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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-5530976
(I.R.S. Employer
Identification Number)
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3050 South Delaware Street, Suite 301,
San Mateo, California
(Address of Principal executive offices)
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94404
(Zip Code)
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(800) 425-1281
(Registrant’s telephone number, including area code)
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Class A common stock, par value $0.0001 per share
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New York Stock Exchange
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(Title of each class)
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(Name of each exchange on which registered)
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Large accelerated filer
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☐
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Accelerated filer
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Non-accelerated filer
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ý
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Smaller reporting company
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☐
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Emerging growth company
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ý
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 4A.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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trends in revenue, cost of revenue, and gross margin;
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•
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economic and industry trends, projected growth, or trend analysis;
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market acceptance of new technology and recently introduced solutions;
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our investments in our platform and the cost of third-party hosting fees, customer acquisition and retention efforts, sales and marketing;
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our ability to develop new products and bring them to market in a timely manner and make enhancements to our existing solution;
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the effects of increased competition in our markets and our ability to compete effectively;
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our expectations concerning relationships with third parties;
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our ability to further penetrate our existing customer base;
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our ability to continue to expand internationally;
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our ability to optimize the pricing of our solution;
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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;
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our existing cash and cash equivalents, restricted cash and investment balances, funds available under our loan and security agreement, and cash provided by subscriptions to our platform and related professional services being sufficient to meet our working capital and capital expenditure needs for at least the next 12 months; and
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•
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other statements regarding our future operations, financial condition, and prospects and business strategies.
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•
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Reduce Time to Market.
Zuora significantly reduces the time required to go-to-market with new subscription offerings and to iterate on the pricing and packaging of existing offerings, enabling businesses to quickly react to changing market and customer needs, launch new services, and enter new markets. Changes can be made in minutes without having to re-code or re-engineer back office systems.
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•
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Increase Operational Efficiencies.
Customers regularly make changes to their subscriptions. Zuora automates these processes and reduces the impact of changes, including proration for invoices, changes to revenue recognition, taxation, provisioning, and reporting. Automating these functions saves businesses valuable time and resources by eliminating manual processes and customizations, increasing operational efficiencies.
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•
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Free Up IT and Engineering Resources.
Our cloud-based solution reduces both system complexity and costs. With Zuora, engineering and IT departments no longer need to build in-house custom systems or customizations for their Enterprise Resource Planning (ERP) systems to keep up with market changes, ongoing customer demands, and new order-to-cash processes.
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•
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Establish a Single System of Record.
Our solution captures financial and operational data and enables subscription businesses to have a single system of record rather than having to reconcile data from multiple systems. Key business metrics can be accessed at any point in time to make critical business decisions.
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Make Customer Data-Driven Decisions.
Because our solution serves as a single source of data and information for subscribers, companies can use Zuora to gain insight into customer behavior. This helps them understand their subscribers better, predict up-sell opportunities, and increase customer retention.
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•
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Access Growing Ecosystem of Order-to-Revenue Software Partners.
Our solution has over 50 pre-built connectors to various order-to-revenue software partners, including payment gateways, tax vendors, general ledgers, and Customer Relationship Management (CRM) systems. Rather than building integrations for each of these, our customers can take advantage of pre-built connectors to extend the capabilities of Zuora for specific industries.
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•
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Support Rapid International Expansion.
With over 30 pre-built payment gateways, over 150 supported currencies, and over 20 supported payment methods, our solution enables companies to quickly expand internationally and acquire and support customers in new geographical regions. We believe we are well-positioned to capitalize on what we see as a broad, industry-wide shift towards subscription business models. We have spent over a decade doing three things: building leading and differentiated technology, enhancing our proprietary deployment methodology, and deploying a business model that enables us to deliver on our mission and achieve long-term sustainable growth.
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Automate Revenue Recognition.
In light of the accounting complexities associated with subscription models, our revenue recognition product automates revenue recognition processes in compliance with accounting standards and reduces our customers’ reliance on error-prone manual processing and spreadsheets.
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Pricing Engine
allows customers to price and package in minutes without having to recode or re-engineer back-office systems. This includes mixing and matching one-time, recurring, or usage pricing models in order to design strategic and tailored pricing plans.
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Subscription Orders Engine
automates the subscription management lifecycle and recalculates billing, payments, and revenue for events during the subscriber lifecycle.
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Rating Engine
enables our customers to meter and rate any monetization or account model so their customers are charged accurately.
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Global Payments Engine
simplifies worldwide payment operations by enabling our customers to charge using over 30 pre-built payment gateways, over 150 supported currencies, and over 20 supported payment methods.
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Subscription Metrics Engine
provides reporting and insight into metrics required to run a subscription business.
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Subscription Accounting Engine
increases business agility by helping our customers close their books with audit-ready, automated financial operations.
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Zuora Billing.
Designed specifically for subscription billing,
Zuora Billing
allows our customers to bill in multiple ways, calculate prorations when subscriptions change, and to group customers into batches for different billing and payment operations. The product also helps our customers set payment terms, manage hierarchical billing relationships, consolidate invoicing across multiple subscriptions, and collect revenue using a global network of payment gateways.
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Zuora RevPro.
Zuora RevPro
is a revenue recognition automation solution that enables our customers to group transactions of goods and services into revenue contracts and performance obligations in accordance with the new ASC 606 / IFRS 15 revenue standards.
Zuora RevPro
helps our customers automate revenue and deferred revenue management in accordance with their accounting policies, business rules, and pricing models.
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Zuora CPQ.
Designed specifically for configuring deals, pricing, and quoting in a subscription business, Zuora CPQ allows our customers to configure any type of deal, such as multi-year subscriptions, and price ramp deals and use the rules engine and guided selling workflows to scale their sales team.
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Zuora Collect.
