the amount of 2023 Notes that remained outstanding was not material. The Company may redeem for cash all or any portion of the 2023 Notes, at its option, on or after January 20, 2021, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. During the nine months ended October 31, 2022, the Company did not redeem any of the 2023 Notes. The Company adopted ASU 2020-06 on February 1, 2022, using the modified retrospective approach. Prior to the adoption of the standard, in accounting for the issuance of the Convertible Notes, the Company separated each series of notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar liabilities that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Convertible Notes. This difference represented a debt discount that was amortized to interest expense over the term of the Convertible Notes using the effective interest rate method. The gross carrying amount of the equity component for the Convertible Notes was included in additional paid-in capital on the condensed consolidated balance sheets upon issuance. The effective interest rate of the liability component of the 2026 Notes, 2025 Notes and 2023 Notes were 8.83%, 7.05% and 7.66%, respectively. Additionally, the Company separated the total issuance costs incurred into liability and equity components in proportion to the allocation of the initial proceeds. Issuance costs attributable to the liability component were amortized on a straight-line basis, which approximated the effective interest rate method, to interest expense over the respective terms of the Convertible Notes. The issuance costs attributable to the equity component were netted against the equity component in additional paid-in capital. Upon adoption of ASU 2020-06, the Company recombined the liability and equity components for each of the Convertible Notes, assuming that the instrument was accounted for as a single liability component from inception to the date of adoption. The Company similarly recombined the liability and equity components of the debt issuance costs. The Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense for each of the respective terms of the Convertible Notes, with a cumulative adjustment to retained earnings on the adoption date. The Convertible Notes consisted of the following (in thousands): As of October 31, 2022 2026 Notes 2025 Notes 2023 Notes Liability: Principal $ 1,380,000 $ 804,990 $ 2 Unamortized debt issuance costs (1) (15,179) (8,292) — Net carrying amount $ 1,364,821 $ 796,698 $ 2 As of January 31, 2022 2026 Notes 2025 Notes 2023 Notes Liability: Principal $ 1,380,000 $ 804,990 $ 1,752 Unamortized debt discount and issuance costs (1) (408,467) (162,266) (113) Net carrying amount $ 971,533 $ 642,724 $ 1,639 Carrying amount of the equity component (2) $ 501,053 $ 246,966 $ 460 (1) Included in the condensed consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the convertible senior notes. The 2026 Notes and 2025 Notes were classified as noncurrent liabilities, and the 2023 Notes were classified as current liabilities. (2) Included in the condensed consolidated balance sheets within additional paid-in capital and temporary equity. After the adoption of ASU No. 2020-06, the effective interest rate for the 2026 Notes, 2025 Notes, and 2023 Notes was 0.68%, 0.52%, and 1.00%, respectively. As of October 31, 2022 and January 31, 2022, the if-converted value of the 2026 Notes and 2025 Notes did not exceed the principal amount. As of October 31, 2022 and January 31, 2022, the if-converted value of the 2023 Notes exceeded the principal amount by an immaterial amount and $3.5 million, respectively. During the three and nine months ended October 31, 2022, the Company recognized $1.8 million and $5.4 million, respectively, of interest expense related to the amortization of debt issuance costs, and $1.5 million and $4.6 million, respectively, of coupon interest expense. During the three and nine months ended October 31, 2021, the Company recognized $29.5 million and $85.7 million, respectively, of interest expense related to the amortization debt discount and issuance costs, and $1.5 million and $4.6 million, respectively, of coupon interest expense. As of October 31, 2022, the remaining life of the 2026 Notes, 2025 Notes and 2023 Notes is approximately 3.6 years, 2.6 years and 0.2 years, respectively. Capped Calls In conjunction with the issuance of the 2026 Notes, 2025 Notes and 2023 Notes, the Company entered into capped call transactions (the “Capped Calls”) on the Company’s common stock with certain counterparties at a price of $192.8 million, $118.7 million and $23.3 million, respectively. The Capped Calls exercise price is equal to the initial conversion price of each of the Convertible Notes, and the cap price is $503.415 per share for 2026 Notes, $295.550 per share for 2025 Notes and $63.821 per share for 2023 Notes, each subject to certain adjustments under the terms of the Capped Call transactions. If any tranche of Convertible Notes’ conversion option is exercised, the corresponding convertible note capped call will become exercisable on the same date. As of the date of filing, the Company has not exercised the Capped Calls in relation to the conversion of 2023 Notes, and the Capped Calls relating to the 2025 Notes and 2026 Notes were not exercisable. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company leases office space under non-cancelable operating leases with various expiration dates through February 2030. For the three months ended October 31, 2022 and 2021, lease costs in relation to long-term leases were approximately $4.3 million and $3.7 million, respectively, and $12.0 million and $10.7 million for the nine months ended October 31, 2022 and 2021, respectively. For the three months ended October 31, 2022 and 2021, short-term lease costs were approximately $700,000 and $500,000, respectively, and $2.2 million and $1.5 million for the nine months ended October 31, 2022 and 2021, respectively. Variable lease costs were immaterial for the three and nine months ended October 31, 2022 and 2021. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments or the lease right-of-use asset/lease liability. For the three months ended October 31, 2022 and 2021, cash paid for operating lease liabilities was approximately $4.0 million for both periods, and $11.7 million and $11.2 million for the nine months ended October 31, 2022 and 2021, respectively. For the three months ended October 31, 2022 and 2021, right-of-use assets obtained in exchange of lease obligations was approximately $2.6 million and $2.7 million, respectively, and $4.0 million and $5.7 million for the nine months ended October 31, 2022 and 2021, respectively. As of October 31, 2022, the weighted-average remaining lease term was 3.1 years, and the weighted-average discount rate was 7.5%. As of October 31, 2022, the remaining maturities of operating lease liabilities and future purchase obligations are as follows (in thousands): Year Ending January 31, Operating Lease Obligations Future Purchase Obligations 2023 (remaining three months) $ 4,037 $ 11,125 2024 15,507 48,568 2025 9,613 57,289 2026 6,442 49,112 2027 4,812 — Thereafter 693 — Total payments 41,104 $ 166,094 Less imputed interest (4,575) Total $ 36,529 The Company’s future purchase obligations in the table above primarily includes contractual purchase obligations for hosting services and other services to support the Company’s business operations. Contingencies On June 10, 2021, the Company was served with notice of a complaint filed in U.S. District Court for the Southern District of Florida by DCR Workforce, Inc., as plaintiff, against Coupa Software Incorporated, as defendant. The complaint alleged breach of contract and other claims, and sought various damages from the Company including 206,065 shares of the Company’s common stock. The complaint related to the Company’s purchase of DCR’s vendor management software (VMS) business in August 2018. Under the purchase agreement, the Company agreed to issue additional stock to DCR as contingent (earn-out) consideration if the VMS business achieved certain revenue-related milestones during three measurement periods that continue through December 31, 2022. The VMS business met the target for the first measurement period and DCR was issued stock. It did not meet the target for the second measurement period. After DCR was notified, it filed the complaint. On August 4, 2021, pursuant to a forum selection provision in the purchase agreement, the district court granted the Company’s motion to transfer venue to the U.S. District Court for the Northern District of California. On October 13, 2021, the court granted the Company’s motion to dismiss in its entirety and dismissed the case with prejudice. On November 11, 2021, DCR filed a notice of appeal of the district court’s decision. On November 22, 2022 a panel of the Ninth Circuit Court of Appeals issued a decision that affirmed in part, and reversed in part, the District Court’s dismissal of the complaint. The case will now be remanded to U.S. District Court for the Northern District of California for further proceedings. Given the early stage of the appeal, the amount of any loss or range of loss that may occur cannot be reasonably estimated as of the date of this filing. In addition, the Company may become involved in other legal proceedings or be subject to claims arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these current matters will not have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Additionally, for any potential gain contingencies, the Company does not recognize the gain until the period in which contingencies have been resolved and the amounts are realizable. Warranties and Indemnifications The Company’s cloud-based software platform and applications are typically warranted against material decreases in functionality and to perform in a manner consistent with general industry standards and in accordance with the Company’s online documentation under normal use and circumstances. The Company includes service level commitments to its customers, typically regarding certain levels of uptime reliability and performance and if the Company fails to meet those levels, customers can receive credits and, in some cases, terminate their relationship with the Company. To date, the Company has not incurred any material costs as a result of such commitments. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 9 Months Ended |
