Form 10-Q ZUORA INC For: Oct 31

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Note 1. Overview and Basis of Presentation

Description of Business

Zuora, Inc. was incorporated in the state of Delaware in 2006 and began operations in 2007. Zuora’s fiscal year ends on January 31. Zuora is headquartered in Redwood City, California.

Zuora provides a cloud-based subscription management platform, built to help companies monetize new services and operate dynamic, recurring revenue business models. Our solution enables companies across multiple industries and geographies to launch, manage and scale a subscription business, automating the entire quote-to-cash and revenue recognition process, including quoting, billing, collections and revenue recognition. With Zuora’s solution, businesses can change pricing and packaging for products and services to grow and scale, efficiently comply with revenue recognition standards, analyze customer data to optimize their subscription offerings, and build meaningful relationships with their subscribers.

References to “Zuora”, “us”, “our”, or “we” in these notes refer to Zuora, Inc. and its subsidiaries on a consolidated basis.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements, which include the accounts of Zuora and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited 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. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of comprehensive loss, statements of cash flows and statements of stockholders' equity for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2023 or any future period.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the SEC on March 28, 2022 (Annual Report).

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Our most significant estimates and assumptions are related to revenue recognition with respect to the determination of the relative standalone selling prices for our services; the expected period of benefit over which deferred commissions are amortized; valuation of stock-based awards, our convertible senior notes and warrants, and contingent consideration; estimates of allowance for credit losses; estimates of the fair value of goodwill and long-lived assets when evaluating for impairments and for assets acquired from acquisitions; useful lives of intangibles and other long-lived assets; and the valuation of deferred income tax assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ materially from these estimates under different assumptions or conditions.

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Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Our significant accounting policies are discussed in Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements in our Annual Report for the fiscal year ended January 31, 2022. There have been no significant changes to these policies during the nine months ended October 31, 2022, except for updates resulting from our issuance to Silver Lake of the Initial Notes and Warrants (see Note 9. Debt for details) in March 2022, and updates resulting from the acquisition of Zephr, as discussed below. Additional information regarding our issuance of these convertible notes and warrants is included in Note 9. Debt and Note 17. Warrants to Purchase Shares of Common Stock, respectively, and additional information regarding our acquisition of Zephr is included in Note 19. Zephr Acquisition.

Derivative Financial Instruments

The accounting treatment of derivative financial instruments requires that we record certain embedded features and warrants as assets or liabilities at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date with any change in fair value recorded as income or expense. In connection with our issuance of the Initial Notes to Silver Lake on March 24, 2022, we adopted a sequencing policy in accordance with ASC 815-40 whereby financial instruments issued will be ordered by conversion or exercise price.

Deferred Debt Issuance Costs

Costs directly associated with obtaining debt financing are deferred and amortized using the effective interest rate method over the expected term of the related debt agreement. We determine the expected term of debt agreements by assessing the contractual term of the debt as well as any non-contingent put rights provided to the lenders. Unamortized amounts related to long-term debt are reflected on the unaudited condensed consolidated balance sheets as a direct deduction from the carrying amounts of the related long-term debt liability. Amortization expense of deferred loan costs was approximately $2.0 million and $4.6 million for the three and nine months ended October 31, 2022, respectively, and is included in Interest expense on the accompanying unaudited condensed consolidated statements of comprehensive loss.

Earnings per Share

Basic earnings per share (EPS) is calculated by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the if-converted method (convertible debt instruments) or treasury-stock method (warrants and share-based payment arrangements). For purposes of this calculation, common stock issuable upon conversion of debt, options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive.

Acquisitions

We assess acquisitions under ASC Topic 805, Business Combinations (ASC 805) to determine whether a transaction represents the acquisition of assets or a business combination. Under this guidance, we apply a two-step model. The first step involves a screening test where we evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in either a single asset or a group of similar assets. If the screening test is met, we account for the set as an asset acquisition. If the screening test is not met, we apply the second step of the model to determine if the set meets the definition of a business based on the guidance in ASC 805. If the second step is met, the transaction is treated as a business combination. If the second step is not met, it is treated as an asset acquisition.

A business combination is accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. The allocation of the consideration requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate

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weighted average cost of capital, and the cost savings related to the business combination. These estimates are inherently uncertain and unpredictable. Contingent consideration incurred in connection with the business combination is recorded at its fair value on the acquisition date and is remeasured through credits or charges to the unaudited condensed consolidated statements of comprehensive loss each subsequent reporting period and is classified as contingent consideration in the unaudited condensed consolidated balance sheet until the related contingencies are resolved.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing certain separation models previously required under U.S. GAAP, including the beneficial conversion feature and cash conversion models. This ASU also simplifies the diluted earnings per share calculation in certain areas. The standard was effective for us beginning February 1, 2022 and we utilized the modified retrospective transition method of adoption. The adoption of this standard had no impact on our retained earnings or other components of equity as of the February 1, 2022 adoption date and had no impact to our earnings per share during the period of adoption.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The standard requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. We retroactively adopted this standard as of February 1, 2022. The adoption of this standard on February 1, 2022 had no impact on our unaudited condensed consolidated financial statements.

