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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________

FORM 8-K
_________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2024
_________________________________________

Zuora, Inc.
(Exact name of registrant as specified in its charter)
_________________________________________

Delaware001-3845120-5530976
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

101 Redwood Shores Parkway, Redwood City, California
94065
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (888) 976-9056

Not Applicable
(Former name or former address, if changed since last report.)
_________________________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareZUONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o




Item 2.02 Results of Operations and Financial Condition.

On February 28, 2024, Zuora, Inc. (“Zuora”) issued a press release announcing the financial results of its fiscal quarter and full year ended January 31, 2024. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this current report, including Exhibit 99.1, are furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in Exhibit 99.1 shall not be deemed incorporated by reference in any registration statement or other document filed with the Securities and Exchange Commission by Zuora, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished as part of this report:
 
Exhibit NumberDescription
99.1
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 ZUORA, INC.
(Registrant)
Dated: February 28, 2024
By:
 /s/ Todd McElhatton
Todd McElhatton
Chief Financial Officer


Exhibit 99.1

Zuora Reports Fourth Quarter and Full Year Fiscal 2024 Results

Full year subscription revenue grew 13% year-over-year, 15% on a constant currency basis

Redwood City, Calif. – February 28, 2024 – Zuora, Inc. (NYSE: ZUO), a leading monetization suite for modern businesses, today announced financial results for its fiscal fourth quarter and full year ended January 31, 2024.
“Fiscal 2024 was a year of balanced growth and profitability where we accelerated new customer acquisition by focusing on smaller, faster lands,” said Tien Tzuo, Founder and CEO at Zuora. “We improved adjusted free cash flow by $72 million and expanded our non-GAAP operating margin by 10 percentage points, putting Zuora in a stronger position as we enter a new fiscal year.”
Fourth Quarter Fiscal 2024 Financial Results:
•Revenue: Subscription revenue was $100.2 million, an increase of 12% year-over-year and total revenue was $110.7 million, an increase of 7% year-over-year.
•GAAP Loss from Operations: GAAP loss from operations was $17.2 million, compared to a loss from operations of $99.7 million in the fourth quarter of fiscal 2023.
•Non-GAAP Income from Operations: Non-GAAP income from operations was $15.9 million, compared to non-GAAP income from operations of $2.2 million in the fourth quarter of fiscal 2023.
•GAAP Net Loss: GAAP net loss was $20.8 million, or 19% of revenue, compared to a net loss of $107.9 million, or 105% of revenue, in the fourth quarter of fiscal 2023. GAAP net loss per share was $0.14 based on 144.2 million weighted-average shares outstanding, compared to a net loss per share of $0.80 based on 134.3 million weighted-average shares outstanding in the fourth quarter of fiscal 2023.
•Non-GAAP Net Income (Loss): Non-GAAP net income was $16.7 million, compared to a non-GAAP net loss of $5.8 million in the fourth quarter of fiscal 2023. Non-GAAP net income per share was $0.12 based on 144.2 million weighted-average shares outstanding, compared to a non-GAAP net loss per share of $0.04 based on 134.3 million weighted-average shares outstanding in the fourth quarter of fiscal 2023.
•Cash Flow: Net cash provided by operating activities was $16.9 million, compared to net cash used in operating activities of $18.0 million in the fourth quarter of fiscal 2023.
•Adjusted Free Cash Flow: Adjusted free cash flow was $14.6 million compared to negative $16.9 million in the fourth quarter of fiscal 2023.
•Cash and Investments: Cash and cash equivalents and short-term investments were $514.2 million as of January 31, 2024.
Full Year Fiscal 2024 Financial Results:
•Revenue: Subscription revenue was $383.4 million, an increase of 13% year-over-year and 15% on a constant currency basis. Total revenue was $431.7 million, an increase of 9% year-over-year and 10% on a constant currency basis.