Specifically designed to handle the complicated function of collections associated with dynamic subscription-based businesses, Zuora Collect helps our customers streamline their collections processes by configuring their own automated dunning workflow, orchestrating various retry rules for electronic payments, and targeting the root cause of a payment decline.
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Comprehensive solution built specifically to handle the complexities of subscription business models;
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Flexible technology with a broad range of customers and use cases;
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Mission-critical system that is difficult to replace;
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Accelerated pace of innovation with over a decade of development experience;
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Deep domain expertise across a broad range of subscription business models;
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Proprietary deployment methodology;
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Proven track record with more than
500
customers with ACV over $100,000 as of January 31, 2019; and
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Growing subscription economy ecosystem with dozens of pre-built applications on the Zuora Marketplace and a broad network of partners and integrators.
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New Customer Acquisition.
As the Subscription Economy evolves, we intend to capitalize on our leadership and acquire new customers in current and future markets.
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Expand Relationships with Existing Customers.
We intend to expand existing customers’ use of our platform and drive sustainable growth in multiple ways, such as increasing transaction volume and up-sells and cross-sells with additional products.
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Enter New Vertical Markets.
We currently have a strong position in four key markets: technology, media and telecommunications, manufacturing, and industrial and consumer IoT. We intend to expand to additional vertical markets.
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Expand our Global Footprint.
As adoption of the Subscription Economy evolves throughout the world, we intend to expand into new geographies where we see future expansion opportunities.
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Leverage Global Systems Integrators to Accelerate our Growth.
We intend to work with large global systems integrators (GSIs) and leverage their role in advocating for transformation to subscription business models.
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Launch New Products and Extend our Technology Lead.
As we grow and evolve with our customers, we intend to continue to develop additional products and enhance our current offerings.
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Optimize Pricing and Packaging.
We intend to optimize and enhance pricing and packaging to align the value customers realize from our products with the revenue we receive.
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providers of traditional ERP software, such as Oracle Corporation and SAP AG;
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traditional order-to-revenue solutions that address individual elements of the subscription revenue process, such as traditional Configure Price Quote (CPQ) management, billing, collections, revenue recognition, or e-commerce software;
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telecommunications billing systems and other niche systems, such as Amdocs Limited; and
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in-house custom built systems.
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subscription-based product features and functionality;
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ability to support the specific needs of companies with subscription business models;
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ease of use;
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vision for the market and product innovation;
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enterprise-grade performance and features such as system scalability, security, performance, and resiliency;
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customer experience, including support and professional services;
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strength of sales and marketing efforts;
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relationships with GSIs, management consulting firms, and resellers;
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ability to integrate with legacy and other enterprise infrastructures and third-party applications;
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brand awareness and reputation; and
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total cost of ownership.
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the number of companies shifting to subscription business models;
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the number of consumers and businesses adopting new, flexible ways to consume products and services;
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the security capabilities, reliability, and availability of cloud-based services;
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customer concerns with entrusting a third party to store and manage their data, especially transaction-critical, confidential, or sensitive data;
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our ability to minimize the time and resources required to deploy our solution;
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our ability to maintain high levels of customer satisfaction;
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our ability to deploy upgrades and other changes to our solution without disruption to our customers;
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the level of customization or configuration we offer; and
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the price, performance, and availability of competing products and services.
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our ability to maintain and grow our customer base;
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our ability to retain and increase revenue from existing customers;
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our ability to introduce new products and services and enhance existing products and services;
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our ability to deploy our products successfully within our customers' information technology ecosystems;
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our ability to enter into larger contracts;
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increases or decreases in subscriptions to our platform;
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our ability to sell to large enterprise customers;
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the transaction volume that our customers processes through our system;
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our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors;
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the productivity of our sales force;
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changes in the mix of products and services that our customers use;
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the length and complexity of our sales cycles;
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cost to develop and upgrade our solution to incorporate new technologies;
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seasonal purchasing patterns of our customers;
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impact of outages of our solution and reputational harm;
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costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;
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failures or breaches of security or privacy, and the costs associated with responding to and addressing any such failures or breaches;
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foreign exchange fluctuations;
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changes to financial accounting standards and the interpretation of those standards that may affect the way we recognize and report our financial results, including changes in accounting rules governing recognition of revenue;
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the impact of changes to financial accounting standards, such as ASU No. 2014-09,
Revenue from Contracts with Customers
(ASC 606), and the interpretation of those standards on customer adoption and use of our products and services and our ability to service our customers’ needs, including through
Zuora RevPro
;
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general economic and political conditions and government regulations in the countries where we currently operate or plan to expand;
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decisions by us to incur additional expenses, such as increases in sales and marketing or research and development;
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the timing of stock-based compensation expense; and
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potential costs to attract, onboard, retain, and motivate qualified personnel.
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providers of traditional ERP software, such as Oracle Corporation and SAP AG;
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traditional order-to-cash solutions that address individual elements of the subscription order-to-cash process such as traditional CPQ management, billing, collections, revenue recognition, or e-commerce software;
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telecommunications billing systems and other niche systems, such as Amdocs Limited; and
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in-house custom systems.
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recruiting and retaining talented and capable employees in foreign countries;
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providing our solution to customers from different cultures, which may require us to adapt to sales practices, modify our solution, and provide features necessary to effectively serve the local market;
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compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including those relating to employment matters, e-invoicing, consumer protection, privacy, data protection, information security, and encryption;
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longer sales cycles in some countries;
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increased third-party costs relating to data centers outside of the United States;
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generally longer payment cycles and greater difficulty in collecting accounts receivable;
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credit risk and higher levels of payment fraud;
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weaker privacy and intellectual property protection in some countries, including China and India;
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compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), and the UK Bribery Act 2010 (UK Bribery Act);
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currency exchange rate fluctuations;
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tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other trade barriers or protection measures;
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foreign exchange controls that might prevent us from repatriating cash earned outside the United States;
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economic or political instability in countries where we may operate;
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corporate espionage;
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compliance with the laws of numerous taxing jurisdictions, both foreign and domestic, in which we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws;
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continuing uncertainty regarding social, political, immigration, and tax and trade policies in the U.S. and abroad. For example, the anticipated departure of the United Kingdom from the European Union could lead to disruptions to our business in the United Kingdom and Europe, including our relationships with our existing and prospective customers, partners, and employees, and adversely affect expansion of our international operations;
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increased costs to establish and maintain effective controls at foreign locations; and
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overall higher costs of doing business internationally.