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Note 3. Investments

The amortized costs, unrealized gains and losses and estimated fair values of our short-term investments were as follows (in thousands):

			October 31, 2022
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
U.S. government securities			$	52,723					$	—					$	(698)					$	52,025
Corporate bonds			51,918						—						(459)						51,459
Commercial paper			100,908						—						—						100,908
Supranational bonds			9,998						—						(31)						9,967
Foreign government securities			4,033						—						(51)						3,982
Total short-term investments			$	219,580					$	—					$	(1,239)					$	218,341

			January 31, 2022
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
U.S. government securities			$	18,082					$	—					$	(155)					$	17,927
Corporate bonds			21,225						—						(49)						21,176
Commercial paper			55,234						—						—						55,234
Supranational bonds			3,503						—						—						3,503
Foreign government securities			4,064						—						(22)						4,042
Total short-term investments			$	102,108					$	—					$	(226)					$	101,882

There were no material realized gains or losses from sales of marketable securities that were reclassified out of accumulated other comprehensive loss into investment income during the three and nine months ended October 31, 2022 and 2021. We had no significant unrealized losses on our available-for-sale securities as of October 31, 2022 and January 31, 2022, and we do not expect material credit losses on our current investments in future periods. All securities had stated effective maturities of less than one year as of October 31, 2022.

Note 4. Fair Value Measurements

The accounting guidance for fair value measurements establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

Level input						Input definition
Level 1						Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2						Inputs other than quoted prices included within Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date
Level 3						Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date

In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly.

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The following tables summarize our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis (in thousands):

			October 31, 2022
			Level 1						Level 2						Level 3						Total
Cash equivalents:
Money market funds			$	162,503					$	—					$	—					$	162,503
Short-term investments:
U.S. government securities			$	—					$	52,025					$	—					$	52,025
Corporate bonds			—						51,459						—						51,459
Commercial paper			—						100,908						—						100,908
Supranational bonds			—						3,982						—						3,982
Foreign government securities			—						9,967						—						9,967
Total short-term investments			$	—					$	218,341					$	—					$	218,341
Liabilities:
Warrant liability			$	—					$	—					$	2,695					$	2,695
Contingent consideration			—						—						3,000						3,000
Total liabilities			$	—					$	—					$	5,695					$	5,695

			January 31, 2022
			Level 1						Level 2						Level 3						Total
Cash equivalents:
Money market funds			$	92,668					$	—					$	—					$	92,668
Short-term investments:
U.S. government securities			$	—					$	17,927					$	—					$	17,927
Corporate bonds			—						21,176						—						21,176
Commercial paper			—						55,234						—						55,234
Supranational bonds			—						3,503						—						3,503
Foreign government securities			—						4,042						—						4,042
Total short-term investments			$	—					$	101,882					$	—					$	101,882

Changes in our Level 3 fair value measurements were as follows (in thousands):

			Warrant Liability						Acquisition-related Contingent Consideration
Balance, January 31, 2022			$	—					$	—
Issuances			12,043						—
Additions			—						4,800
Settlements			—						—
Gain on change in fair value			(9,348)						(1,800)
Balance, October 31, 2022			$	2,695					$	3,000

The carrying amounts of certain financial instruments, including cash held in bank accounts, accounts receivable, accounts payable, and accrued expenses, approximate fair value due to their relatively short maturities.

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Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

			October 31, 2022						January 31, 2022
Prepaid software subscriptions			$	5,693					$	6,854
Prepaid insurance			3,367						3,220
Contract assets			2,164						1,289
Taxes			1,668						1,270
Deposits			1,229						250
Prepaid hosting costs			1,052						767
Other			4,364						1,953
Total			$	19,537					$	15,603

Note 6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

			October 31, 2022						January 31, 2022
Software			$	31,055					$	25,495
Leasehold improvements			16,932						17,277
Computer equipment			15,212						14,746
Furniture and fixtures			4,260						4,424
			67,459						61,942
Less accumulated depreciation and amortization			(38,481)						(34,266)
Total			$	28,978					$	27,676

The following table summarizes the capitalized internal-use software costs included within the Software line item in the table above (in thousands):

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Internal-use software costs capitalized during the period			$	1,621					$	1,748					$	5,770					$	3,710
															October 31, 2022						January 31, 2022
Total capitalized internal-use software, net of accumulated amortization															$	14,228					$	11,534

The following table summarizes total depreciation and amortization expense related to property and equipment, including amortization of internal-use software, included in General and administrative and Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands):

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Total depreciation and amortization expense			$	2,646					$	2,802					$	7,013					$	8,630

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Note 7. Purchased Intangible Assets and Goodwill

The following tables summarize the purchased intangible asset balances (in thousands):

			October 31, 2022
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Developed technology			$	19,563					$	(8,694)					$	10,869
Customer relationships			5,186						(3,085)						2,101
Trade name			1,708						(748)						960
Total			$	26,457					$	(12,527)					$	13,930

			January 31, 2022
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Developed technology			$	9,271					$	(7,692)					$	1,579
Customer relationships			4,287						(2,717)						1,570
Trade name			909						(606)						303
Total			$	14,467					$	(11,015)					$	3,452