Oct. 31, 2022 | |
Equity [Abstract] | |
Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Common Stock Each share of common stock has the right to one vote. The holders of the common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors of the Company (the “Board of Directors”), subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid since inception. Preferred Stock As of October 31, 2022, the Company had authorized 25,000,000 shares of preferred stock, par value $0.0001, of which no shares were issued and outstanding. Share Repurchase Program In August 2022, the Board of Directors authorized a program to repurchase up to $100.0 million of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, shares of common stock may be repurchased from time to time until September 1, 2023 through open market transactions in compliance with applicable securities laws. The timing, manner, price and amount of any repurchases, as well as the capital resources to fund the repurchases, are determined by the Company at its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. During the three and nine months ended October 31, 2022, the Company repurchased and subsequently retired 325,292 shares of common stock at an average price of $61.48, for an aggregate $20.0 million. As of October 31, 2022, $80.0 million remained available and authorized for repurchases under the Share Repurchase Program. 2016 Equity Incentive Plan The 2016 Equity Incentive Plan (the “2016 Plan”) provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights and performance cash awards. The 2016 Plan replaced the Company’s 2006 Stock Plan; however, awards outstanding under the 2006 Stock Plan will continue to be governed by their existing terms. As of October 31, 2022, the Company had 11,484,828 shares of its common stock available for future issuance under the 2016 Plan. In addition, the Company has the 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of common stock through payroll deductions and is intended to qualify under Section 423 of the Internal Revenue Code. The purchase price for each share of common stock purchased under the ESPP will be 85% of the lower of the fair market value per share on the first day of the applicable offering period or the fair market value per share on the applicable purchase date. As of October 31, 2022, the Company had 2,795,088 shares of its common stock available for future issuances under the ESPP. As of October 31, 2022, the total unrecognized compensation cost related to the 2016 ESPP was $31.3 million, which will be amortized over a weighted-average period of approximately 1.9 years. Restricted Stock Units (“RSUs”) The following table summarizes the activity related to the Company’s RSUs during the nine months ended October 31, 2022: Number of Weighted- Awarded and unvested at January 31, 2022 2,124,649 $ 184.56 Awards granted 5,495,441 $ 93.34 Awards vested (962,660) $ 139.33 Awards forfeited (530,542) $ 155.53 Awarded and unvested at October 31, 2022 6,126,888 $ 112.36 (1) The above table includes restricted share units with market and service-based conditions. As of October 31, 2022, there was approximately $611.2 million of total unrecognized compensation cost related to unvested restricted stock units granted to employees under the 2016 Plan. This unrecognized compensation cost is expected to be recognized over an estimated weighted-average amortization period of approximately 3.0 years. Performance-based and Market-based Options and Awards In July 2022, the Board of Directors of the Company approved a multi-year special equity incentive grant to the Chief Executive Officer (the “2022 Special CEO Award”), which was granted in lieu of any future equity awards to the Chief Executive Officer until fiscal 2028. The 2022 Special CEO Award is comprised of two components: (i) an award of 585,000 performance-based restricted stock units (the “2022 CEO PSUs”), with vesting contingent on service and achievement of both performance and market conditions, and (ii) 390,000 time-based RSUs that vest over a five-year period. The 2022 CEO PSUs are eligible to vest in six equal tranches based on achieving stock price and subscription revenue growth milestones (the “performance and market conditions”) and a three-year service-based requirement (the “service requirement”). The performance and market conditions for a particular tranche may be achieved at different points in time and in any order, but will become eligible to vest only when the service requirement and all applicable performance and market conditions for the respective tranche are met (but no earlier than three years). The performance and market conditions must be achieved by June 28, 2027 (the “Performance Period”). The total grant date fair value of the 2022 Special CEO PSUs was determined to be approximately $26.0 million, using a Monte Carlo simulation approach. Stock-based compensation expense is recognized on a graded vesting basis over the requisite service period on a tranche-by-tranche basis, which is the longer of the explicit service period, derived service period, and implied service period, and therefore at minimum, will be recognized over the three-year minimum service requirement. Expense for each tranche is only recognized when it is probable the performance condition will be achieved which involves subjective assessment of the Company’s future financial projections. In March 2022, the Board of Directors of the Company granted market-based restricted stock unit awards (the “2022 PSU Grant”) to certain members of management. The target number of market-based restricted stock unit awards granted was 172,814. The number of shares that could be earned will range from 0% to 200% of the target number of shares, based on the relative growth of the per share price of the Company’s common stock as compared to the Nasdaq Composite Index over the three-year performance period ending on the third anniversary of the date of grant and subject to continuous employment through such date. The fair value of the 2022 PSU Grant was determined using a Monte Carlo simulation approach. The Company amortizes the fair value of the 2022 PSU Grant using the straight-line method over the three-year performance term. In March 2021, the Board of Directors of the Company granted market-based restricted stock unit awards (the “2021 PSU Grant”) to certain members of management. In March 2020, the Board of Directors of the Company granted market-based restricted stock unit awards (the “2020 PSU Grant”) to certain members of management. As of October 31, 2022, the three-year performance period related to the 2020 PSU Grant and 2021 PSU Grant had not been completed. Refer to the Company’s fiscal 2022 Form 10-K for further information. In September 2016 and March 2018, certain service and market-based options were granted to the Chief Executive Officer. Refer to the Company's fiscal 2021 Form 10-K for further information. As of October 31, 2022, all market-based milestones of the stock options granted to the Chief Executive Officer were achieved. Stock-based compensation expense recognized for performance-based and market-based awards was approximately $6.4 million and $3.4 million for the three months ended October 31, 2022 and 2021, respectively, and approximately $14.5 million and $9.7 million for the nine months ended October 31, 2022 and 2021, respectively. Stock Options The following table summarizes stock option activity under the Company’s 2006 Stock Plan and the 2016 Plan during the nine months ended October 31, 2022 (aggregate intrinsic value in thousands): Options Outstanding Outstanding Weighted- Weighted- Aggregate Balance at January 31, 2022 1,840,947 $ 23.82 4.7 $ 203,339 Option grants — $ — — $ — Options exercised (118,080) $ 10.38 Options forfeited (6,192) $ 13.91 Balance at October 31, 2022 1,716,675 $ 24.78 4.1 $ 52,937 Exercisable at October 31, 2022 1,704,122 $ 24.26 4.1 $ 52,937 (1) The above table includes 711,839 stock options with market and service-based conditions. The aggregate intrinsic value of exercised options was $8.2 million and $144.6 million for the nine months ended October 31, 2022 and 2021, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. As of October 31, 2022, there was approximately $400,000 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over an estimated weighted-average amortization period of approximately five months. Stock Based Compensation The Company’s total stock-based compensation expense was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue: Subscription $ 5,253 $ 4,162 $ 14,586 $ 11,063 Professional services and other 5,781 4,729 16,008 12,984 Research and development 15,591 11,357 42,411 33,075 Sales and marketing 19,727 13,217 53,017 36,668 General and administrative 17,675 16,994 46,229 51,461 Total $ 64,027 $ 50,459 $ 172,251 $ 145,251 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to federal and various state income taxes in the United States as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company recorded a tax provision of approximately $3.6 million and a tax benefit of approximately $0.5 million for the three months ended October 31, 2022 and 2021, respectively. The Company recorded a tax provision of approximately $9.0 million for the nine months ended October 31, 2022, representing an effective tax rate of (3.95)%, which was primarily attributable to an increase in the Company's U.S. deferred tax liability and income taxes related to foreign and state jurisdictions in which the Company conducts business. The Company recorded a tax benefit of approximately $2.7 million for the nine months ended October 31, 2021, representing an effective tax rate of 0.97%, which was primarily attributable to a reversal of a U.S. deferred tax liability, foreign excess tax benefits related to stock-based compensation, and remeasurement of deferred tax assets due to tax rate changes in the UK, offset by income taxes related to foreign and state jurisdictions in which the Company conducts business. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the current period presented is primarily due to a full valuation allowance related to the Company's U.S. deferred tax assets, foreign expense on the Company's profitable jurisdictions, and state tax expense. The Company's material income tax jurisdictions are the United States (federal) and California. As a result of net operating loss carryforwards, the Company is subject to audits for tax years 2006 and onward for federal purposes and 2009 and onward for California purposes. There are tax years which remain subject to examination in various other state and foreign jurisdictions that are not material to the Company's financial statements. The 2017 Tax Cuts and Jobs Act requires research and development expenditures incurred for the tax year beginning after December 31, 2021, to be capitalized and amortized ratably over five years for domestic research and fifteen years for international research. The mandatory capitalization requirement has no material impact to the Company's fiscal 2023 income tax provision due to the Company's tax attributes carryover and full valuation allowance position. The final foreign tax credit (“FTC”) regulations were published in the Federal Register on January 4, 2022. There are significant changes and updates for allocation and apportionment of foreign taxes, creditability of foreign taxes and other provisions affecting FTC calculation. These provisions are generally effective for foreign taxes paid or accrued in tax years beginning on or after December 28, 2021. Due to the full valuation allowance position for the U.S. jurisdiction, the Company does not believe this provision has a material impact on its financial statements. The Inflation Reduction Act was enacted on August 16, 2022 and includes a number of provisions that may impact the Company in the future. The Company is assessing these impacts, but does not believe they will have a material impact on the Company’s fiscal 2023 financial statements. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Oct. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities as they do not share in losses. During periods when the Company is in a net loss position, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. The following table sets forth the computation of the basic and diluted net loss per share attributable to Coupa Software Incorporated (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to Coupa Software Incorporated $ (84,675) $ (91,203) $ (241,417) $ (283,027) Denominator: Weighted-average common shares outstanding 76,040 74,133 75,635 73,514 Net loss per share, basic and diluted, attributable to Coupa Software Incorporated $ (1.11) $ (1.23) $ (3.19) $ (3.85) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of October 31, 2022 2021 Convertible senior notes 9,698,967 9,738,266 Options to purchase common stock 1,716,675 2,006,211 RSUs 6,126,888 2,348,624 Unvested common shares subject to repurchase 3,573 137,143 Shares committed under the ESPP 77,614 22,498 Contingent stock consideration for DCR acquisition 171,073 171,073 Coupa K.K. redeemable non-controlling interest 240,310 — Total 18,035,100 14,423,815 The number of potentially dilutive shares from the Convertible Notes are subject to adjustment up to approximately 6.2 million, 6.8 million and an immaterial number of shares for the 2026 Notes, 2025 Notes and 2023 Notes, respectively, if certain corporate events occur prior to the maturity date or if the Company issues a notice of redemption. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Oct. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment InformationThe Company’s chief operating decision maker is the Chief Executive Officer (“CEO”). The CEO reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment: cloud platform. |
Significant Customers and Geogr
Significant Customers and Geographic Information | 9 Months Ended |
Oct. 31, 2022 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Significant Customers and Geographic Information | Significant Customers and Geographic Information No customer balance comprised 10% or more of total accounts receivable at October 31, 2022 or January 31, 2022. During the three and nine months ended October 31, 2022 and October 31, 2021, revenues by geographic area, based on billing addresses of the customers, were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 137,637 $ 112,808 $ 390,238 $ 318,017 Foreign countries 79,699 73,008 234,572 213,974 Total revenues $ 217,336 $ 185,816 $ 624,810 $ 531,991 No single foreign country represented more than 10% of the Company’s revenues in any period. Additionally, no single customer represented more than 10% of the Company’s revenues in any period. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Oct. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Proposed Merger On December 11, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Project CS Parent, LLC, a Delaware limited liability company (“Parent”), and Project CS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Thoma Bravo Fund XV, L.P. (“Thoma Bravo”), an investment fund managed by Thoma Bravo, L.P. The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (a) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and (b) at the effective time of the Merger (the “Effective Time”), each issued and outstanding share (immediately prior to the Effective Date) of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) (except as otherwise provided in the Merger Agreement) will be cancelled and converted into the right to receive $81.00 per share in cash, without interest (the “Merger Consideration”). The Merger, which has been unanimously approved by the Company’s board of directors, is expected to close in the first half of 2023. Upon consummation of the Merger, the Company will cease to be a publicly traded company and the Company Common Stock will be delisted from the Nasdaq Global Select Market. The completion of the Merger is subject to the satisfaction or, if permitted, waiver of certain customary mutual closing conditions set forth in the Merger Agreement, including (a) the adoption of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) and (b) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other regulatory approvals. The obligation of each party to consummate the Merger is also conditioned on the other party’s representations and warranties being true and correct (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement, and the obligation of Parent to consummate the Merger is additionally conditioned on no material adverse effect on the Company having occurred since the execution of the Merger Agreement. The consummation of the Merger is not subject to any financing condition. The Merger Agreement contains termination rights for each of the Company and Parent, including, among others, (1) if the consummation of the Merger does not occur on or before September 11, 2023 (subject to extension until December 11, 2023 under specified circumstances), (2) if the Company Stockholder Approval is not obtained following the meeting of the Company’s stockholders for purposes of obtaining such Company Stockholder Approval and (3) subject to certain conditions, (a) by Parent if the Board of Directors of the Company changes its recommendation in favor of the Merger or (b) by the Company in connection with the entry into a definitive agreement with respect to a Superior Proposal (as defined by the Merger Agreement). The Company and Parent may also terminate the Merger Agreement by mutual written consent. The Company is required to pay Parent a termination fee of $200 million in cash upon termination of the Merger Agreement under specified circumstances, including, among others, termination by Parent in the event that the Board of Directors of the Company changes its recommendation in favor of the Merger or termination by the Company to enter into an agreement in connection with a Superior Proposal. The Merger Agreement also provides that a reverse termination fee of $435 million will be payable by Parent to the Company under specified circumstances, including, among others, if (1) Parent fails to consummate the Merger following satisfaction or waiver of certain closing conditions and the Company’s irrevocable confirmation that it is ready, willing and able to consummate the closing or (2) Parent otherwise breaches its obligations under the Merger Agreement such that there is a failure of certain conditions to the Merger. Parent has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 of our Current Report on Form 8-K filed on December 12, 2022. In connection with the Merger, the Company expects to incur significant expenses, such as transaction, professional services, and other costs. An estimate of these expenses cannot be made at this time. Settlement Agreement In December 2022, the Company reached a settlement agreement with an insurance carrier to indemnify the Company for losses incurred in connection with an acquisition completed in a prior year. The total amount of insurance proceeds are approximately $17.5 million, of which $1.9 million was recorded as a receivable as of October 31, 2022 for loss recoveries. The remaining $15.6 million which is in excess of the amount of losses previously incurred will be recognized during the three months ended January 31, 2023 as a gain contingency. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2022 filed with the SEC on March 16, 2022 (the “Form 10-K”). The condensed consolidated financial statements include the results of the Company, its wholly-owned subsidiaries, as well as subsidiaries in which the Company has a controlling interest. All significant intercompany transactions and balances have been eliminated during consolidation. The condensed consolidated balance sheet as of January 31, 2022, 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, 2022, other than the adoption of accounting pronouncements as described in the “Recently Adopted Accounting Pronouncements” section below. |
Use of Estimates | 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 valuation of accounts receivable, the lives of tangible and intangible assets, the valuation of acquired intangible assets and the recoverability or impairment of intangible assets, including goodwill, revenue recognition, stock-based compensation, redemption value of redeemable non-controlling interests, the benefit period of deferred commissions, and provision for (benefit from) income taxes. Management bases its estimates and assumptions 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 | 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 local currency as their functional currency for the nine months ended October 31, 2022. 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 other expense, net, in the condensed consolidated statements of operations for the period. |
Concentration of Risk | 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 may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation (“SIPC”). Marketable securities balances may, at times, also exceed SIPC limits. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. |
Comprehensive Loss | 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 debt securities and non-marketable debt 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 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 | Revenue Recognition The Company derives its revenues primarily from subscription fees, professional services fees and other. 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. Subscription Revenues The Company offers subscriptions to its cloud-based business spend management platform, including procurement, invoicing, expense management and payment solutions. 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 in general 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. Term-based licenses are sold as bundled arrangements that include the rights to a term license and post-contract customer support (“PCS”). Accordingly, the Company allocates the transaction price to each performance obligation. The revenues related to the amount allocated to PCS are included in subscription revenue, which are recognized ratably over the contract term beginning on the license delivery date. 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. Term-based licenses are sold as bundled arrangements that include the rights to a term license and PCS. Accordingly, the Company allocates the transaction price to each performance obligation. The revenues related to the amount allocated to term-based licenses are included in other revenue, which is recognized at the start of the license term when delivery is complete. 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 services, professional services, term-based licenses, and related PCS are 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 (“SSP”) 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 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. The Company's term-based license contracts are billed annually in advance, recognized as deferred revenue, and then recognized as revenues upfront for the license component and ratably over the term license for the PCS component. However, other professional services arrangements, primarily those recognized on a time-and-materials basis, are billed in arrears following services that have been rendered. In addition, for multi-year term-based license contracts, the revenue allocated to license component is recognized upfront while the billing is on annual basis. 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, 2022 and January 31, 2022, the balance of accounts receivable, net of the allowance for credit losses, was $200.8 million and $226.2 million, respectively. Of these balances, $9.7 million and $13.9 million represent unbilled receivable amounts as of October 31, 2022 and January 31, 2022, respectively. In addition, as of October 31, 2022 and January 31, 2022, the balance of long-term unbilled receivables was approximately $220,000 and $1.9 million, respectively, which were included in other assets on the Company's condensed consolidated balance sheet. |
Accounts Receivable and Allowances for Credit Losses | Accounts Receivable and Allowances for Credit LossesThe 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. |
Marketable Securities and Other Investments | 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 other expense, 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. No credit losses related to marketable securities were recorded by the Company during the three and nine months ended October 31, 2022. 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. Other Investments Other investments consist of non-marketable debt and equity investments in privately-held companies without readily determinable fair values in which the Company does not have a controlling interest or significant influence. The Company records non-marketable debt investments at their estimated fair value on a recurring basis with changes in fair value recorded in accumulated other comprehensive income, a component of stockholders’ equity. The Company elected to apply the measurement alternative for non-marketable equity securities, measuring them at cost, less any impairment, and adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These non-marketable debt and equity investments are included in other assets on the Company’s condensed consolidated balance sheets. |
Deferred Revenue | Deferred RevenueDeferred revenue consists of non-cancelable 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-cancelable contracts that have not yet been billed. |
Deferred Commissions | 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, professional services and license 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. For commissions earned from the sale of term-based license contracts, the Company allocates the costs of commission in proportion to the allocation of transaction price of license and PCS performance obligations. Commissions associated with the license component are expensed at the time the related revenue is recognized. Commissions allocated to PCS are deferred and then amortized over five years. |
Redeemable Non-Controlling Interests | Redeemable Non-Controlling Interests In March 2021, the Company established a joint venture in Japan (“Coupa K.K.”), which is a variable interest entity, obtaining a 51% controlling interest. Accordingly, the Company consolidated the financial results of the joint venture. The agreements with the minority investors of Coupa K.K. contain redemption features whereby the interest held by the minority investors is redeemable either (i) at the option of the minority investors or (ii) at the option of the Company, both beginning on the tenth anniversary of the initial capital contribution. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount are recorded with corresponding adjustments against additional paid-in-capital due to the absence of retained earnings. The carrying amount of the redeemable non-controlling interests is recorded on the Company's condensed consolidated balance sheets as temporary equity. |
Leases | 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, 2022, all of the Company’s leases were 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. |
