United States securities and exchange commission logo
June 16, 2020
Todd Ford
Chief Financial Officer
Coupa Software Inc
1855 S. Grant Street
San Mateo, CA 94402
Re: Coupa Software Inc
Form 10-K for the
Year Ended January 31, 2020
Filed March 20,
2020
Form 10-Q for the
Quarter Ended April 30, 2020
Filed June 8, 2020
File No. 001-37901
Dear Mr. Ford:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended January 31, 2020
Selected Financial Data, page 43
1. We note you include
free cash flows in this table without including the comparable GAAP
measure of operating
cash flows. Please revise to to disclose your GAAP measures with
equal or greater
prominence to the non-GAAP discussion. Refer to Item 10(e)(i)(A) of
Regulation S-K and
Question 102.10 of the Non-GAAP C&DIs.
Todd Ford
FirstName LastNameTodd Ford
Coupa Software Inc
Comapany NameCoupa Software Inc
June 16, 2020
Page 2
June 16, 2020 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Metrics, page 48
2. You state that in order to grow your revenue, you must add new
customers as well as
renew existing subscriptions and increase the users and modules with
such customers.
Please tell us what measures management uses to monitor the renewals
and expansion of
your existing customers and tell us your consideration to include a
discussion of such
measures in future filings. In this regard, we note from your response
letter dated March
25, 2016 (comment 4) that you use a retention-related metric to track
the rate at which
you retain and grow your customer base; however, you do not disclose
that information
as the metric was not calculated based on GAAP revenues. We also note
your reference
to dollar-based expansion rate in your earnings calls. Tell us how
that metric is calculated
and explain further why you believe including a discussion of this
metric along with a
description of how it is calculated is not appropriate in your
filings. Refer Section III.B.1
of SEC Release No. 33-8350 and SEC Release No. 33-10751.
3. You discuss calculated billings and billings growth in your earnings
calls. Please tell us
whether billings and billings growth are metrics used in managing your
business and if so,
include a quantified discussion of these metrics for each period
presented in future filings.
Results of Operations, page 51
4. You state that the increase in subscription revenue was due primarily
to the acquisition of
new customers, the sale of existing modules to existing customers and
to a lesser extent,
new revenues generated by acquisitions during the year. Where a
material change is
attributed to two or more factors, including any offsetting factors,
the contribution of each
identified factor should be described in quantified terms. Please
revise to quantify the
impact of each material factor that you discuss to provide your
readers with better insight
into the underlying reasons behind the changes in your results. In
addition, you should
remove vague terms such as "primarily" in favor of specific
quantification. Refer to Item
303(a)(3) of Regulation S-K and Section III.D of SEC Release No.
33-6835.
Form 10-Q for the Quarter Ended April 30, 2020
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 38
5. We note that your measure of adjusted free cash flow appears to
exclude items that require
cash settlement. In addition, the title and your reconciliation to net
cash provided by
operating activities suggests that this measure could be used as a
liquidity measure.
Please tell us what consideration you gave to the prohibition in Item
10(e)(ii)(A) of
Regulation S-K regarding excluding charges that required, or will
require, cash settlement
from non-GAAP liquidity measures. In addition, explain how management
uses this
measure and why you believe it provides useful information to
investors regarding your
liquidity. Refer to Item 10(e)(ii)(C) of Regulation S-K.
Todd Ford
Coupa Software Inc
June 16, 2020
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 with any questions.
FirstName LastNameTodd Ford Sincerely,
Comapany NameCoupa Software Inc
Division of
Corporation Finance
June 16, 2020 Page 3 Office of Technology
FirstName LastName