•GAAP Loss from Operations: GAAP loss from operations was $64.4 million, compared to a GAAP loss from operations of $187.5 million in fiscal 2023.
•Non-GAAP Income from Operations: Non-GAAP income from operations was $47.5 million, compared to a non-GAAP income from operations of $2.5 million in fiscal 2023.
•GAAP Net Loss: GAAP net loss was $68.2 million, or 16% of revenue, compared to a GAAP net loss of $198.0 million, or 50% of revenue, in fiscal 2023. GAAP net loss per share was $0.49 based on 140.1 million weighted-average shares outstanding, compared to a GAAP net loss per share of $1.51 based on 131.4 million weighted-average shares outstanding in fiscal 2023.
•Non-GAAP Net Income (Loss): Non-GAAP net income was $45.9 million, compared to a non-GAAP net loss of $17.2 million in fiscal 2023. Non-GAAP net income per share was $0.33 based on 140.1 million weighted-average shares outstanding, compared to a non-GAAP net loss per share of $0.13 based on 131.4 million weighted-average shares outstanding in fiscal 2023.
•Cash Flow: Net cash used in operating activities was $18.8 million, compared to net cash used in operating activities of $20.6 million in fiscal 2023.
•Adjusted Free Cash Flow: Adjusted free cash flow was $44.3 million compared to negative $27.8 million in fiscal 2023.
Descriptions of non-GAAP financial measures are contained in the section titled "Explanation of Non-GAAP Financial Measures" below and reconciliations of GAAP and non-GAAP financial measures are contained in the tables below.
Fourth Quarter Key Metrics and Business Highlights:
•Customers with annual contract value (ACV) equal to or greater than $250,000 were 461, up from 431 as of January 31, 2023.
•Dollar-based Retention Rate (DBRR) was 106%, compared to 108% as of January 31, 2023.
•Annual Recurring Revenue (ARR) was $403.1 million compared to $365.0 million as of January 31, 2023, representing ARR growth of 10%.
•Zuora expanded its partnership with Avalara to help customers meet complex e-invoicing mandates through Zuora. As these new regulations continue to be adopted around the world, compliance will become critical for international expansion.
•New customers, expansions and go lives include Toast, Infor, Sony Network Communications, TELUS Corporation and The Associated Press.


Financial Outlook:
As of February 28, 2024, we are providing guidance for the first quarter and full fiscal year 2025 based on current market conditions and expectations. We emphasize that the guidance is subject to various important cautionary factors referenced in the section entitled “Forward-Looking Statements” below.
For the first quarter and full fiscal year 2025, Zuora currently expects the following results:
First Quarter
Fiscal 2025
Subscription revenue
$98.0M - $99.0M
$410.0M - $414.0M
Professional services revenue
$9.8M - $10.8M
$41.0M - $45.0M
Total revenue
$107.8M - $109.8M
$451.0M - $459.0M
Non-GAAP income from operations1
$14.0M - $16.0M
$79.0M - $81.0M
Non-GAAP net income per share1,2
$0.06 - $0.07
$0.40 - $0.42
ARR growth3
8% - 10%
Dollar-based Retention Rate3
104% - 106%
Adjusted Free Cash Flow1
$80.0M+
(1) For information on how we derive our non-GAAP financial measures, see the section titled "Explanation of Non-GAAP Financial Measures" below. Zuora has not reconciled its guidance for non-GAAP income from operations to GAAP loss from operations or non-GAAP net income per share to GAAP net loss per share because stock-based compensation expense cannot be reasonably calculated or predicted at this time. Additionally, adjusted free cash flow has not been reconciled to operating cash flows as it cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation of these non-GAAP measures is not available without unreasonable effort.
(2) Non-GAAP net income per share was computed assuming 146.9 million and 151.5 million weighted-average shares outstanding for the first quarter and full fiscal year 2025, respectively.
(3) Refer to the "Explanation of Key Operational and Financial Metrics" section below for how these metrics are calculated.
These statements are forward-looking and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.
Explanation of Key Operational and Financial Metrics:
Annual contract value (ACV). We define ACV as the subscription revenue we would contractually expect to recognize from a customer over the next twelve months, assuming no increases or reductions in their subscriptions. We define the number of customers at the end of any particular period as the number of parties or organizations that have entered into a distinct subscription contract with us and for which the term has not ended. Each party with whom we have entered into a distinct subscription contract is considered a unique customer, and in some cases, there may be more than one customer within a single organization.
Dollar-based Retention Rate (DBRR). We calculate DBRR as of a period end by starting with the sum of the ACV from all customers as of twelve months prior to such period end, or prior period ACV. We then calculate the sum of the ACV from these same customers as of the current period end, or current period ACV. Current period ACV includes any upsells and also reflects contraction or attrition over the trailing twelve months but excludes revenue from new customers added in the current period. We then divide the current period ACV by the prior period ACV to arrive at our dollar-based retention rate.