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discontinues or limits access to its APIs by us;
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terminates or does not allow us to renew or replace our contractual relationship;
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modifies its terms of service or other policies, including fees charged to, or other restrictions on, us or other application developers, or changes how customer information is accessed by us or our customers;
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establishes more favorable relationships with one or more of our competitors, or acquires one or more of our competitors and offers competing services to us; or
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otherwise develops its own competitive offerings.
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issue additional equity securities that would dilute our stockholders;
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use cash that we may need in the future to operate our business;
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incur debt on terms unfavorable to us or that we are unable to repay;
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incur large charges or substantial liabilities;
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encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and
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become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.
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use our accounts receivable, inventory, trademarks, and most of our other assets as security in other borrowings or transactions;
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incur additional indebtedness;
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sell certain assets;
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declare dividends or make certain distributions; and
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undergo a merger or consolidation or other transactions.
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overall performance of the equity markets;
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actual or anticipated fluctuations in our revenue and other operating results;
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changes in the financial projections we may provide to the public or our failure to meet these projections;
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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
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recruitment or departure of key personnel;
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the economy as a whole and market conditions in our industry;
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negative publicity related to the real or perceived quality of our solution, as well as the failure to timely launch new products and services that gain market acceptance;
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growth of the Subscription Economy;
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rumors and market speculation involving us or other companies in our industry;
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announcements by us or our competitors of new products, commercial relationships, or significant technical innovations;
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acquisitions, strategic partnerships, joint ventures, or capital commitments;
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
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lawsuits threatened or filed against us, litigation involving our industry, or both;
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developments or disputes concerning our or other parties’ products, services, or intellectual property rights;
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changes in accounting standards, policies, guidelines, interpretations, or principles;
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other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;
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the expiration of contractual lock-up or market stand-off agreements; and
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sales of shares of our Class A common stock by us or our stockholders.
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a relatively large number of transactions occur at the end of the quarter. Invoicing of those transactions may or may not occur before the end of the quarter based on a number of factors including receipt of information from the customer, volume of transactions, and holidays. A shift of a few days has little economic impact on our business, but will shift deferred revenue from one period into the next;
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a shift in billing frequency (i.e. from monthly to quarterly or from quarterly to annually), which may distort trends;
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subscriptions that have deferred start dates; and
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services that are invoiced upon delivery.
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provide that our board of directors will be classified into three classes of directors with staggered three-year terms;
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permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
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require supermajority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
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authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
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provide that only the chairman of our board of directors, our chief executive officer, lead independent director, or a majority of our board of directors will be authorized to call a special meeting of stockholders;
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provide for a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
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provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and
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establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
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Name
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Age