Recent Accounting Guidance | Recent Accounting Guidance Recently Adopted Accounting Pronouncements 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) (“ASU 2020-06”), 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 Company adopted the new guidance effective on February 1, 2022, using the modified retrospective approach. The adoption of this new guidance resulted in an increase of $541.9 million to the total carrying value of the Convertible Notes to reflect the full principal amount of the Convertible Notes outstanding net of unamortized issuance costs, a decrease of $738.9 million to additional paid-in capital to remove the equity component separately recorded for the conversion features associated with the convertible notes, a decrease of $201.8 million to accumulated deficit, and a decrease of $4.8 million to deferred tax liabilities. The adoption of this new guidance also decreased the amount of non-cash interest expense to be recognized in future periods as a result of eliminating the debt discount associated with the equity component. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) . The amendments in this ASU require that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company early adopted this new guidance effective on February 1, 2022, using the prospective approach, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interests (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Summary of Redeemable Non-Controlling Interest | The following table summarizes the activity in the redeemable non-controlling interest for the period indicated below (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance at beginning of period $ 18,775 $ 6,930 $ 12,084 $ — Investment by redeemable non-controlling interests — — 2,111 2,223 Net loss attributable to redeemable non-controlling interests (353) (273) (1,019) (790) Foreign currency translation adjustments, net of tax (194) (51) (557) (62) Adjustment to redeemable non-controlling interest 924 3,438 6,533 8,673 Balance at end of period $ 19,152 $ 10,044 $ 19,152 $ 10,044 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-sale Marketable Securities Excluding Securities Classified within Cash and Cash Equivalents on Consolidated Balance Sheets | 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, 2022 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 335,923 $ 12 $ (2,919) $ 333,016 U.S. agency obligations 5,520 — (6) 5,514 Total marketable securities $ 341,443 $ 12 $ (2,925) $ 338,530 January 31, 2022 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 223,950 $ 23 $ (941) $ 223,032 Total marketable securities $ 223,950 $ 23 $ (941) $ 223,032 |
Schedule of Fair Values of Available-for-sale Marketable Securities by Remaining Contractual Maturity | As of October 31, 2022, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 277,695 Due in one year through five years 60,835 Total $ 338,530 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at October 31, 2022 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 125,132 $ — $ — $ 125,132 Marketable securities: U.S. treasury securities — 333,016 — 333,016 U.S. agency obligations — 5,514 — 5,514 Other investments: Non-marketable debt investments — — 2,653 2,653 Total assets $ 125,132 $ 338,530 $ 2,653 $ 466,315 (1) Included in cash and cash equivalents. The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at January 31, 2022 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 233,705 $ — $ — $ 233,705 Marketable securities: U.S. treasury securities — 223,032 — 223,032 Other investments: Non-marketable debt investments — — 6,434 6,434 Total assets $ 233,705 $ 223,032 $ 6,434 $ 463,171 (1) Included in cash and cash equivalents. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): October 31, January 31, Furniture and equipment $ 19,501 $ 15,584 Software development costs 66,267 55,733 Leasehold improvements 7,813 7,193 Construction in progress 3,006 471 Total property and equipment 96,587 78,981 Less: accumulated depreciation and amortization (61,589) (48,405) Property and equipment, net $ 34,998 $ 30,576 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Other Intangible Assets Balances | The following table summarizes the other intangible assets balances (in thousands): As of October 31, 2022 January 31, 2022 Weighted Gross Accumulated Net Gross Accumulated Net Developed technology 4.5 $ 484,510 $ (209,303) $ 275,207 $ 484,510 $ (150,910) $ 333,600 Customer relationships 3.0 256,082 (116,951) 139,131 256,082 (79,019) 177,063 Trademarks 0.0 2,419 (2,419) — 2,419 (2,419) — Total other intangible assets $ 743,011 $ (328,673) $ 414,338 $ 743,011 $ (232,348) $ 510,663 |
Future Amortization Expense of Other Intangible Assets | As of October 31, 2022, the future amortization expense of other intangible assets is as follows (in thousands): Year Ending January 31, 2023 (remaining three months) $ 31,786 2024 121,994 2025 102,849 2026 78,559 2027 45,157 Thereafter 33,993 Total $ 414,338 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Convertible Senior Notes | The Convertible Notes consisted of the following (in thousands): As of October 31, 2022 2026 Notes 2025 Notes 2023 Notes Liability: Principal $ 1,380,000 $ 804,990 $ 2 Unamortized debt issuance costs (1) (15,179) (8,292) — Net carrying amount $ 1,364,821 $ 796,698 $ 2 As of January 31, 2022 2026 Notes 2025 Notes 2023 Notes Liability: Principal $ 1,380,000 $ 804,990 $ 1,752 Unamortized debt discount and issuance costs (1) (408,467) (162,266) (113) Net carrying amount $ 971,533 $ 642,724 $ 1,639 Carrying amount of the equity component (2) $ 501,053 $ 246,966 $ 460 (1) Included in the condensed consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the convertible senior notes. The 2026 Notes and 2025 Notes were classified as noncurrent liabilities, and the 2023 Notes were classified as current liabilities. (2) Included in the condensed consolidated balance sheets within additional paid-in capital and temporary equity. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Remaining Maturities of Operating Lease Liabilities and Future Purchase Obligations | As of October 31, 2022, the remaining maturities of operating lease liabilities and future purchase obligations are as follows (in thousands): Year Ending January 31, Operating Lease Obligations Future Purchase Obligations 2023 (remaining three months) $ 4,037 $ 11,125 2024 15,507 48,568 2025 9,613 57,289 2026 6,442 49,112 2027 4,812 — Thereafter 693 — Total payments 41,104 $ 166,094 Less imputed interest (4,575) Total $ 36,529 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Equity [Abstract] | |
Summary of Activity Related to RSUs | The following table summarizes the activity related to the Company’s RSUs during the nine months ended October 31, 2022: Number of Weighted- Awarded and unvested at January 31, 2022 2,124,649 $ 184.56 Awards granted 5,495,441 $ 93.34 Awards vested (962,660) $ 139.33 Awards forfeited (530,542) $ 155.53 Awarded and unvested at October 31, 2022 6,126,888 $ 112.36 (1) The above table includes restricted share units with market and service-based conditions. |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s 2006 Stock Plan and the 2016 Plan during the nine months ended October 31, 2022 (aggregate intrinsic value in thousands): Options Outstanding Outstanding Weighted- Weighted- Aggregate Balance at January 31, 2022 1,840,947 $ 23.82 4.7 $ 203,339 Option grants — $ — — $ — Options exercised (118,080) $ 10.38 Options forfeited (6,192) $ 13.91 Balance at October 31, 2022 1,716,675 $ 24.78 4.1 $ 52,937 Exercisable at October 31, 2022 1,704,122 $ 24.26 4.1 $ 52,937 (1) The above table includes 711,839 stock options with market and service-based conditions. |
Total Stock-Based Compensation Expense | The Company’s total stock-based compensation expense was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue: Subscription $ 5,253 $ 4,162 $ 14,586 $ 11,063 Professional services and other 5,781 4,729 16,008 12,984 Research and development 15,591 11,357 42,411 33,075 Sales and marketing 19,727 13,217 53,017 36,668 General and administrative 17,675 16,994 46,229 51,461 Total $ 64,027 $ 50,459 $ 172,251 $ 145,251 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth the computation of the basic and diluted net loss per share attributable to Coupa Software Incorporated (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to Coupa Software Incorporated $ (84,675) $ (91,203) $ (241,417) $ (283,027) Denominator: Weighted-average common shares outstanding 76,040 74,133 75,635 73,514 Net loss per share, basic and diluted, attributable to Coupa Software Incorporated $ (1.11) $ (1.23) $ (3.19) $ (3.85) |
Potentially Dilutive Securities Not Included in Diluted per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of October 31, 2022 2021 Convertible senior notes 9,698,967 9,738,266 Options to purchase common stock 1,716,675 2,006,211 RSUs 6,126,888 2,348,624 Unvested common shares subject to repurchase 3,573 137,143 Shares committed under the ESPP 77,614 22,498 Contingent stock consideration for DCR acquisition 171,073 171,073 Coupa K.K. redeemable non-controlling interest 240,310 — Total 18,035,100 14,423,815 |
Significant Customers and Geo_2
Significant Customers and Geographic Information (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Revenues by Geographic Area | During the three and nine months ended October 31, 2022 and October 31, 2021, revenues by geographic area, based on billing addresses of the customers, were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 137,637 $ 112,808 $ 390,238 $ 318,017 Foreign countries 79,699 73,008 234,572 213,974 Total revenues $ 217,336 $ 185,816 $ 624,810 $ 531,991 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | Mar. 31, 2021 | Mar. 15, 2021 | |
Significant Accounting Policies [Line Items] | |||||||
Subscriptions revenue contracts term | 3 years | ||||||
Accounts receivable, net of allowances | $ 200,841 | $ 200,841 | $ 226,191 | ||||
Short-term unbilled receivable | 9,700 | 9,700 | 13,900 | ||||
Revenue expected to be recognized from remaining performance obligation | 1,452,600 | 1,452,600 | |||||
Revenue recognized from performance obligations satisfied in prior periods | 1,700 | 2,500 | |||||
Revenue recognized from deferred revenue | $ 190,000 | $ 153,100 | $ 408,700 | $ 314,800 | |||
Deferred commission, amortization period | 5 years | 5 years | |||||