Purchased intangible assets are being amortized to Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss on a straight-line basis over their estimated useful lives ranging from three to ten years. The following table summarizes amortization expense recognized on purchased intangible assets during the periods indicated (in thousands):

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Purchased intangible assets amortization expense			$	586					$	554					$	1,512					$	1,496

Estimated future amortization expense for purchased intangible assets as of October 31, 2022 was as follows (in thousands);

Fiscal year ending:
2023 (remainder of the year)			$	738
2024			2,952
2025			2,507
2026			1,873
2027			1,560
Thereafter			4,300
Total estimated amortization expense			$	13,930

The following table represents the changes to goodwill (in thousands):

			Goodwill
Balance, January 31, 2022			$	17,632
Addition from acquisition			35,009
Effects of foreign currency translation			(23)
Balance, October 31, 2022			$	52,618

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Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

			October 31, 2022						January 31, 2022
Accrued outside services and consulting			$	6,822					$	3,712
Accrued hosting and third-party licenses			4,139						3,865
Accrued contingent consideration			3,000						—
Warrant liability			2,695						—
Accrued taxes			1,607						2,422
Accrued interest			850						—
Other accrued expenses			3,790						4,226
Total			$	22,903					$	14,225

Note 9. Debt

2029 Notes

On March 24, 2022 (Initial Closing Date), we issued convertible senior notes (Initial Notes) in the aggregate principal amount of $250.0 million pursuant to an investment agreement (Investment Agreement) and indenture agreement (Indenture) to certain entities affiliated with Silver Lake Alpine II, L.P. (Silver Lake). Pursuant to the Investment Agreement, additional convertible senior notes in the aggregate principal amount of $150.0 million (Additional Notes), (together with the Initial Notes, the “2029 Notes”) shall be issued to Silver Lake 18 months after the Initial Closing Date, with an earlier issuance upon our completion of a Material Acquisition that meets the conditions described in Section 2.02(a) of the Investment Agreement. In addition, in the event that a Change in Control (as defined in the Indenture) occurs prior to the Additional Notes being issued, the noteholder would have the right to receive, at the noteholder's election, the Additional Notes, a cash payment, or common stock, as described in Section 2.02(b) of the Investment Agreement. The Initial Notes and the Additional Notes, once issued, represent senior unsecured obligations of Zuora.

As a condition of the Investment Agreement, we also issued warrants to Silver Lake to acquire up to 7.5 million shares of Class A common stock (Warrants), of which (i) up to 2.5 million Warrants are exercisable at $20.00 per share, (ii) up to 2.5 million Warrants are exercisable at $22.00 per share and (iii) up to 2.5 million Warrants are exercisable at $24.00 per share. The Warrants are exercisable for a period of seven years from the Initial Closing Date.

The purchase price of the 2029 Notes is 98% of the par value. The 2029 Notes bear interest at a rate of 3.95% per annum, payable quarterly in cash, provided that we have the option to pay interest in kind at 5.50% per annum. If elected, any such paid in kind interest will be added to the principal balance at each quarterly interest payment date. The 2029 Notes will mature on March 31, 2029, subject to earlier conversion or redemption. The Initial Notes are convertible at Silver Lake’s option into shares of our Class A common stock at an initial conversion rate of 50.0 shares per $1,000 principal amount ($20.00 per share, representing 12.5 million shares of Class A common stock), subject to customary anti-dilution adjustments. Any 2029 Notes that are converted in connection with a Make-Whole Fundamental Change (as defined in the Indenture) are subject to an increase in the conversion price under certain circumstances.

With certain exceptions, upon a Fundamental Change, the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the 2029 Notes at a purchase price equal to the principal amount and accrued but unpaid interest outstanding, plus the total sum of all remaining scheduled interest payments through the remainder of the term of the 2029 Notes, at the 5.50% paid in kind interest rate. At any time on or after the fifth anniversary of the Initial Closing Date, the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. Upon certain events of default, the 2029 Notes may be declared due and payable (or will automatically become so under certain events of default), at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. We have no right to redeem the 2029 Notes prior to maturity.

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Pursuant to the Investment Agreement, without our prior written consent, Silver Lake is restricted from converting any 2029 Note, exercising any Warrant or transferring any 2029 Note or Warrant to parties other than affiliates or members of Silver Lake (with certain limited exceptions) for 18 months following the Initial Closing Date, or if sooner, upon the consummation of any Change in Control (as defined in the Investment Agreement) or entry into a definitive agreement for a transaction that, if consummated, would result in a Change in Control.

We determined that the Initial Notes arrangement consisted of three freestanding instruments: the Initial Notes, the Warrants and the loan commitment related to the Additional Notes. In addition, we evaluated the embedded features in the Initial Notes and identified certain embedded features which were not clearly and closely related to the Initial Notes and met the definition of a derivative, and therefore required bifurcation from the host contract. We determined that the fair value of these bifurcated derivatives was de minimis as of the Initial Closing Date and as of October 31, 2022.