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Position(s)
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Tien Tzuo
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51
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Chairman of the Board of Directors and Chief Executive Officer
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Tyler R. Sloat
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45
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Chief Financial Officer
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Marc Diouane
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50
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President
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Brent R. Cromley, Jr.
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50
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Senior Vice President, Technology
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Jennifer W. Pileggi
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54
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Senior Vice President, General Counsel, and Secretary
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Company/Index
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Base Period
4/12/18 |
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4/30/18
|
|
7/31/18
|
|
10/31/18
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|
1/31/19
|
||||||||||
Zuora
|
$
|
100
|
|
|
$
|
96.30
|
|
|
$
|
122.65
|
|
|
$
|
102.10
|
|
|
$
|
108.20
|
|
S&P 500 Index
|
100
|
|
|
99.44
|
|
|
106.27
|
|
|
102.81
|
|
|
103.08
|
|
|||||
NASDAQ Composite
|
$
|
100
|
|
|
$
|
98.97
|
|
|
$
|
107.75
|
|
|
$
|
102.87
|
|
|
$
|
102.83
|
|
S&P 500 Information Technology Index
|
$
|
100
|
|
|
$
|
98.38
|
|
|
$
|
107.46
|
|
|
$
|
105.40
|
|
|
$
|
101.26
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Consolidated Statements of Comprehensive Loss:
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
168,798
|
|
|
$
|
120,373
|
|
|
$
|
89,836
|
|
|
$
|
68,228
|
|
Professional services
|
66,398
|
|
|
47,553
|
|
|
23,172
|
|
|
23,956
|
|
||||
Total revenue
|
235,196
|
|
|
167,926
|
|
|
113,008
|
|
|
92,184
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription¹
|
42,993
|
|
|
31,077
|
|
|
22,840
|
|
|
17,820
|
|
||||
Professional services¹
|
73,597
|
|
|
48,829
|
|
|
25,322
|
|
|
25,540
|
|
||||
Total cost of revenue
|
116,590
|
|
|
79,906
|
|
|
48,162
|
|
|
43,360
|
|
||||
Gross profit
|
118,606
|
|
|
88,020
|
|
|
64,846
|
|
|
48,824
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development¹
|
54,417
|
|
|
38,639
|
|
|
26,355
|
|
|
20,485
|
|
||||
Sales and marketing¹
|
100,766
|
|
|
73,087
|
|
|
62,384
|
|
|
64,508
|
|
||||
General and administrative¹
|
39,230
|
|
|
22,572
|
|
|
15,140
|
|
|
11,979
|
|
||||
Total operating expenses
|
194,413
|
|
|
134,298
|
|
|
103,879
|
|
|
96,972
|
|
||||
Loss from operations
|
(75,807
|
)
|
|
(46,278
|
)
|
|
(39,033
|
)
|
|
(48,148
|
)
|
||||
Interest and other income (expense), net
|
(417
|
)
|
|
252
|
|
|
219
|
|
|
(528
|
)
|
||||
Loss before income taxes
|
(76,224
|
)
|
|
(46,026
|
)
|
|
(38,814
|
)
|
|
(48,676
|
)
|
||||
Income tax (provision) benefit
|
(1,366
|
)
|
|
(1,129
|
)
|
|
(284
|
)
|
|
469
|
|
||||
Net loss
|
(77,590
|
)
|
|
(47,155
|
)
|
|
(39,098
|
)
|
|
(48,207
|
)
|
||||
Comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
3
|
|
|
960
|
|
|
(470
|
)
|
|
(191
|
)
|
||||
Unrealized gain on available-for-sale securities
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive loss
|
$
|
(77,580
|
)
|
|
$
|
(46,195
|
)
|
|
$
|
(39,568
|
)
|
|
$
|
(48,398
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
2
|
$
|
(0.85
|
)
|
|
$
|
(1.78
|
)
|
|
$
|
(1.64
|
)
|
|
$
|
(2.14
|
)
|
Weighted-average shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted
2
|
91,267
|
|
|
26,563
|
|
|
23,891
|
|
|
22,497
|
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Fiscal Year Ended January 31,
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of subscription revenue
|
$
|
1,967
|
|
|
$
|
747
|
|
|
$
|
326
|
|
|
$
|
235
|
|
Cost of professional services revenue
|
5,900
|
|
|
2,121
|
|
|
583
|
|
|
566
|
|
||||
Research and development
|
6,345
|
|
|
2,292
|
|
|
1,126
|
|
|
827
|
|
||||
Sales and marketing
|
7,384
|
|
|
2,717
|
|
|
1,577
|
|
|
1,536
|
|
||||
General and administrative
|
3,761
|
|
|
1,113
|
|
|
771
|
|
|
497
|
|
||||
Total stock-based compensation expense
|
$
|
25,357
|
|
|
$
|
8,990
|
|
|
$
|
4,383
|
|
|
$
|
3,661
|
|
|
As of January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
||||||
Cash and cash equivalents and short-term investments
3
|
$
|
175,848
|
|
|
$
|
48,208
|
|
|
$
|
72,645
|
|
Working capital (deficit)
|
113,067
|
|
|
(7,536
|
)
|
|
39,663
|
|
|||
Total assets
|
299,424
|
|
|
155,366
|
|
|
120,468
|
|
|||
Deferred revenue, current portion
|
90,565
|
|
|
66,058
|
|
|
42,554
|
|
|||
Total debt
|
13,457
|
|
|
14,969
|
|
|
—
|
|
|||
Convertible preferred stock
|
—
|
|
|
6
|
|
|
6
|
|
|||
Total stockholders’ equity
|
152,993
|
|
|
26,666
|
|
|
54,980
|
|
•
|
We completed our IPO in which we sold
12.7 million
shares of our Class A common stock to the public at a price of
$14.00
per share, netting
$159.7 million
in cash proceeds.
|
•
|
In our third quarter of fiscal 2019, we surpassed 500 customers with ACV exceeding $100,000.
|
•
|
In our fourth quarter of fiscal 2019, we crossed $10 billion in quarterly invoice transaction volume that customers run through our system.
|
•
|
Subscription revenues were
$168.8 million
, an increase of
$48.4 million
or
40%
, and total revenues were
$235.2 million
, an increase of
$67.3 million
or
40%
. This growth reflects our acquisition of new customers as well as existing customer retention, increased usage-based fees and sales of new products to our customers. Our growth also reflects the impact of our acquisition of Leeyo in May of 2017.
|
•
|
Total cost of revenue was
$116.6 million
, or
50%
of revenue, in fiscal 2019 compared to
$79.9 million
, or
48%
of revenue, in 2018. During fiscal 2019, we invested additional resources to support the growth in the number of customers as well as the increase in usage from existing customers.
|
•
|
Loss from operations was
$75.8 million
, or
32%
of revenue in fiscal 2019 compared to a loss of
$46.3 million
, or
28%
of revenue, in 2018. During fiscal 2019, we incurred additional costs to grow our business and to support operations as a publicly traded company.