Capitalized commission costs | $ 9,200 | 9,100 | $ 23,000 | 22,400 | |||
Amortization of deferred commissions | 6,200 | $ 4,800 | 17,600 | $ 13,300 | |||
Subscription | |||||||
Significant Accounting Policies [Line Items] | |||||||
Deferred revenue, subscription revenue | 507,000 | $ 507,000 | 484,100 | ||||
Coupa K.K. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Ownership percentage | 51% | ||||||
Variable Interest Entity, Primary Beneficiary | Coupa K.K. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Ownership percentage | 51% | ||||||
Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Payment terms of customers | 30 days | ||||||
Other Assets | |||||||
Significant Accounting Policies [Line Items] | |||||||
Long-term unbilled receivables | $ 220 | $ 220 | $ 1,900 |
Significant Accounting Polici_4
Significant Accounting Policies - Remaining Performance Obligations (Details) | Oct. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized, percentage | 75% |
Remaining performance obligations, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-11-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized, percentage | 25% |
Remaining performance obligations, period |
Significant Accounting Polici_5
Significant Accounting Policies - Recent Accounting Guidance (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Jan. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders equity | $ 283,811 | $ 317,311 | $ 893,578 | $ 931,847 | $ 958,657 | $ 1,040,231 |
Additional Paid-In Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders equity | 1,225,829 | 1,154,891 | 1,778,840 | 1,724,042 | 1,662,804 | 1,556,865 |
Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders equity | $ (949,031) | $ (844,921) | (894,912) | $ (800,950) | $ (712,912) | $ (525,806) |
Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Convertible Notes | 541,900 | |||||
Stockholders equity | (537,102) | |||||
Deferred tax liabilities | (4,800) | |||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders equity | (738,892) | |||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders equity | $ 201,790 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interests - Additional Information (Details) - USD ($) $ in Millions | Mar. 11, 2022 | Mar. 15, 2021 |
Noncontrolling Interest [Line Items] | ||
Payment to acquire | $ 2.2 | $ 2.4 |
Coupa K.K. | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage | 51% | |
Japan Cloud | ||
Noncontrolling Interest [Line Items] | ||
Payment to acquire | $ 2.1 | $ 2.2 |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interests - Summary of Redeemable Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Noncontrolling Interest [Roll Forward] | ||||
Balance at beginning of period | $ 18,775 | $ 6,930 | $ 12,084 | $ 0 |
Investment from redeemable non-controlling interests | 0 | 0 | 2,111 | 2,223 |
Net loss attributable to redeemable non-controlling interests | (353) | (273) | (1,019) | (790) |
Foreign currency translation adjustments, net of tax, attributable to redeemable non-controlling interests | (194) | (51) | (557) | (62) |
Adjustment to redeemable non-controlling interest | (924) | (3,438) | (6,533) | (8,673) |
Balance at end of period | $ 19,152 | $ 10,044 | $ 19,152 | $ 10,044 |
Marketable Securities- Summary
Marketable Securities- Summary of Available-for-sale Marketable Securities Excluding Securities Classified within Cash and Cash Equivalents on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | $ 341,443 | $ 223,950 |
Unrealized Gains | 12 | 23 |
Unrealized Losses | (2,925) | (941) |
Fair Value | 338,530 | 223,032 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | 335,923 | 223,950 |
Unrealized Gains | 12 | 23 |
Unrealized Losses | (2,919) | (941) |
Fair Value | 333,016 | $ 223,032 |
U.S. agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | 5,520 | |
Unrealized Gains | 0 | |
Unrealized Losses | (6) | |
Fair Value | $ 5,514 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Fair Values of Available-for-sale Marketable Securities by Remaining Contractual Maturity (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within one year | $ 277,695 | |
Due in one year through five years | 60,835 | |
Total fair values of available-for-sale investment securities | $ 338,530 | $ 223,032 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Gross realized gain (loss) from available-for-sale marketable securities | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 338,530 | $ 223,032 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 333,016 | 223,032 |
U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,514 | |
Fair value measurements recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 466,315 | 463,171 |
Fair value measurements recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 125,132 | 233,705 |
Fair value measurements recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 333,016 | 223,032 |
Fair value measurements recurring | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,514 | |
Fair value measurements recurring | Non-marketable debt investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other investments | 2,653 | 6,434 |
Fair value measurements recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 125,132 | 233,705 |
Fair value measurements recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 125,132 | 233,705 |
Fair value measurements recurring | Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair value measurements recurring | Level 1 | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value measurements recurring | Level 1 | Non-marketable debt investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other investments | 0 | 0 |
Fair value measurements recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 338,530 | 223,032 |
Fair value measurements recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair value measurements recurring | Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 333,016 | 223,032 |
Fair value measurements recurring | Level 2 | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,514 | |
Fair value measurements recurring | Level 2 | Non-marketable debt investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other investments | 0 | 0 |
Fair value measurements recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,653 | 6,434 |
Fair value measurements recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair value measurements recurring | Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair value measurements recurring | Level 3 | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value measurements recurring | Level 3 | Non-marketable debt investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other investments | $ 2,653 | $ 6,434 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2019 | Jan. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Other investments | $ 10,900,000 | $ 10,900,000 | $ 5,000,000 | |||
Fair value measurements recurring | Non-marketable debt investments | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Other investments | 2,653,000 | 2,653,000 | 6,434,000 | |||
Level 3 | Fair value measurements recurring | Non-marketable debt investments | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Other investments | 2,653,000 | 2,653,000 | 6,434,000 | |||
Impairments | 0 | 0 | ||||
Unrealized gain | $ 1,300,000 | |||||
Level 2 | Fair value measurements recurring | Non-marketable debt investments | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Other investments | 0 | 0 | 0 | |||
0.375% Convertible Senior Notes Due 2026 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Debt instrument, principal amount | $ 1,380,000,000 | $ 1,380,000,000 | 1,380,000,000 | |||
Debt instrument, interest rate | 0.375% | 0.375% | ||||
0.375% Convertible Senior Notes Due 2026 | Level 2 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Estimated fair value of convertible notes | $ 1,098,500,000 | $ 1,098,500,000 | 1,277,100,000 | |||
0.125% Convertible Senior Notes Due 2025 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Debt instrument, principal amount | $ 804,990,000 | $ 804,990,000 | 804,990,000 | $ 805,000,000 | ||
Debt instrument, interest rate | 0.125% | 0.125% | 0.125% | |||
0.125% Convertible Senior Notes Due 2025 | Level 2 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Estimated fair value of convertible notes | $ 691,100,000 | $ 691,100,000 | 895,000,000 | |||
0.375% Convertible Senior Notes Due 2023 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Debt instrument, principal amount | $ 2,000 | $ 2,000 | 1,752,000 | $ 230,000,000 | ||
Debt instrument, interest rate | 0.375% | 0.375% | 0.375% | |||
0.375% Convertible Senior Notes Due 2023 | Level 2 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Estimated fair value of convertible notes | $ 0 | $ 0 | $ 5,300,000 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 96,587 | $ 78,981 |
Less: accumulated depreciation and amortization | (61,589) | (48,405) |
Property and equipment, net | 34,998 | 30,576 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 19,501 | 15,584 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 66,267 | 55,733 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,813 | 7,193 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,006 | $ 471 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense excluding software development costs | $ 1.6 | $ 1.3 | $ 4.4 | $ 3.8 |
Amortization expense related to software development costs | $ 3 | $ 2.6 | $ 8.8 | $ 7.2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Jan. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 743,011 | $ 743,011 |