Annual Recurring Revenue (ARR). ARR represents the annualized recurring value at the time of initial booking or contract modification for all active subscription contracts at the end of a reporting period. ARR


excludes the value of non-recurring revenue such as professional services revenue as well as contracts with new customers with a term of less than one year. ARR should be viewed independently of revenue and deferred revenue, and is not intended to be a substitute for, or combined with, any of these items. ARR growth is calculated by dividing the ARR as of a period end by the ARR for the corresponding period end of the prior fiscal year.
Webcast and Conference Call Information:
Zuora will host a conference call for investors on February 28, 2024 at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time to discuss the company’s financial results and business highlights. Investors are invited to listen to a live webcast of the conference call by visiting https://investor.zuora.com. A replay of the webcast will be available through February 28, 2025. The call can also be accessed live via phone by the toll-free dial-in number: 1 (888) 596-4144 or toll dial-in number: 1 (646) 968-2525 with conference ID 8022374. An audio replay will be available shortly after the call and can be accessed by dialing 1 (800) 770-2030 or 1 (609) 800-9909 with conference ID 8022374 available from February 28, 2024 at 4:00 p.m. PT to March 6, 2024 at 11:59 p.m. PT.
Explanation of Non-GAAP Financial Measures:
In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain non-GAAP financial measures, including: non-GAAP cost of subscription revenue; non-GAAP subscription gross margin; non-GAAP cost of professional services revenue; non-GAAP professional services gross margin; non-GAAP gross profit; non-GAAP gross margin; non-GAAP income from operations; non-GAAP operating margin; non-GAAP net income (loss); non-GAAP net income (loss) per share; adjusted free cash flow; and subscription revenue and total revenue that exclude the impact of foreign currency exchange rate fluctuations (constant currency basis). The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
We use non-GAAP financial measures in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our Board of Directors concerning our financial performance. We believe these non-GAAP measures provide investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of our operating results. We also believe these non-GAAP measures are useful in evaluating our operating performance compared to that of other companies in our industry, as they generally eliminate the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance.
We exclude the following items from one or more of our non-GAAP financial measures:
•Stock-based compensation expense. We exclude stock-based compensation expense, which is a non-cash expense, because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, stock-based compensation expense is not comparable across companies given it is calculated using a variety of valuation methodologies and subjective assumptions.
•Amortization of acquired intangible assets. We exclude amortization of acquired intangible assets, which is a non-cash expense, because we do not believe it has a direct correlation to the operation of our business.
•Charitable contributions. We exclude expenses associated with charitable donations of our common stock. We believe that excluding these non-cash expenses allows investors to make more meaningful comparisons between our operating results and those of other companies.


•Shareholder litigation. We exclude non-recurring charges and benefits, net of insurance recoveries, including litigation expenses and settlements, related to shareholder litigation matters that are outside of the ordinary course of our business. We believe these charges and benefits do not have a direct correlation to the operations of our business and may vary in size depending on the timing and results of such litigation and related settlements.
•Asset impairment. We exclude non-cash charges for impairment of assets, including impairments related to internal-use software, office leases, and acquired intangible assets. Impairment charges can vary significantly in terms of amount and timing and we do not consider these charges indicative of our current or past operating performance. Moreover, we believe that excluding the effects of these charges allows investors to make more meaningful comparisons between our operating results and those of other companies.
•Change in fair value of debt conversion and warrant liabilities. We exclude fair value adjustments related to the debt conversion and warrant liabilities, which are non-cash gains or losses, as they can fluctuate significantly with changes in our stock price and market volatility, and do not reflect the underlying cash flows or operational results of the business.
•Acquisition-related transactions. We exclude acquisition-related transactions (including integration-related charges) that are not related to our ongoing operations, including expenses we incurred and gains or losses recognized on contingent consideration related to our acquisition of Zephr. We do not consider these transactions reflective of our core business or ongoing operating performance.

•Workforce reductions. We exclude charges related to workforce reduction plans, including severance, health care and related expenses. We believe these charges are not indicative of our continuing operations.

Additionally, we disclose "adjusted free cash flow", which is a non-GAAP measure that excludes acquisition-related costs (including integration-related charges) and expenses related to non-ordinary course litigation (including settlement charges) from GAAP operating cash flows, and includes capital expenditures. We believe this measure is meaningful to investors because management reviews cash flows generated from operations excluding such expenditures that are not related to our ongoing operations.