|
|
As of or for the Fiscal Year Ended January 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Customers with ACV equal to or greater than $100,000
|
526
|
|
|
415
|
|
|
292
|
|
Dollar-based retention rate
|
112
|
%
|
|
110
|
%
|
|
104
|
%
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
168,798
|
|
|
$
|
120,373
|
|
|
$
|
89,836
|
|
Professional services
|
66,398
|
|
|
47,553
|
|
|
23,172
|
|
|||
Total revenue
|
235,196
|
|
|
167,926
|
|
|
113,008
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription¹
|
42,993
|
|
|
31,077
|
|
|
22,840
|
|
|||
Professional services¹
|
73,597
|
|
|
48,829
|
|
|
25,322
|
|
|||
Total cost of revenue
|
116,590
|
|
|
79,906
|
|
|
48,162
|
|
|||
Gross profit
|
118,606
|
|
|
88,020
|
|
|
64,846
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development¹
|
54,417
|
|
|
38,639
|
|
|
26,355
|
|
|||
Sales and marketing¹
|
100,766
|
|
|
73,087
|
|
|
62,384
|
|
|||
General and administrative¹
|
39,230
|
|
|
22,572
|
|
|
15,140
|
|
|||
Total operating expenses
|
194,413
|
|
|
134,298
|
|
|
103,879
|
|
|||
Loss from operations
|
(75,807
|
)
|
|
(46,278
|
)
|
|
(39,033
|
)
|
|||
Interest and other income (expense), net
|
(417
|
)
|
|
252
|
|
|
219
|
|
|||
Loss before income taxes
|
(76,224
|
)
|
|
(46,026
|
)
|
|
(38,814
|
)
|
|||
Income tax provision
|
(1,366
|
)
|
|
(1,129
|
)
|
|
(284
|
)
|
|||
Net loss
|
$
|
(77,590
|
)
|
|
$
|
(47,155
|
)
|
|
$
|
(39,098
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Cost of subscription revenue
|
$
|
1,967
|
|
|
$
|
747
|
|
|
$
|
326
|
|
Cost of professional services revenue
|
5,900
|
|
|
2,121
|
|
|
583
|
|
|||
Research and development
|
6,345
|
|
|
2,292
|
|
|
1,126
|
|
|||
Sales and marketing
|
7,384
|
|
|
2,717
|
|
|
1,577
|
|
|||
General and administrative
|
3,761
|
|
|
1,113
|
|
|
771
|
|
|||
Total stock-based compensation expense
|
$
|
25,357
|
|
|
$
|
8,990
|
|
|
$
|
4,383
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue:
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Subscription
|
$
|
168,798
|
|
|
$
|
120,373
|
|
|
$
|
48,425
|
|
|
40
|
%
|
Professional services
|
66,398
|
|
|
47,553
|
|
|
18,845
|
|
|
40
|
%
|
|||
Total revenue
|
$
|
235,196
|
|
|
$
|
167,926
|
|
|
$
|
67,270
|
|
|
40
|
%
|
Percentage of total revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
72
|
%
|
|
72
|
%
|
|
|
|
|
|||||
Professional services
|
28
|
|
|
28
|
|
|
|
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Cost of revenue:
|
|
|
|
|
|
|||||||||
Subscription
|
$
|
42,993
|
|
|
$
|
31,077
|
|
|
$
|
11,916
|
|
|
38
|
%
|
Professional services
|
73,597
|
|
|
48,829
|
|
|
24,768
|
|
|
51
|
%
|
|||
Total cost of revenue
|
$
|
116,590
|
|
|
$
|
79,906
|
|
|
$
|
36,684
|
|
|
46
|
%
|
Gross margin:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
75
|
%
|
|
74
|
%
|
|
|
|
|
|||||
Professional services
|
(11
|
)%
|
|
(3
|
)%
|
|
|
|
|
|||||
Total gross margin
|
50
|
%
|
|
52
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Research and development
|
$
|
54,417
|
|
|
$
|
38,639
|
|
|
$
|
15,778
|
|
|
41
|
%
|
Percentage of total revenue
|
23
|
%
|
|
23
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Sales and marketing
|
$
|
100,766
|
|
|
$
|
73,087
|
|
|
$
|
27,679
|
|
|
38
|
%
|
Percentage of total revenue
|
43
|
%
|
|
44
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
General and administrative
|
$
|
39,230
|
|
|
$
|
22,572
|
|
|
$
|
16,658
|
|
|
74
|
%
|
Percentage of total revenue
|
17
|
%
|
|
13
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|
|
|||||||||
Interest and other income (expense), net
|
$
|
(417
|
)
|
|
$
|
252
|
|
|
$
|
(669
|
)
|
|
(265
|
)%
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|
|
|||||||||
Income tax provision
|
$
|
(1,366
|
)
|
|
$
|
(1,129
|
)
|
|
$
|
(237
|
)
|
|
21
|
%
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
120,373
|
|
|
$
|
89,836
|
|
|
$
|
30,537
|
|
|
34
|
%
|
Professional services
|
47,553
|
|
|
23,172
|
|
|
24,381
|
|
|
105
|
%
|
|||
Total revenue
|
$
|
167,926
|
|
|
$
|
113,008
|
|
|
$
|
54,918
|
|
|
49
|
%
|
Percentage of total revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
72
|
%
|
|
79
|
%
|
|
|
|
|
|||||
Professional services
|
28
|
|
|
21
|
|
|
|
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
31,077
|
|
|
$
|
22,840
|
|
|
$
|
8,237
|
|
|
36
|
%
|
Professional services
|
48,829
|
|
|
25,322
|
|
|
23,507
|
|
|
93
|
%
|
|||
Total cost of revenue
|
$
|
79,906
|
|
|
$
|
48,162
|
|
|
$
|
31,744
|
|
|
66
|
%
|
Gross margin:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
74
|
%
|
|
75
|
%
|
|
|
|
|
|||||
Professional services
|
(3
|
)%
|
|
(9
|
)%
|
|
|
|
|
|||||
Total gross margin
|
52
|
%