Accumulated Amortization | (328,673) | (232,348) |
Net Carrying Amount | $ 414,338 | 510,663 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 4 years 6 months | |
Gross Carrying Amount | $ 484,510 | 484,510 |
Accumulated Amortization | (209,303) | (150,910) |
Net Carrying Amount | $ 275,207 | 333,600 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 3 years | |
Gross Carrying Amount | $ 256,082 | 256,082 |
Accumulated Amortization | (116,951) | (79,019) |
Net Carrying Amount | $ 139,131 | 177,063 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 0 years | |
Gross Carrying Amount | $ 2,419 | 2,419 |
Accumulated Amortization | (2,419) | (2,419) |
Net Carrying Amount | $ 0 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense related to other intangible assets | $ 31.8 | $ 33.5 | $ 96.3 | $ 100.6 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Future Amortization Expense of Other Intangible Assets (Details) $ in Thousands | Oct. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remaining nine months) | $ 31,786 |
2024 | 121,994 |
2025 | 102,849 |
2026 | 78,559 |
2027 | 45,157 |
Thereafter | 33,993 |
Total | $ 414,338 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 USD ($) d $ / shares | Jun. 30, 2019 USD ($) d $ / shares | Jan. 31, 2018 USD ($) d $ / shares | Oct. 31, 2022 USD ($) $ / shares | Oct. 31, 2021 USD ($) | Oct. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) | Jan. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Repayments of convertible debt | $ 1,750,000 | $ 5,748,000 | ||||||
Interest expense | $ 1,800,000 | $ 29,500,000 | 5,400,000 | 85,700,000 | ||||
Coupon interest expense | 1,500,000 | $ 1,500,000 | 4,600,000 | $ 4,600,000 | ||||
0.375% Convertible Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,380,000,000 | $ 1,380,000,000 | $ 1,380,000,000 | |||||
Net proceeds from issuance of convertible notes | $ 1,162,300,000 | |||||||
Debt instrument, initial conversion rate of shares of common stock per $1,000 principal | 0.0033732 | |||||||
Debt instrument, initial conversion price per share (in dollars per share) | $ / shares | $ 296.45 | |||||||
Debt instrument, interest rate | 0.375% | 0.375% | ||||||
Debt instrument, fundamental change, repurchase price, equals to principal amount of convertible notes | 100% | |||||||
Effective interest rate of the liability component, excluding notes conversions options | 0.68% | 0.68% | 8.83% | |||||
Remaining life period | 3 years 7 months 6 days | |||||||
0.375% Convertible Senior Notes Due 2026 | Capped Call Options | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price of capped call options | $ 192,800,000 | |||||||
Capped call exercise price (in dollars per share) | $ / shares | 503.415 | 503.415 | ||||||
0.375% Convertible Senior Notes Due 2026 | Conversion Notes Holders Conversion Rights, Circumstances 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold percentage of sales price of common stock | 130% | |||||||
Debt instrument, convertible, threshold trading/business days | d | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||||||
0.375% Convertible Senior Notes Due 2026 | Private placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,380,000,000 | |||||||
Debt instrument, interest rate | 0.375% | |||||||
0.125% Convertible Senior Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 805,000,000 | $ 804,990,000 | $ 804,990,000 | $ 804,990,000 | ||||
Net proceeds from issuance of convertible notes | $ 667,400,000 | |||||||
Debt instrument, initial conversion rate of shares of common stock per $1,000 principal | 0.0062658 | |||||||
Debt instrument, initial conversion price per share (in dollars per share) | $ / shares | $ 159.60 | |||||||
Debt instrument, interest rate | 0.125% | 0.125% | 0.125% | |||||
Debt instrument, fundamental change, repurchase price, equals to principal amount of convertible notes | 100% | |||||||
Effective interest rate of the liability component, excluding notes conversions options | 0.52% | 0.52% | 7.05% | |||||
Remaining life period | 2 years 7 months 6 days | |||||||
0.125% Convertible Senior Notes Due 2025 | Capped Call Options | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price of capped call options | $ 118,700,000 | |||||||
Capped call exercise price (in dollars per share) | $ / shares | 295.550 | 295.550 | ||||||
0.125% Convertible Senior Notes Due 2025 | Conversion Notes Holders Conversion Rights, Circumstances 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold percentage of sales price of common stock | 130% | |||||||
Debt instrument, convertible, threshold trading/business days | d | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||||||
0.125% Convertible Senior Notes Due 2025 | Private placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 805,000,000 | $ 805,000,000 | ||||||
0.375% Convertible Senior Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 230,000,000 | $ 2,000 | $ 2,000 | $ 1,752,000 | ||||
Net proceeds from issuance of convertible notes | $ 200,400,000 | |||||||
Debt instrument, initial conversion rate of shares of common stock per $1,000 principal | 0.0224685 | |||||||
Debt instrument, initial conversion price per share (in dollars per share) | $ / shares | $ 44.51 | |||||||
Debt instrument, interest rate | 0.375% | 0.375% | 0.375% | |||||
Original debt, amount | $ 1,800,000 | |||||||
Repayments of convertible debt | $ 1,800,000 | |||||||
Debt conversion, shares issued (in shares) | shares | 13,071 | |||||||
Debt conversion, principal amount | $ 800,000 | |||||||
Debt instrument, fundamental change, repurchase price, equals to principal amount of convertible notes | 100% | |||||||
If-converted value in excess of principal amount | $ 0 | $ 3,500,000 | ||||||
Effective interest rate of the liability component, excluding notes conversions options | 1% | 1% | 7.66% | |||||
Remaining life period | 2 months 12 days | |||||||
0.375% Convertible Senior Notes Due 2023 | Capped Call Options | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price of capped call options | $ 23,300,000 | |||||||
Capped call exercise price (in dollars per share) | $ / shares | 63.821 | 63.821 | ||||||
0.375% Convertible Senior Notes Due 2023 | Conversion Notes Holders Conversion Rights, Circumstances 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold percentage of sales price of common stock | 130% | |||||||
Debt instrument, convertible, threshold trading/business days | d | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||||||
0.375% Convertible Senior Notes Due 2023 | Private placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 0 | $ 0 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Components of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2019 | Jan. 31, 2018 |
Liability: | ||||
Net carrying amount | $ 2,161,519 | $ 1,614,257 | ||
0.375% Convertible Senior Notes Due 2026 | ||||
Liability: | ||||
Principal | 1,380,000 | 1,380,000 | ||
Unamortized debt issuance costs | (15,179) | |||
Unamortized debt discount and issuance costs | (408,467) | |||
Net carrying amount | 1,364,821 | 971,533 | ||
Carrying amount of the equity component | 501,053 | |||
0.125% Convertible Senior Notes Due 2025 | ||||
Liability: | ||||
Principal | 804,990 | 804,990 | $ 805,000 | |
Unamortized debt issuance costs | (8,292) | |||
Unamortized debt discount and issuance costs | (162,266) | |||
Net carrying amount | 796,698 | 642,724 | ||
Carrying amount of the equity component | 246,966 | |||
0.375% Convertible Senior Notes Due 2023 | ||||
Liability: | ||||
Principal | 2 | 1,752 | $ 230,000 | |
Unamortized debt issuance costs | 0 | |||
Unamortized debt discount and issuance costs | (113) | |||
Net carrying amount | $ 2 | 1,639 | ||
Carrying amount of the equity component | $ 460 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 10, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Long term leases costs | $ 4,300 | $ 3,700 | $ 12,000 | $ 10,700 | |
Short term leases costs | 700 | 500 | 2,200 | 1,500 | |
Cash paid for operating lease liabilities | 4,000 | 4,000 | 11,700 | 11,200 | |
Operating lease, right-of-use assets obtained in exchange of lease obligations | $ 2,600 | $ 2,700 | $ 4,000 | $ 5,700 | |
Operating lease, weighted-average remaining lease term | 3 years 1 month 6 days | 3 years 1 month 6 days | |||
Operating lease, weighted-average discount rate | 7.50% | 7.50% | |||
Contingency damages sought (in shares) | 206,065 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Remaining Maturities of Operating Lease Liabilities and Future Purchase Obligations (Details) $ in Thousands | Oct. 31, 2022 USD ($) |
Operating Lease Obligations | |
2023 (remaining nine months) | $ 4,037 |
2024 | 15,507 |
2025 | 9,613 |
2026 | 6,442 |
2027 | 4,812 |
Thereafter | 693 |
Total payments | 41,104 |
Less imputed interest | (4,575) |
Total | 36,529 |
Future Purchase Obligations | |
2023 (remaining nine months) | 11,125 |
2024 | 48,568 |
2025 | 57,289 |
2026 | 49,112 |
2027 | 0 |
Thereafter | 0 |
Total payments | $ 166,094 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 31, 2022 shares | Mar. 31, 2022 shares | Oct. 31, 2022 USD ($) vote $ / shares shares | Oct. 31, 2021 USD ($) | Oct. 31, 2022 USD ($) vote tranche $ / shares shares | Oct. 31, 2021 USD ($) | Aug. 31, 2022 USD ($) | Jan. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | ||||||||
Number of common stock voting rights | vote | 1 | 1 | ||||||
Dividends declared | $ 0 | |||||||
Dividends paid | $ 0 | |||||||
Preferred stock, shares authorized (in shares) | shares | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | 0 | |||||
Share repurchase program, authorized amount | $ 100,000,000 | |||||||