Zuora also provides subscription revenue and total revenue, including year-over-year growth rates, adjusted to remove the impact of foreign currency rate fluctuations, which we refer to as constant currency. We believe providing revenue on a constant currency basis helps our investors to better understand our underlying performance. We calculate constant currency in a given period by applying the average currency exchange rates in the comparable period of the prior year to the local currency revenue in the current period.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. The non-GAAP measures we use may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from these non-GAAP financial measures.


Forward-Looking Statements:
Zuora’s Financial Outlook and other statements in this release, other than statements of historical fact, that refer to future plans and expectations are forward-looking statements that involve a number of risks and uncertainties. Words such as “may,” “will,” “potential,” “anticipates,” “expects,” “could,” “would,” "when," “projects,” “plans,” “targets,” "may affect," "assuming" and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this release include our financial outlook for the first quarter and full year fiscal 2025 and statements regarding our top line growth and international expansion. Forward-looking statements are based on management's expectations as of the date of this filing and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 as well as other documents that may be filed by us from time to time with the Securities and Exchange Commission. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: our ability to attract new customers and expand sales to existing customers; trends in revenue, cost of revenue and gross margin; adverse changes on our business and financial condition due to macroeconomic or market conditions, as well as geopolitical conditions and destabilizing events, including inflation, rising interest rates, banking system instability, debt ceiling negotiations, potential government shutdowns and wars; managing our future growth and profitability plans effectively; market acceptance of monetization platform software and related solutions, as well as consumer adoption of products and services that are provided through such solutions; trends and expectations in our operating and financial metrics, including customers with annual contract value equal to or greater than $250,000, Dollar-based Retention Rate, Annual Recurring Revenue, and growth of and within our customer base; future acquisitions, the anticipated benefits of such acquisitions and our ability to integrate the operations and technology of any acquired company; industry trends, projected growth, or trend analysis, including the shift to subscription business models; our investments in our platform and the cost of third-party hosting fees; the expansion and functionality of our technology offering, including expected benefits of such products and technology, and the timeliness of production of such products and technology; challenges related to growing our relationships with strategic partners such as systems integrators and their effectiveness in selling our products; the risk of loss of key employees; trends in operating expenses, including research and development expense, sales and marketing expense, and general and administrative expense, and expectations regarding these expenses as a percentage of revenue; our ability to compete effectively; our history of net losses and our ability to achieve or sustain profitability; currency exchange rate fluctuations; our products not gaining market acceptance or losing market acceptance; our product development efforts may be unsuccessful; our debt obligations; our ability to develop and release new products and services, or successful enhancements, new features and modifications to our existing products and services; our ability to effectively develop and use artificial intelligence in our platform and business; our customers successfully deploying our solution; our sales and product initiatives may not be successful or the expected benefits of such initiatives may not be achieved in a timely manner; our security measures may be breached or our products may be perceived as not being secure; our ability to adequately protect our intellectual property; the impact of actions we are taking to improve operational efficiencies and operating costs; we may experience interruptions or performance problems, including a service outage, associated with our technology; litigation and related costs; other business effects, including those related to industry, market, economic, political, regulatory and global health conditions and other risks and uncertainties. The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.



About Zuora, Inc.
Zuora provides a leading monetization suite for modern businesses across all industries, enabling companies to unlock and grow customer-centric business models. Zuora serves as an intelligent hub that monetizes and orchestrates the complete quote to cash and revenue recognition process at scale. Through its industry leading technology and expertise, Zuora helps more than 1,000 companies around the world, including BMC Software, Box, Caterpillar, General Motors, Penske Media Corporation, Schneider Electric, Siemens and Zoom nurture and monetize direct, digital customer relationships. Headquartered in Silicon Valley, Zuora operates offices around the world in the Americas, EMEA and APAC. To learn more about the Zuora monetization suite, please visit www.zuora.com.
Investor Relations Contact:
Luana Wolk
investorrelations@zuora.com
650-419-1377

Media Relations Contact:
Margaret Pack
press@zuora.com
619-609-3919
© 2024 Zuora, Inc. All Rights Reserved. Zuora, Subscribed, Subscription Economy, Powering the Subscription Economy, Subscription Economy Index, Zephr, and Subscription Experience Platform are trademarks or registered trademarks of Zuora, Inc. Third party trademarks mentioned above are owned by their respective companies. Nothing in this press release should be construed to the contrary, or as an approval, endorsement or sponsorship by any third parties of Zuora, Inc. or any aspect of this press release.