|
|
57
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Research and development
|
$
|
38,639
|
|
|
$
|
26,355
|
|
|
$
|
12,284
|
|
|
47
|
%
|
Percentage of total revenue
|
23
|
%
|
|
23
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Sales and marketing
|
$
|
73,087
|
|
|
$
|
62,384
|
|
|
$
|
10,703
|
|
|
17
|
%
|
Percentage of total revenue
|
44
|
%
|
|
55
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
General and administrative
|
$
|
22,572
|
|
|
$
|
15,140
|
|
|
$
|
7,432
|
|
|
49
|
%
|
Percentage of total revenue
|
13
|
%
|
|
13
|
%
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|
|
|||||||||
Interest and other income (expense), net
|
$
|
252
|
|
|
$
|
219
|
|
|
$
|
33
|
|
|
15
|
%
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|
|
|||||||||
Income tax provision
|
$
|
(1,129
|
)
|
|
$
|
(284
|
)
|
|
$
|
(845
|
)
|
|
(297
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Jan 31, 2019
|
|
Oct 31, 2018
|
|
Jul 31, 2018
|
|
Apr 30, 2018
|
|
Jan 31, 2018
|
|
Oct 31, 2017
|
|
Jul 31, 2017
|
|
Apr 30, 2017
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
46,729
|
|
|
$
|
44,485
|
|
|
$
|
41,470
|
|
|
$
|
36,114
|
|
|
$
|
34,514
|
|
|
$
|
31,007
|
|
|
$
|
28,797
|
|
|
$
|
26,055
|
|
Professional services
|
17,332
|
|
|
17,152
|
|
|
16,284
|
|
|
15,630
|
|
|
15,302
|
|
|
15,352
|
|
|
10,615
|
|
|
6,284
|
|
||||||||
Total revenue
|
64,061
|
|
|
61,637
|
|
|
57,754
|
|
|
51,744
|
|
|
49,816
|
|
|
46,359
|
|
|
39,412
|
|
|
32,339
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription¹
|
11,720
|
|
|
10,987
|
|
|
10,421
|
|
|
9,865
|
|
|
8,776
|
|
|
8,195
|
|
|
8,071
|
|
|
6,035
|
|
||||||||
Professional services¹
|
20,028
|
|
|
19,190
|
|
|
18,226
|
|
|
16,153
|
|
|
15,591
|
|
|
13,912
|
|
|
12,552
|
|
|
6,774
|
|
||||||||
Total cost of revenue
|
31,748
|
|
|
30,177
|
|
|
28,647
|
|
|
26,018
|
|
|
24,367
|
|
|
22,107
|
|
|
20,623
|
|
|
12,809
|
|
||||||||
Gross profit
|
32,313
|
|
|
31,460
|
|
|
29,107
|
|
|
25,726
|
|
|
25,449
|
|
|
24,252
|
|
|
18,789
|
|
|
19,530
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development¹
|
14,750
|
|
|
14,282
|
|
|
13,323
|
|
|
12,062
|
|
|
11,017
|
|
|
9,977
|
|
|
9,768
|
|
|
7,877
|
|
||||||||
Sales and marketing¹
|
26,604
|
|
|
25,896
|
|
|
25,429
|
|
|
22,837
|
|
|
21,031
|
|
|
18,625
|
|
|
18,479
|
|
|
14,952
|
|
||||||||
General and administrative¹
|
11,677
|
|
|
9,579
|
|
|
8,563
|
|
|
9,411
|
|
|
6,782
|
|
|
5,560
|
|
|
5,551
|
|
|
4,679
|
|
||||||||
Total operating expenses
|
53,031
|
|
|
49,757
|
|
|
47,315
|
|
|
44,310
|
|
|
38,830
|
|
|
34,162
|
|
|
33,798
|
|
|
27,508
|
|
||||||||
Loss from operations
|
(20,718
|
)
|
|
(18,297
|
)
|
|
(18,208
|
)
|
|
(18,584
|
)
|
|
(13,381
|
)
|
|
(9,910
|
)
|
|
(15,009
|
)
|
|
(7,978
|
)
|
||||||||
Interest and other income (expense), net
|
801
|
|
|
633
|
|
|
(1,178
|
)
|
|
(673
|
)
|
|
282
|
|
|
(421
|
)
|
|
407
|
|
|
(16
|
)
|
||||||||
Loss before income taxes
|
(19,917
|
)
|
|
(17,664
|
)
|
|
(19,386
|
)
|
|
(19,257
|
)
|
|
(13,099
|
)
|
|
(10,331
|
)
|
|
(14,602
|
)
|
|
(7,994
|
)
|
||||||||
Income tax provision
|
(750
|
)
|
|
(225
|
)
|
|
(201
|
)
|
|
(190
|
)
|
|
(724
|
)
|
|
(34
|
)
|
|
(239
|
)
|
|
(132
|
)
|
||||||||
Net loss
|
$
|
(20,667
|
)
|
|
$
|
(17,889
|
)
|
|
$
|
(19,587
|
)
|
|
$
|
(19,447
|
)
|
|
$
|
(13,823
|
)
|
|
$
|
(10,365
|
)
|
|
$
|
(14,841
|
)
|
|
$
|
(8,126
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Jan 31, 2019
|
|
Oct 31, 2018
|
|
Jul 31, 2018
|
|
Apr 30, 2018
|
|
Jan 31, 2018
|
|
Oct 31, 2017
|
|
Jul 31, 2017
|
|
Apr 30, 2017
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cost of subscription revenue
|
$
|
656
|
|
|
$
|
555
|
|
|
$
|
433
|
|
|
$
|
323
|
|
|
$
|
257
|
|
|
$
|
239
|
|
|
$
|
163
|
|
|
$
|
88
|
|
Cost of professional services revenue
|
1,785
|
|
|
1,685
|
|
|
1,399
|
|
|
1,031
|
|
|
892
|
|
|
733
|
|
|
356
|
|
|
140
|
|
||||||||
Research and development
|
1,979
|
|
|
1,902
|
|
|
1,416
|
|
|
1,048
|
|
|
755
|
|
|
729
|
|
|
479
|
|
|
329
|
|
||||||||
Sales and marketing
|
2,067
|
|
|
2,205
|
|
|
1,522
|
|
|
1,590
|
|
|
742
|
|
|
1,012
|
|
|
557
|
|
|
406
|
|
||||||||
General and administrative
|
1,150
|
|
|
1,112
|
|
|
890
|
|
|
609
|
|
|
349
|
|
|
329
|
|
|
244
|
|
|
191
|
|
||||||||
Total stock-based compensation expense
|
$
|
7,637
|
|
|
$
|
7,459
|
|
|
$
|
5,660
|
|
|
$
|
4,601
|
|
|
$
|
2,995
|
|
|
$
|
3,042
|
|
|
$
|
1,799
|
|
|
$
|
1,154
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
Jan 31, 2019
|
|
Oct 31, 2018
|
|
Jul 31, 2018
|
|
Apr 30, 2018
|
|
Jan 31, 2018
|
|
Oct 31, 2017
|
|
Jul 31, 2017
|
|
Apr 30, 2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
73
|
%
|
|
72
|
%
|
|
72