As further discussed in Note 17. Warrants to Purchase Shares of Common Stock, a portion of the Warrants issued were determined to require liability classification with the remaining Warrants eligible to be classified in stockholders’ equity. As such, we allocated the proceeds obtained from the Initial Notes first to the liability-classified Warrants and then, on a relative fair value basis, between the equity-classified Warrants and the Initial Notes.

We incurred approximately $8.1 million of debt issuance costs associated with the 2029 Notes and Warrants. Of this amount, we allocated $7.1 million as a component of the discount on the 2029 Notes, $0.7 million against the proceeds allocated to the equity-classified Warrants and $0.3 million was allocated to the liability-classified Warrants and recorded to General and administrative expense in the accompanying unaudited condensed consolidated statements of comprehensive loss. The 2029 Notes debt discount is being amortized using the effective interest rate method over the five year expected life of the 2029 Notes (representing the period from the contract date to the earliest noncontingent put date of May 24, 2027) and reflects an effective interest rate of 8.5%.

The carrying value of the Initial Notes was classified as long-term and consisted of the following (in thousands):

			October 31, 2022
Initial Notes principal			$	250,000
Unamortized discount			(41,607)
Carrying value			$	208,393

Interest expense related to the Initial Notes, included in Interest expense in the accompanying unaudited condensed consolidated statements of comprehensive loss, was as follows (in thousands):

			Three Months Ended October 31, 2022						Nine Months Ended October 31, 2022
Contractual interest expense			$	2,469					$	5,953
Amortization of deferred loan costs			1,967						4,634
Total interest expense			$	4,436					$	10,587

Debt Agreement

We have an agreement with Silicon Valley Bank for a revolving loan facility, which is secured by a lien on substantially all of our non-IP assets (Debt Agreement). In October 2022 we amended the Debt Agreement, which extended the $30.0 million revolving loan facility to October 2025. The interest rate under the revolving loan facility is equal to the prime rate published by the Wall Street Journal minus 1.00%. We had not drawn down any amounts as of October 31, 2022.

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Note 10. Deferred Revenue and Performance Obligations

The following table summarizes revenue recognized during the period that was included in the deferred revenue balance at the beginning of each respective period (in thousands):

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Revenue recognized from deferred revenue			$	75,929					$	66,868					$	137,257					$	118,608

As of October 31, 2022, total remaining non-cancellable performance obligations under our subscription contracts with customers was approximately $462.4 million and we expect to recognize revenue on approximately $262.4 million of these remaining performance obligations over the next 12 months. Remaining performance obligations under our professional services contracts as of October 31, 2022 were not material.

Note 11. Geographical Information

Disaggregation of Revenue

Revenue by country, based on the customer’s address at the time of sale, was as follows (in thousands): 

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
United States			$	66,902					$	55,577					$	191,129					$	161,251
Others			34,170						33,653						101,917						94,795
Total			$	101,072					$	89,230					$	293,046					$	256,046
Percentage of revenue by geographic area:
United States			66		%				62		%				65		%				63		%
Other			34		%				38		%				35		%				37		%

Other than the United States, no individual country exceeded 10% of total revenue for the three and nine months ended October 31, 2022 and 2021.

Long-lived assets

Long-lived assets, which consist of property and equipment, net, deferred commissions, purchased intangible assets, net and operating lease right-of-use assets by geographic location, are based on the location of the legal entity that owns the asset. As of October 31, 2022, the United States and United Kingdom each exceeded 10% of total long-lived assets. As of October 31, 2021, no individual country exceeded 10% of total long-lived assets other than the United States.

Note 12. Leases

We have non-cancelable operating leases for our offices located in the U.S. and abroad. As of October 31, 2022, these leases expire on various dates between 2023 and 2030. Certain lease agreements include one or more options to renew, with renewal terms that can extend the lease up to seven years. We have the right to exercise or forego the lease renewal options. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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The components of our long-term operating leases and related operating lease cost were as follows (in thousands):

			October 31, 2022						January 31, 2022
Operating lease right-of-use assets			$	27,583					$	32,643
Operating lease liabilities, current portion			$	9,636					$	11,462
Operating lease liabilities, net of current portion			40,103						45,633
Total operating lease liabilities			$	49,739					$	57,095

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Operating lease cost1			$	2,337					$	3,156					$	7,589					$	9,529

(1) Includes costs related to our short-term operating leases as follows (in thousands):    

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Short-term operating lease costs			$	118					$	98					$	317					$	294

The future maturities of long-term operating lease liabilities for each fiscal year were as follows (in thousands):

			Maturities of Operating Lease Liabilities
2023 (remainder of the year)			$	3,275
2024			11,171
2025			6,872
2026			6,490
2027			6,702
Thereafter			24,210
Total lease payments			58,720
Less imputed interest			(8,981)
Present value of lease liabilities			$	49,739

Other supplemental information related to our long-term operating leases includes the following (dollars in thousands):

			October 31, 2022						January 31, 2022
Weighted-average remaining operating lease term			6.7 years						7.0 years
Weighted-average operating lease discount rate			4.7		%				4.6		%

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases			$	2,639					$	3,403					$	9,461					$	10,267
New right-of-use assets obtained in exchange for lease liabilities:
Operating leases obtained			$	799					$	703					$	799					$	4,626

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Note 13. Commitments and Contingencies

Letters of Credit

In connection with the execution of certain facility leases, we had bank issued irrevocable letters of credit for $4.5 million as of October 31, 2022 and January 31, 2022. No draws have been made under such letters of credit.