SOURCE: Zuora Financial


ZUORA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands, except per share data)
 Three Months Ended
January 31,		Fiscal Year Ended
January 31,
 2024202320242023
(unaudited)(unaudited)(unaudited)
Revenue:
Subscription$100,164 $89,513 $383,396 $338,391 
Professional services10,505 13,528 48,265 57,696 
Total revenue110,669 103,041 431,661 396,087 
Cost of revenue:
Subscription1
22,295 21,070 84,599 81,094 
Professional services1
14,524 16,995 62,375 72,135 
Total cost of revenue36,819 38,065 146,974 153,229 
Gross profit73,850 64,976 284,687 242,858 
Operating expenses:
Research and development1
28,860 24,925 108,288 102,564 
Sales and marketing1
41,727 41,295 166,215 173,871 
General and administrative1
20,431 23,445 74,591 78,878 
Litigation settlement— 75,000 — 75,000 
Total operating expenses91,018 164,665 349,094 430,313 
Loss from operations(17,168)(99,689)(64,407)(187,455)
Change in fair value of debt conversion and warrant liabilities(4,475)(134)(2,234)9,214 
Interest expense(6,876)(4,486)(21,480)(15,133)
Interest and other income (expense), net8,440 5,888 22,079 5,986 
Loss before income taxes(20,079)(98,421)(66,042)(187,388)
Income tax provision755 9,437 2,151 10,582 
Net loss(20,834)(107,858)(68,193)(197,970)
Comprehensive loss:
Foreign currency translation adjustment711 1,187 (672)(461)
Unrealized gain (loss) on available-for-sale securities238 663 732 (350)
Comprehensive loss$(19,885)$(106,008)$(68,133)$(198,781)
Net loss per share, basic and diluted$(0.14)$(0.80)$(0.49)$(1.51)
Weighted-average shares outstanding used in calculating net loss per share, basic and diluted144,175 134,349 140,147 131,441 
_____________________
(1) Stock-based compensation expense was recorded in the following cost and expense categories:


Three Months Ended
January 31,		Fiscal Year Ended
January 31,
 2024202320242023
Cost of subscription revenue$2,090 $1,624 $8,979 $8,141 
Cost of professional services revenue2,570 2,111 11,567 12,297 
Research and development6,631 4,852 27,292 25,819 
Sales and marketing7,259 5,472 32,116 33,075 
General and administrative4,529 2,297 21,098 17,069 
Total stock-based compensation expense$23,079 $16,356 $101,052 $96,401 


ZUORA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 January 31, 2024January 31, 2023
(unaudited)
Assets
Current assets:
Cash and cash equivalents$256,065 $203,239 
Short-term investments258,120 183,006 
Accounts receivable, net of allowance for credit losses of $2,142 and $4,001 as of January 31, 2024 and January 31, 2023, respectively
124,602 91,740 
Deferred commissions, current portion15,870 16,282 
Prepaid expenses and other current assets23,261 24,285 
Total current assets677,918 518,552 
Property and equipment, net25,961 27,159 
Operating lease right-of-use assets22,462 22,768 
Purchased intangibles, net10,082 13,201 
Deferred commissions, net of current portion27,250 28,250 
Goodwill56,657 53,991 
Other assets3,506 4,677 
Total assets$823,836 $668,598 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$3,161 $1,073 
Accrued expenses and other current liabilities32,157 103,678 
Accrued employee liabilities37,722 30,483 
Deferred revenue, current portion199,615 167,145 
Operating lease liabilities, current portion6,760 9,240 
Total current liabilities279,415 311,619 
Long-term debt359,525 210,403 
Deferred revenue, net of current portion2,802 442 
Operating lease liabilities, net of current portion37,100 37,924 
Deferred tax liabilities3,725 3,717 
Other long-term liabilities7,582 7,333 
Total liabilities690,149 571,438 
Stockholders’ equity:
Class A common stock14 13 
Class B common stock1 1 
Additional paid-in capital964,141 859,482 
Accumulated other comprehensive loss(859)(919)
Accumulated deficit(829,610)(761,417)
Total stockholders’ equity133,687 97,160 
Total liabilities and stockholders’ equity$823,836 $668,598 