|
%
|
|
70
|
%
|
|
69
|
%
|
|
67
|
%
|
|
73
|
%
|
|
81
|
%
|
Professional services
|
27
|
|
|
28
|
|
|
28
|
|
|
30
|
|
|
31
|
|
|
33
|
|
|
27
|
|
|
19
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
18
|
|
|
18
|
|
|
18
|
|
|
19
|
|
|
18
|
|
|
18
|
|
|
20
|
|
|
19
|
|
Professional services
|
31
|
|
|
31
|
|
|
32
|
|
|
31
|
|
|
31
|
|
|
30
|
|
|
32
|
|
|
21
|
|
Total cost of revenue
|
50
|
|
|
49
|
|
|
50
|
|
|
50
|
|
|
49
|
|
|
48
|
|
|
52
|
|
|
40
|
|
Gross profit
|
50
|
|
|
51
|
|
|
50
|
|
|
50
|
|
|
51
|
|
|
52
|
|
|
48
|
|
|
60
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
23
|
|
|
23
|
|
|
23
|
|
|
23
|
|
|
22
|
|
|
22
|
|
|
25
|
|
|
24
|
|
Sales and marketing
|
42
|
|
|
42
|
|
|
44
|
|
|
44
|
|
|
42
|
|
|
40
|
|
|
47
|
|
|
46
|
|
General and administrative
|
18
|
|
|
16
|
|
|
15
|
|
|
18
|
|
|
14
|
|
|
12
|
|
|
14
|
|
|
14
|
|
Total operating expenses
|
83
|
|
|
81
|
|
|
82
|
|
|
86
|
|
|
78
|
|
|
74
|
|
|
86
|
|
|
85
|
|
Loss from operations
|
(32
|
)
|
|
(30
|
)
|
|
(32
|
)
|
|
(36
|
)
|
|
(27
|
)
|
|
(21
|
)
|
|
(38
|
)
|
|
(25
|
)
|
Interest and other income (expense), net
|
1
|
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
Loss before income taxes
|
(31
|
)
|
|
(29
|
)
|
|
(34
|
)
|
|
(37
|
)
|
|
(26
|
)
|
|
(22
|
)
|
|
(37
|
)
|
|
(25
|
)
|
Income tax provision
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Net loss
|
(32
|
)%
|
|
(29
|
)%
|
|
(34
|
)%
|
|
(38
|
)%
|
|
(28
|
)%
|
|
(22
|
)%
|
|
(38
|
)%
|
|
(25
|
)%
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Net cash used in operating activities
|
$
|
(23,581
|
)
|
|
$
|
(24,776
|
)
|
|
$
|
(24,975
|
)
|
Net cash used in investing activities
|
(121,123
|
)
|
|
(16,118
|
)
|
|
(3,685
|
)
|
|||
Net cash provided by (used in) financing activities
|
161,362
|
|
|
15,415
|
|
|
(428
|
)
|
|||
Effect of exchange rates on cash and cash equivalents and restricted cash
|
3
|
|
|
960
|
|
|
(470
|
)
|
|||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
$
|
16,661
|
|
|
$
|
(24,519
|
)
|
|
$
|
(29,558
|
)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Operating lease obligations
1
|
$
|
30,425
|
|
|
$
|
7,894
|
|
|
$
|
12,183
|
|
|
$
|
9,734
|
|
|
$
|
614
|
|
Debt principal and interest
2
|
14,719
|
|
|
3,584
|
|
|
9,416
|
|
|
1,719
|
|
|
—
|
|
|||||
Other contractual obligations
3
|
3,982
|
|
|
3,982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
49,126
|
|
|
$
|
15,460
|
|
|
$
|
21,599
|
|
|
$
|
11,453
|
|
|
$
|
614
|
|
(1)
|
We lease our facilities under long-term operating leases which expire on varying dates through
April 2024
. The lease agreements often contain provisions which require us to pay taxes, insurance, and maintenance costs.
|
(2)
|
Debt principal and interest includes amounts owed under our Debt Agreement with Silicon Valley Bank including principal, interest and a $0.2 million facility fee on the term loan. Interest payments were calculated using the applicable rate as of
January 31, 2019
. See
Note 9. Debt
of the notes to our consolidated financial statements included in this Form 10-K for more information about our Debt Agreement.
|
(3)
|
As of
January 31, 2019
, our only other material contractual obligation was to purchase
$4.0 million
in web hosting services from
one
of our vendors by
September 30, 2019
.
|
•
|
there is persuasive evidence of an arrangement;
|
•
|
the service is being provided to the customer;
|
•
|
the collection of the fees is reasonably assured; and
|
•
|
the amount of fees to be paid by the customer is fixed or determinable.
|
•
|
Expected volatility
. We estimate the expected volatility based on the volatility of similar publicly-held entities (referred to as “guideline companies”) over a period equivalent to the expected term of the awards. In evaluating the similarity of guideline companies to us, we considered factors such as industry, stage of life cycle, size, and financial leverage. We intend to continue to consistently apply this process using the same or similar guideline companies to estimate the expected volatility until sufficient historical information regarding the volatility of the share price of our Class A common stock becomes available.
|
•
|
Expected term
. We determine the expected term of awards which contain only service conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the
|
•
|
Risk-free interest rate
. The risk-free interest rate is based on the United States Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards.
|
•
|
Estimated dividend yield
. The estimated dividend yield is zero, as we have not declared dividends in the past and do not currently intend to declare dividends in the foreseeable future.