Legal Proceedings

From time to time, we may be subject to legal proceedings, as well as demands, claims and threatened litigation. The outcomes of legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources, and other factors. Other than the matters described below, we are not currently party to any legal proceeding that we believe could have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation or claim be resolved unfavorably.

Securities Class Actions

In June 2019, a putative securities class action lawsuit was filed in the U.S. District Court for the Northern District of California naming Zuora and certain of its officers as defendants. The complaint purports to bring suit on behalf of stockholders who purchased or otherwise acquired Zuora's securities between April 12, 2018 and May 30, 2019. The complaint alleges that defendants made false and misleading statements about Zuora's business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), and seeks unspecified compensatory damages, fees and costs. In November 2019, the lead plaintiff filed a consolidated amended complaint asserting the same claims. In April 2020, the court denied defendants’ motion to dismiss. On March 15, 2021, the court granted plaintiff’s motion to certify a class consisting of persons and entities who purchased or acquired Zuora common stock between April 12, 2018 and May 30, 2019 and who were allegedly damaged thereby. Discovery in this case concluded in October 2022. A hearing on summary judgment motions, which have yet to be filed, is currently scheduled for March 2023 and trial is currently set to begin in May 2023.

In April and May 2020, two putative securities class action lawsuits were filed in the Superior Court of the State of California, County of San Mateo, naming as defendants Zuora and certain of its current and former officers, its directors and the underwriters of Zuora's initial public offering (IPO). The complaints purport to bring suit on behalf of stockholders who purchased or otherwise acquired Zuora's securities pursuant or traceable to the Registration Statement and Prospectus issued in connection with Zuora's IPO and allege claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The suits seek unspecified damages and other relief. In July 2020, the court entered an order consolidating the two lawsuits, and the lead plaintiffs filed a consolidated amended complaint asserting the same claims. In October 2020, the court denied defendants’ demurrer as to the Section 11 and Section 15 claims and granted the demurrer as to the Section 12(a)(2) claim with leave to file an amended complaint. In November 2020, the lead plaintiffs filed an amended consolidated complaint. Defendants' demurrer to the Section 12(a)(2) claim was sustained with leave to amend. In October 2021, the court certified a class for the Section 11 and Section 15 claims, consisting of persons and entities who purchased or acquired Zuora common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with Zuora’s IPO. The lead plaintiffs voluntarily dismissed the Section 12(a)(2) claim without prejudice. Discovery in this case is ongoing.

Given the procedural posture and the nature of such litigation matters, we are unable to estimate the reasonably possible loss or range of loss, if any, that may result from these matters. We dispute the claims described above and intend to vigorously defend against them.

Derivative Litigation

In September 2019, two stockholder derivative lawsuits were filed in the U.S. District Court for the Northern District of California against certain of Zuora’s directors and executive officers and naming Zuora as a nominal defendant. The derivative actions allege claims based on events similar to those in the securities class actions and assert causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of

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corporate assets, and for making false and misleading statements about Zuora's business, operations, and prospects in violation of Section 14(a) of the Exchange Act. Plaintiffs seek corporate reforms, unspecified damages and restitution, and fees and costs. In November 2019, the stockholder derivative lawsuits, which are related to the federal securities class action, were assigned to the same judge who is overseeing the federal securities class action lawsuit. In February 2020, the court entered an order consolidating the two derivative lawsuits, and in March 2022, plaintiffs filed a consolidated complaint.

In May and June 2020, two stockholder derivative lawsuits were filed in the U.S. District Court for the District of Delaware against certain of Zuora’s directors and current and former executive officers. The derivative actions allege claims based on events similar to those in the securities class actions and the derivative actions pending in the Northern District of California and assert causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, contribution, and for making false and misleading statements about Zuora’s business, operations, and prospects in violation of Section 14(a) of the Exchange Act. Plaintiff seeks corporate reforms, unspecified damages and restitution, and fees and costs. In June 2020, the court entered an order consolidating the two District of Delaware derivative lawsuits. The suits are currently stayed.

In February and March 2021, two additional stockholder derivative lawsuits were filed in Delaware Chancery Court alleging similar claims based on the same underlying events. The two Chancery Court cases have been consolidated and an amended consolidated complaint has been filed. The suits are currently stayed.

In May 2022, a stockholder derivative lawsuit was filed in the U.S. District Court for the Northern District of California against certain of Zuora’s directors and executive officers and naming Zuora as a nominal defendant. The derivative action alleges claims based on events similar to those in the securities class actions and asserts causes of action against the individual defendants for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and contribution. Plaintiff seeks corporate reforms, unspecified damages and restitution, and fees and costs. This suit is currently stayed.

Given the procedural posture and the nature of such litigation matters, we are unable to estimate the reasonably possible loss or range of loss, if any, that may result from these matters.

Other Contractual Obligations

As of October 31, 2022, we had a contractual obligation to make $39.1 million in purchases of cloud computing services provided by one of our vendors by September 30, 2024.