ZUORA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Fiscal Year Ended January 31,
 20242023
(unaudited)
Cash flows from operating activities:
Net loss$(68,193)$(197,970)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and accretion18,214 18,738 
Stock-based compensation101,052 96,401 
Provision for credit losses858 2,245 
Donation of common stock to charitable foundation— 1,000 
Amortization of deferred commissions18,959 19,291 
Reduction in carrying amount of right-of-use assets6,090 7,363 
Asset impairment3,811 4,537 
Change in fair value of debt conversion and warrant liabilities2,234 (9,213)
Change in fair value of contingent consideration— (380)
Other1,335 (391)
Changes in operating assets and liabilities:
Accounts receivable(34,230)(11,081)
Prepaid expenses and other assets885 (7,379)
Deferred commissions(18,051)(22,802)
Accounts payable2,082 (6,084)
Accrued expenses and other liabilities(82,746)88,353 
Accrued employee liabilities7,239 (2,161)
Deferred revenue34,830 12,020 
Operating lease liabilities(13,136)(13,131)
Net cash used in operating activities
(18,767)(20,644)
Cash flows from investing activities:
Purchases of property and equipment(9,987)(10,634)
Purchases of short-term investments(286,394)(234,246)
Maturities of short-term investments216,628 154,806 
Cash paid for acquisition, net of cash acquired(4,524)(41,000)
Net cash used in investing activities(84,277)(131,074)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs145,861 233,901 
Proceeds from issuance of common stock upon exercise of stock options2,280 2,471 
Proceeds from issuance of common stock under employee stock purchase plan8,401 7,019 
Principal payments on debt— (1,480)
Net cash provided by financing activities156,542 241,911 
Effect of exchange rates on cash and cash equivalents(672)(461)
Net increase in cash and cash equivalents52,826 89,732 
Cash and cash equivalents, beginning of year203,239 113,507 
Cash and cash equivalents, end of year$256,065 $203,239 



ZUORA, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(in thousands, except percentages)
(unaudited)

Subscription Gross Margin
Three Months Ended January 31,Fiscal Year Ended January 31,
2024202320242023
Reconciliation of cost of subscription revenue:
GAAP cost of subscription revenue$22,295$21,070 $84,599 $81,094 
Less:
Stock-based compensation(2,090)(1,624)(8,979)(8,141)
Amortization of acquired intangibles(607)(724)(2,690)(2,236)
Asset impairment
(176)— (615)— 
Workforce reduction(1,740)(400)(1,778)(547)
Non-GAAP cost of subscription revenue$17,682 $18,322 $70,537 $70,170 
GAAP subscription gross margin78 %76 %78 %76 %
Non-GAAP subscription gross margin82 %80 %82 %79 %

Professional Services Gross Margin
Three Months Ended January 31,Fiscal Year Ended January 31,
2024202320242023
Reconciliation of cost of professional services revenue:
GAAP cost of professional services revenue$14,524 $16,995 $62,375 $72,135 
Less:
Stock-based compensation(2,570)(2,111)(11,567)(12,297)
Asset impairment
(291)— (291)— 
Workforce reduction(72)(247)(118)(646)
Non-GAAP cost of professional services revenue$11,591 $14,637 $50,399 $59,192 
GAAP professional services gross margin(38)%(26)%(29)%(25)%
Non-GAAP professional services gross margin(10)%(8)%(4)%(3)%











ZUORA, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (CONTINUED)
(in thousands, except percentages)
(unaudited)

Total Gross Margin
Three Months Ended January 31,Fiscal Year Ended January 31,
2024202320242023
Reconciliation of gross profit:
GAAP gross profit$73,850 $64,976 $284,687 $242,858 
Add:
Stock-based compensation4,660 3,735 20,546 20,438 
Amortization of acquired intangibles607 724 2,690 2,236 
Asset impairment
467 — 906 — 
Workforce reduction1,812 647 1,896 1,193 
Non-GAAP gross profit$81,396 $70,082 $310,725 $266,725 
GAAP gross margin67 %63 %66 %61 %
Non-GAAP gross margin74 %68 %72 %67 %