Repurchases and retirement of stock (in shares) | shares | 325,292 | 325,292 | ||||||
Stock repurchased and retired, average cost (USD per shares) | $ / shares | $ 61.48 | $ 61.48 | ||||||
Aggregate price of stock repurchased and retired | $ 20,000,000 | $ 20,000,000 | ||||||
Stock available and authorized for repurchases | $ 80,000,000 | $ 80,000,000 | ||||||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | 0 | |||||
Stock-based compensation expense recognized for market-based awards | $ 64,027,000 | $ 50,459,000 | $ 172,251,000 | $ 145,251,000 | ||||
Aggregate intrinsic value of exercised options | 8,200,000 | 144,600,000 | ||||||
Performance Based and Market Based Stock Options | ||||||||
Class of Stock [Line Items] | ||||||||
Stock-based compensation expense recognized for market-based awards | $ 6,400,000 | $ 3,400,000 | $ 14,500,000 | $ 9,700,000 | ||||
2016 Employee Stock Purchase Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | shares | 2,795,088 | 2,795,088 | ||||||
Purchase price for each share of common stock as percentage of lower of fair market value per share on first day of applicable offering period | 85% | |||||||
Total unrecognized compensation cost | $ 31,300,000 | $ 31,300,000 | ||||||
Total unrecognized compensation cost, weighted-average amortization period | 1 year 10 months 24 days | |||||||
2016 Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | shares | 11,484,828 | 11,484,828 | ||||||
2016 Plan | Restricted Stock Units (RSUs) | ||||||||
Class of Stock [Line Items] | ||||||||
Total unrecognized compensation cost related to unvested restricted stock units | $ 611,200,000 | $ 611,200,000 | ||||||
Total unrecognized compensation cost, weighted-average amortization period | 3 years | |||||||
Awards granted (in shares) | shares | 390,000 | 5,495,441 | ||||||
Stock option vesting period | 5 years | |||||||
2016 Plan | Performance Based Restricted Stock Unit Awards | ||||||||
Class of Stock [Line Items] | ||||||||
Awards granted (in shares) | shares | 585,000 | |||||||
Tranches | tranche | 6 | |||||||
Service period | 3 years | |||||||
2016 Plan | Market Based Restricted Stock Unit Awards | ||||||||
Class of Stock [Line Items] | ||||||||
Awards granted (in shares) | shares | 172,814 | |||||||
Performance term | 3 years | 3 years | ||||||
2016 Plan | Market Based Restricted Stock Unit Awards | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Options earning percentage | 0% | |||||||
2016 Plan | Market Based Restricted Stock Unit Awards | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Options earning percentage | 200% | |||||||
2016 Plan | Performance Based and Market Based Stock Options | ||||||||
Class of Stock [Line Items] | ||||||||
Service period | 3 years | |||||||
Grant date fair value | $ 26,000,000 | |||||||
2006 Stock Plan and 2016 Equity Incentive Plan | Employee Stock Options | ||||||||
Class of Stock [Line Items] | ||||||||
Total unrecognized compensation cost, weighted-average amortization period | 5 months | |||||||
Total unrecognized compensation cost related to unvested stock options | $ 400,000 | $ 400,000 |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Summary of Activity Related to RSUs (Details) - 2016 Plan - Restricted Stock Units (RSUs) - $ / shares | 1 Months Ended | 9 Months Ended |
Jul. 31, 2022 | Oct. 31, 2022 | |
Number of RSUs Outstanding | ||
Awarded and unvested, beginning balance (in shares) | 2,124,649 | |
Awards granted (in shares) | 390,000 | 5,495,441 |
Awards vested (in shares) | (962,660) | |
Awards forfeited (in shares) | (530,542) | |
Awarded and unvested, ending balance (in shares) | 6,126,888 | |
Weighted- Average Grant Date Fair Value | ||
Awarded and unvested, beginning balance (in dollars per share) | $ 184.56 | |
Awards granted (in dollars per share) | 93.34 | |
Awards vested (in dollars per share) | 139.33 | |
Awards forfeited (in dollars per share) | 155.53 | |
Awarded and unvested, ending balance (in dollars per share) | $ 112.36 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Details) - 2006 Stock Plan and 2016 Plan $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 31, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | |
Outstanding Stock Options | ||
Beginning balance (in shares) | shares | 1,840,947 | |
Option grants (in shares) | shares | 0 | |
Options exercised (in shares) | shares | (118,080) | |
Options forfeited (in shares) | shares | (6,192) | |
Ending balance (in shares) | shares | 1,716,675 | 1,840,947 |
Outstanding stock options, exercisable (in shares) | shares | 1,704,122 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ / shares | $ 23.82 | |
Option grants (in dollars per share) | $ / shares | 0 | |
Options exercised (in dollars per share) | $ / shares | 10.38 | |
Options forfeited (in dollars per share) | $ / shares | 13.91 | |
Ending balance (in dollars per share) | $ / shares | 24.78 | $ 23.82 |
Weighted-average exercise price, exercisable (in dollars per share) | $ / shares | $ 24.26 | |
Weighted- Average Remaining Contractual Life (in Years) | ||
Weighted-average remaining contractual life (in years), options outstanding | 4 years 1 month 6 days | 4 years 8 months 12 days |
Weighted-average remaining contractual life (in years), exercisable | 4 years 1 month 6 days | |
Aggregate intrinsic value, options outstanding | $ | $ 52,937 | $ 203,339 |
Aggregate intrinsic value, exercisable | $ | $ 52,937 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Table Footnote) (Details) - 2006 Stock Plan and 2016 Plan - shares | Oct. 31, 2022 | Jan. 31, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding number | 1,716,675 | 1,840,947 |
Market and Service Based Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding number | 711,839 |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 64,027 | $ 50,459 | $ 172,251 | $ 145,251 |
Subscription | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,253 | 4,162 | 14,586 | 11,063 |
Professional services and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,781 | 4,729 | 16,008 | 12,984 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 15,591 | 11,357 | 42,411 | 33,075 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 19,727 | 13,217 | 53,017 | 36,668 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 17,675 | $ 16,994 | $ 46,229 | $ 51,461 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 3,565 | $ (476) | $ 8,957 | $ (2,697) |
Effective tax rate | (3.95%) | 0.97% | ||
U.S. federal statutory tax rate | 21% |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Numerator: | ||||
Net loss attributable to Coupa Software Incorporated, Basic | $ (84,675) | $ (91,203) | $ (241,417) | $ (283,027) |
Net loss attributable to Coupa Software Incorporated, Diluted | $ (84,675) | $ (91,203) | $ (241,417) | $ (283,027) |
Denominator: | ||||
Weighted-average common shares outstanding - basic (in shares) | 76,040 | 74,133 | 75,635 | 73,514 |
Weighted-average common shares outstanding - diluted (in shares) | 76,040 | 74,133 | 75,635 | 73,514 |
Net loss per share, diluted, attributable to Coupa Software Incorporated (in dollars per share) | $ (1.11) | $ (1.23) | $ (3.19) | $ (3.85) |
Net loss per share, basic, attributable to Coupa Software Incorporated (in dollars per share) | $ (1.11) | $ (1.23) | $ (3.19) | $ (3.85) |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially Dilutive Securities Not Included in Diluted per Share Calculations (Details) - shares | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 18,035,100 | 14,423,815 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 9,698,967 | 9,738,266 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,716,675 | 2,006,211 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 6,126,888 | 2,348,624 |
Unvested common shares subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 3,573 | 137,143 |
Shares committed under the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 77,614 | 22,498 |
Contingent stock consideration for DCR acquisition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 171,073 | 171,073 |
Coupa K.K. redeemable non-controlling interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 240,310 | 0 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - shares | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 18,035,100 | 14,423,815 |
2026 Notes | Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 6,200,000 | |
2025 Notes | Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 6,800,000 | |
2023 Notes | Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 0 |
Business Segment Information (D
Business Segment Information (Details) | 9 Months Ended |
Oct. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 1 |
Significant Customers and Geo_3
Significant Customers and Geographic Information - Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 217,336 | $ 185,816 | $ 624,810 | $ 531,991 |
United States | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 137,637 | 112,808 | 390,238 | 318,017 |
Foreign countries | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 79,699 | $ 73,008 | $ 234,572 | $ 213,974 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 31, 2023 | Dec. 12, 2022 | Dec. 11, 2022 | Oct. 31, 2022 |
Subsequent Event [Line Items] | ||||
Insurance proceeds | $ 1.9 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Insurance proceeds | $ 17.5 | |||
Gain Contingency, Unrecorded Amount | $ 15.6 | |||
Business Combination, Termination Fee Payable To Parent | $ 200 | |||
Business Combination, Termination Fee Receivable From Parent | $ 435 | |||
Subsequent Event | Project CS Parent, LLC and Project CS Merger Sub, Inc. | ||||
Subsequent Event [Line Items] | ||||
Business Acquisition, Share Price | $ 81 |