Note 14. Income Taxes

The following table reflects our income tax provision, pretax loss and effective tax rate for the periods presented (in thousands, except percentages):

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Loss before income taxes			$	(36,726)					$	(22,279)					$	(88,967)					$	(63,022)
Income tax provision			308						610						1,145						1,221
Effective tax rate			(0.8)		%				(2.7)		%				(1.3)		%				(1.9)		%

Note 15. Stockholders’ Equity

Preferred Stock

As of October 31, 2022, Zuora had authorized 10 million shares of preferred stock, each with a par value of $0.0001 per share. As of October 31, 2022, no shares of preferred stock were issued and outstanding.

Common Stock

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Prior to Zuora's IPO, which was effective in April 2018, all shares of common stock then outstanding were reclassified into Class B common stock. Shares offered and sold in the IPO consisted of newly authorized shares of Class A common stock. Holders of Class A and Class B common stock are entitled to one vote per share and ten votes per share, respectively, and the shares of Class A common stock and Class B common stock are identical, except for voting rights and the right to convert Class B common stock to Class A common stock.

As of October 31, 2022, Zuora had authorized 500 million shares of Class A common stock and 500 million shares of Class B common stock, each with a par value of $0.0001 per share. As of October 31, 2022, 125.5 million shares of Class A common stock and 8.1 million shares of Class B common stock were issued and outstanding.

Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive loss were as follows (in thousands):

			Foreign Currency Translation Adjustment						Unrealized Loss on Available-for-Sale Securities						Total
Balance, January 31, 2022			$	118					$	(226)					$	(108)
Foreign currency translation adjustment			(1,648)						—						(1,648)
Unrealized loss on available-for-sale securities			—						(1,013)						(1,013)
Balance, October 31, 2022			$	(1,530)					$	(1,239)					$	(2,769)

There were no material reclassifications out of accumulated other comprehensive loss during the three and nine months ended October 31, 2022. Additionally, there was no material tax impact on the amounts presented.

Note 16. Employee Stock Plans

Equity Incentive Plans

In March 2018, our Board of Directors adopted and our stockholders approved the 2018 Equity Incentive Plan (2018 Plan). The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units (RSUs), performance awards, and stock bonuses. As of October 31, 2022, approximately 26.7 million shares of Class A common stock were reserved and available for issuance under the 2018 Plan. In addition, as of October 31, 2022, 4.3 million stock options and RSUs exercisable or settleable for Class B common stock were outstanding in the aggregate under our 2006 Stock Plan (2006 Plan) and 2015 Equity Incentive Plan (2015 Plan), which plans were terminated in May 2015 and April 2018, respectively. The 2006 Plan and 2015 Plan continue to govern outstanding equity awards granted thereunder.

Stock Options

The following tables summarize stock option activity and related information (in thousands, except weighted-average exercise price, weighted-average grant date fair value and average remaining contractual term):

			Shares Subject To Outstanding Stock Options						Weighted-Average Exercise Price						Average Remaining Contractual Term (Years)						Aggregate Intrinsic Value
Balance, January 31, 2022			8,560						$	9.22					5.9						$	67,259
Granted			20						12.52
Exercised			(398)						5.23
Forfeited			(307)						14.21
Balance, October 31, 2022			7,875						9.23						5.2						14,046
Exercisable as of October 31, 2022			3,274						3.40						2.7						14,046
Vested and expected to vest as of October 31, 2022			7,743						9.15						5.2						14,046

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			Three Months Ended October 31,												Nine Months Ended October 31,
			20221						20211						2022						2021
Weighted-average grant date fair value per share of options granted during each respective period			—						—						$	5.54					$	6.54
Aggregate intrinsic value of options exercised during each respective period			$	356					$	12,868					$	2,386					$	27,606

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(1) No stock options were granted during the three months ended October 31, 2022 and 2021.

We used the Black-Scholes option-pricing model to estimate the fair value of our stock options granted during each respective period using the following assumptions1:

									Nine Months Ended October 31,
															2022						2021
Fair value of common stock															$	12.52					$15.64 - $15.87
Expected volatility															42.6		%				42.3% - 42.7%
Expected term (years)															5.8						6.0 - 6.1
Risk-free interest rate															3.0		%				1.0%- 1.1%
Expected dividend yield															—		%				—		%

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(1) No stock options were granted during the three months ended October 31, 2022 and 2021.

RSUs

The following table summarizes RSU activity and related information (in thousands, except weighted-average grant date fair value):

			Number of RSUs Outstanding						Weighted-Average Grant Date Fair Value
Balance, January 31, 2022			12,171						$	15.46
Granted			8,566						11.93
Vested			(4,418)						15.14
Forfeited			(2,085)						14.24
Balance, October 31, 2022			14,234						13.62

Performance Stock Units (PSUs)

In March 2022, we granted PSUs to certain executives under our 2018 Plan. Each grant is divided into three tranches, each tranche having pre-established performance targets that if met, as determined quarterly by our Compensation Committee, would result in the shares attributable to such tranche being earned, subject to a service-based vesting condition. The shares attributable to unearned tranches will be forfeited on January 31, 2025, if the applicable performance criteria for such tranches are not met. Stock-based compensation expense is recognized if it is probable the performance targets (for each respective tranche) will be met during the performance period.