Operating (Loss) Income and Operating Margin
Three Months Ended January 31,Fiscal Year Ended January 31,
2024202320242023
Reconciliation of (loss) income from operations:
GAAP loss from operations$(17,168)$(99,689)$(64,407)$(187,455)
Add:
Stock-based compensation23,079 16,356 101,052 96,401 
Amortization of acquired intangibles607 724 2,690 2,236 
Asset impairment
2,219 4,537 3,811 4,537 
Charitable contribution
— — — 1,000 
Shareholder litigation153 76,022 (3,112)76,268 
Acquisition-related transactions— 1,541 211 3,153 
Workforce reduction6,984 2,709 7,249 6,369 
Non-GAAP income from operations$15,874 $2,200 $47,494 $2,509 
GAAP operating margin(16)%(97)%(15)%(47)%
Non-GAAP operating margin14 %2 %11 %1 %










ZUORA, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (CONTINUED)
(in thousands, except per share data)
(unaudited)

Net (Loss) Income and Net (Loss) Income Per Share
Three Months Ended January 31,Fiscal Year Ended January 31,
2024202320242023
Reconciliation of net (loss) income:
GAAP net loss$(20,834)$(107,858)$(68,193)$(197,970)
Add:
Stock-based compensation23,079 16,356 101,052 96,401 
Amortization of acquired intangibles607 724 2,690 2,236 
Asset impairment2,219 4,537 3,811 4,537 
Charitable contribution
— — — 1,000 
Shareholder litigation153 76,022 (3,112)76,268 
Change in fair value of debt conversion and warrant liabilities4,475 134 2,234 (9,214)
Acquisition-related transactions— 1,541 211 3,153 
Workforce reduction6,984 2,709 7,249 6,369 
Non-GAAP net income (loss)$16,683 $(5,835)$45,942 $(17,220)
GAAP net loss per share, basic and diluted1
$(0.14)$(0.80)$(0.49)$(1.51)
Non-GAAP net income (loss) per share, basic and diluted1
$0.12 $(0.04)$0.33 $(0.13)
_________________________________
(1) For the three months ended January 31, 2024 and 2023, GAAP and Non-GAAP net income (loss) per share are calculated based upon 144.2 million and 134.3 million basic and diluted weighted-average shares of common stock, respectively. For the twelve months ended January 31, 2024 and 2023, GAAP and Non-GAAP net income (loss) per share are calculated based upon 140.1 million and 131.4 million basic and diluted weighted-average shares of common stock, respectively.


ZUORA, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (CONTINUED)
(in thousands, except percentages)
(unaudited)

Adjusted Free Cash Flow
Three Months Ended January 31,Fiscal Year Ended January 31,
2024202320242023
Net cash provided by (used in) operating activities (GAAP)
$16,909 $(17,965)$(18,767)$(20,644)
Add:
Shareholder litigation783 14 72,913 251 
Acquisition-related costs— 3,186 135 3,186 
Less:
Purchases of property and equipment(3,074)(2,163)(9,987)(10,634)
Adjusted free cash flow (non-GAAP)$14,618 $(16,928)$44,294 $(27,841)
Net cash (used in) provided by investing activities (GAAP)
$(181,303)$34,848 $(84,277)$(131,074)
Net cash provided by financing activities (GAAP)$4,916 $2,908 $156,542 $241,911 

Constant Currency Revenue

Three Months Ended January 31,Fiscal Year Ended January 31,
20242023% Change20242023% Change
Subscription revenue (GAAP)$100,164 $89,513 12 %$383,396 $338,391 13 %
Effects of foreign currency rate fluctuations(176)5,418 
Subscription revenue on a constant currency basis (Non-GAAP)$99,988 12 %$388,814 15 %
Total revenue (GAAP)$110,669 $103,041 7 %$431,661 $396,087 9 %
Effects of foreign currency rate fluctuations(189)5,403 
Total revenue on a constant currency basis (Non-GAAP)$110,480 7 %$437,064 10 %


v3.24.0.1
Cover
Feb. 28, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 28, 2024
Entity Registrant Name Zuora, Inc.
Entity Central Index Key 0001423774
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-38451
Entity Tax Identification Number 20-5530976
Entity Address, Address Line One 101 Redwood Shores Parkway
Entity Address, City or Town Redwood City
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94065
City Area Code 888
Local Phone Number 976-9056
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol ZUO
Security Exchange Name NYSE
Entity Emerging Growth Company false
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