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The following table summarizes PSU activity and related information (in thousands, except weighted-average grant date fair value):

			Number of PSUs Outstanding						Weighted-Average Grant Date Fair Value
Balance, January 31, 2022			—						$	—
Granted			2,905						15.21
Vested			—						—
Forfeited			—						—
Balance, October 31, 2022			2,905						$	15.21

2018 Employee Stock Purchase Plan

In March 2018, our Board of Directors adopted and our stockholders approved the 2018 Employee Stock Purchase Plan (ESPP). This plan is broadly available to our employees in the United States and certain other countries in which we operate. A total of 4.6 million shares of Class A common stock were reserved and available for issuance under the ESPP as of October 31, 2022. The ESPP provides for 24-month offering periods beginning June 15 and December 15 of each year, and each offering period contains four six-month purchase periods. On each purchase date, ESPP participants will purchase shares of our Class A common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the Class A common stock on the offering date or (2) the fair market value of the Class A common stock on the purchase date.

We estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions:

			Nine Months Ended October 31,
			2022						2021
Fair value of common stock			$	8.91					$	16.07
Expected volatility			44.4% - 52.3%						41.8% - 53.2%
Expected term (years)			0.5 - 2.0						0.5 - 2.0
Risk-free interest rate			2.3% - 3.2%						0.1% - 0.2%
Expected dividend yield			—		%				—		%

Stock-Based Compensation Expense

Stock-based compensation expense was recorded in the following cost and expense categories in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands):

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Cost of subscription revenue			$	2,437					$	1,580					$	6,517					$	4,157
Cost of professional services revenue			3,479						2,822						10,186						7,487
Research and development			7,536						5,774						20,967						15,546
Sales and marketing			10,188						6,298						27,603						15,993
General and administrative			5,367						3,438						14,772						8,595
Total stock-based compensation expense			$	29,007					$	19,912					$	80,045					$	51,778

As of October 31, 2022, unrecognized compensation costs related to unvested equity awards and the weighted-average remaining period over which those costs are expected to be recognized were as follows (dollars in thousands):

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Note 17. Warrants to Purchase Shares of Common Stock

In connection with the issuance of the 2029 Notes (discussed Note 9. Debt), we issued to Silver Lake the Warrants to acquire up to 7.5 million shares of Class A common stock, exercisable for a period of approximately seven years from the Initial Closing Date, and of which (i) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $20.00 per share, (ii) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $22.00 per share and (iii) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $24.00 per share. In addition, Silver Lake can elect to exercise the Warrants on a net-exercise basis. If a Make-Whole Fundamental Change (as defined in the Form of Warrant) occurs, then the number of shares issuable upon exercise of the Warrants may be increased, and the exercise price for the Warrants adjusted. Beginning on the Initial Closing Date and ending on the earlier of (i) the date that is 18 months following the Initial Closing Date and (ii) the consummation of any Change in Control, except for certain limited exceptions, the Warrants are only exercisable with our written approval. As of October 31, 2022, all 7.5 million Warrants were outstanding.

We have classified a portion of the Warrants as a current liability due to certain settlement provisions in the Warrants. Under certain Make-Whole Fundamental Change scenarios, we would be required to, at our option, either (i) obtain shareholder approval prior to issuing 20% or more of our outstanding common stock or (ii) pay cash in lieu of delivering any shares at or above such 20% threshold. As a result, we concluded that approximately 2.8 million Warrants valued at $12.0 million as of the Initial Closing Date do not qualify for equity classification under ASC 815-40, pursuant to our sequencing policy described in Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements. We will reassess the classification of the Warrant liability in future reporting periods to determine if any change is required.

The Warrants were measured using the Black-Scholes option pricing model at the issuance date (Initial Closing Date) and the Warrant liability was remeasured using the same model as of October 31, 2022 using the following inputs:

			October 31, 2022						March 24, 2022
Fair value of common stock1			$	7.69					$	13.77
Exercise price²			$22.00 - $24.00						$22.00 - $24.00
Expected volatility			40.4		%				41.9		%
Expected term (in years)			6.4						7.0
Risk-free interest rate			4.2		%				2.4		%
Expected dividend yield			—						—

______________

(1) The fair value of common stock was adjusted to reflect certain restrictions on the Warrants for 18 months following the issuance date.

(2) The range of exercise prices reflects the Warrants that were liability-classified.

As of October 31, 2022, the liability-classified Warrants were revalued, resulting in a realized gain of $0.5 million and $9.3 million during the three and nine months ended October 31, 2022, respectively, which is included in Change in fair value of warrant liability in the accompanying unaudited condensed consolidated statements of comprehensive loss. Refer to Note 4. Fair Value Measurements for the fair value of the liability-classified Warrants.

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Note 18. Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share for the periods presented (in thousands, except per share data):

			Three Months Ended October 31,												Nine Months Ended October 31,
			2022						2021						2022						2021
Numerator:
Net loss			$	(37,034)					$	(22,889)					$	(90,112)					$	(64,243)
Denominator:
Weighted-average common shares outstanding, basic and diluted			132,579						125,141						130,461						123,230
Net loss per share, basic and diluted			$	(0.28)					$	(0.18)					$	(0.69)					$	(0.52)

Since we were in a net loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share, 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 (in thousands):

			October 31,
			2022						2021
Initial Notes conversion			12,500						—
Unvested RSUs issued and outstanding			14,234						12,618
Issued and outstanding stock options			7,875						9,018
Warrants			7,500						—
Unvested PSUs issued and outstanding			2,905						—
Shares committed under ESPP			439						324
Total			45,453						21,960

Note 19. Zephr Acquisition

On September 2, 2022 (Acquisition Closing Date), we acquired all of the outstanding equity securities of Zephr, a leading subscription experience platform used by global digital publishing and media companies, pursuant to a Share Purchase Agreement (Zephr SPA).

Purchase Consideration

The purchase consideration for the Zephr acquisition was $47.9 million, which includes (1) cash payments of $43.1 million, and (2) contingent consideration with an estimated fair value of $4.8 million on the Acquisition Closing Date, payable if certain conditions are met.

The contingent consideration arrangement requires us to pay the former stockholders of Zephr a multiple of the amount by which Zephr’s Annual Recurring Revenue (ARR) as of January 31, 2023 exceeds a target set in the Zephr SPA. The future payment is expected to be between $0 and $6.0 million, depending upon Zephr's ARR achievement. The fair value of the contingent consideration arrangement as of the Acquisition Closing Date was $4.8 million and was estimated by applying a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the Zephr SPA (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate.

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As of October 31, 2022, the contingent consideration arrangement was revalued, resulting in a credit of $1.8 million, which is included in General and administrative in the accompanying unaudited condensed consolidated statements of comprehensive loss. Contingent consideration was classified as a liability and included in Accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets.

Assets and Liabilities Acquired

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The excess of the purchase price over the estimated fair value of the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Zephr acquisition resulted in recorded goodwill as a result of the synergies expected to be realized and how we expect to leverage the business to create additional value for our shareholders. The goodwill is not expected to be deductible for income tax purposes.

The following table summarizes the preliminary estimate of the fair value of the assets acquired and liabilities assumed as of September 2, 2022 (in thousands):

			Total
Cash			$	2,103
Accounts receivable			641
Prepaid expenses and other current assets			916
Fixed Assets			120
Intangible assets:
Tradename			800
Developed technology			10,300
Customer relationships			900
Goodwill			35,009
Accounts payable			(292)
Accrued liabilities			(303)
Other current liabilities			(225)
Deferred revenue			(2,056)
Fair value of net assets acquired			$	47,913

The fair value of the acquired trade accounts receivables approximates the carrying value of trade accounts receivables due to the short-term nature of the expected timeframe to collect the amounts due to us and the contractual cash flows, which are expected to be collected related to these receivables.

We engaged a third-party specialist to assist management in the determination of the estimated fair value of intangible assets acquired. Variations of the income approach were used to estimate the fair values. Specifically, the relief from royalty method was used to measure the trade name, the multi period excess earnings method was used to measure the developed technology, and the distributor method was used to measure the customer relationships. The following table summarizes the acquired identifiable intangible assets, Acquisition Closing Date estimated fair values, and estimated useful lives (dollars in thousands):

			Fair Value						Useful Life
Trade name			$	800					3.0 years
Developed technology			10,300						7.0 years
Customer relationships			900						10.0 years
Total intangible assets acquired			$	12,000

The estimated fair values of the consideration transferred and net assets acquired are subject to refinement for up to one year after the Acquisition Closing Date as additional information regarding closing date fair value becomes

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available. During this one-year period, the causes of any changes in cash flow estimates are considered to determine whether the change results from circumstances that existed at the acquisition date, or if the change results from an event that occurred after the Acquisition Closing Date. The purchase price allocation for Zephr is preliminary as the working capital adjustments have not been finalized.

Transaction Costs

We incurred transaction costs in connection with the acquisition of $3.4 million during the nine months ended October 31, 2022, which were expensed as incurred and reflected as part of General and administrative within the accompanying unaudited condensed consolidated statements of comprehensive loss.

Employee Deferral

We agreed to pay $2.9 million to certain former Zephr employees, half of which is payable on September 2, 2023 and the remainder of which is payable on September 2, 2024, contingent upon continued employment with us through those dates. These costs are being recognized as compensation expense as service is provided through the respective payment dates.

Note 20. Subsequent Events

On November 30, 2022, Zuora approved a workforce reduction plan, impacting 11% of our workforce, to improve operational efficiencies and operating costs and better align our workforce with current business needs, priorities, and near term growth expectations, in light of current macroeconomic uncertainties. We expect to recognize a total of approximately $9.5 million in charges associated with this reduction plan, consisting primarily of termination benefits to the impacted employees, including severance payments and healthcare benefits. We expect substantially all of these charges to be cash expenditures. We recognized $3.7 million of these charges in the three months ended October 31, 2022, and expect to recognize substantially all of the remaining charges in the three months ended January 31, 2023.

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