|
|
As of January 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
67,940
|
|
|
$
|
48,208
|
|
Short-term investments
|
107,908
|
|
|
—
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $2,522 and $3,292 as of January 31, 2019 and January 31, 2018, respectively
|
58,258
|
|
|
49,764
|
|
||
Restricted cash, current portion
|
400
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
10,414
|
|
|
9,302
|
|
||
Total current assets
|
244,920
|
|
|
107,274
|
|
||
Property and equipment, net
|
19,625
|
|
|
10,204
|
|
||
Restricted cash, net of current portion
|
1,684
|
|
|
5,155
|
|
||
Purchased intangibles, net
|
9,042
|
|
|
11,292
|
|
||
Goodwill
|
20,861
|
|
|
20,614
|
|
||
Other assets
|
3,292
|
|
|
827
|
|
||
Total assets
|
$
|
299,424
|
|
|
$
|
155,366
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,512
|
|
|
$
|
2,572
|
|
Accrued expenses and other current liabilities
|
14,210
|
|
|
24,496
|
|
||
Accrued employee liabilities
|
22,603
|
|
|
17,701
|
|
||
Debt, current portion
|
2,963
|
|
|
2,917
|
|
||
Deferred revenue, current portion
|
90,565
|
|
|
66,058
|
|
||
Lease obligation, current portion
|
—
|
|
|
1,066
|
|
||
Total current liabilities
|
131,853
|
|
|
114,810
|
|
||
Debt, net of current portion
|
10,494
|
|
|
12,052
|
|
||
Deferred revenue, net of current portion
|
406
|
|
|
346
|
|
||
Lease obligation, net of current portion
|
—
|
|
|
324
|
|
||
Other long-term liabilities
|
3,678
|
|
|
1,168
|
|
||
Total liabilities
|
146,431
|
|
|
128,700
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock - $0.0001 par value; 10,000 shares authorized, no shares issued and outstanding as of January 31, 2019; no shares authorized, issued and outstanding as of January 31, 2018
|
—
|
|
|
—
|
|
||
Convertible preferred stock - $0.0001 par value; no shares authorized, issued and outstanding as of January 31, 2019; 61,984 shares authorized, issued and outstanding as of January 31, 2018
|
—
|
|
|
6
|
|
||
Class A common stock - $0.0001 par value; 500,000 shares authorized, 77,119 shares issued and outstanding as of January 31, 2019; no shares authorized, issued and outstanding as of January 31, 2018
|
8
|
|
|
—
|
|
||
Class B common stock - $0.0001 par value; 500,000 shares authorized, 32,575 shares issued and outstanding as of January 31, 2019; 111,850 shares authorized, 30,524 shares issued and outstanding as of January 31, 2018
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
488,776
|
|
|
286,152
|
|
||
Related party receivable
|
—
|
|
|
(1,281
|
)
|
||
Accumulated other comprehensive income
|
481
|
|
|
471
|
|
||
Accumulated deficit
|
(336,275
|
)
|
|
(258,685
|
)
|
||
Total stockholders’ equity
|
152,993
|
|
|
26,666
|
|
||
Total liabilities and stockholders’ equity
|
$
|
299,424
|
|
|
$
|
155,366
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
168,798
|
|
|
$
|
120,373
|
|
|
$
|
89,836
|
|
Professional services
|
66,398
|
|
|
47,553
|
|
|
23,172
|
|
|||
Total revenue
|
235,196
|
|
|
167,926
|
|
|
113,008
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
|
42,993
|
|
|
31,077
|
|
|
22,840
|
|
|||
Professional services
|
73,597
|
|
|
48,829
|
|
|
25,322
|
|
|||
Total cost of revenue
|
116,590
|
|
|
79,906
|
|
|
48,162
|
|
|||
Gross profit
|
118,606
|
|
|
88,020
|
|
|
64,846
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
54,417
|
|
|
38,639
|
|
|
26,355
|
|
|||
Sales and marketing
|
100,766
|
|
|
73,087
|
|
|
62,384
|
|
|||
General and administrative
|
39,230
|
|
|
22,572
|
|
|
15,140
|
|
|||
Total operating expenses
|
194,413
|
|
|
134,298
|
|
|
103,879
|
|
|||
Loss from operations
|
(75,807
|
)
|
|
(46,278
|
)
|
|
(39,033
|
)
|
|||
Interest and other income (expense), net
|
(417
|
)
|
|
252
|
|
|
219
|
|
|||
Loss before income taxes
|
(76,224
|
)
|
|
(46,026
|
)
|
|
(38,814
|
)
|
|||
Income tax provision
|
(1,366
|
)
|
|
(1,129
|
)
|
|
(284
|
)
|
|||
Net loss
|
(77,590
|
)
|
|
(47,155
|
)
|
|
(39,098
|
)
|
|||
Comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
3
|
|
|
960
|
|
|
(470
|
)
|
|||
Unrealized gain on available-for-sale securities
|
7
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss
|
$
|
(77,580
|
)
|
|
$
|
(46,195
|
)
|
|
$
|
(39,568
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.85
|
)
|
|
$
|
(1.78
|
)
|
|
$
|
(1.64
|
)
|
Weighted-average shares outstanding used in calculating net loss per share attributable to common stockholders, basic and diluted
|
91,267
|
|
|
26,563
|
|
|
23,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||||||||||||
|
Convertible
|
|
Class A
|
|
Class B
|
|
Additional
|
|
Related
|
|
Other
|
|
|
|
Total
|
|||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Common Stock
|
|
Paid-in
|
|
Party
|
|
Comprehensive
|
|
Accumulated
|
|
Stockholders'
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Receivable
|
|
(Loss) Income
|
|
Deficit
|
|
Equity
|
|||||||||||||||||||
Balance, January 31, 2016
|
61,984
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
23,789
|
|
|
$
|
3
|
|
|
$
|
260,322
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
(172,432
|
)
|
|
$
|
87,880
|
|
Issuance of common stock upon exercise of stock options and warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
846
|
|
|
—
|
|
|
1,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,554
|
|
||||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
731
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,383
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(470
|
)
|
|
—
|
|
|
(470
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,098
|
)
|
|
(39,098
|
)
|
||||||||
Balance, January 31, 2017
|
61,984
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
24,635
|
|
|
$
|
3
|
|
|
$
|
266,990
|
|
|
$
|
—
|
|
|
$
|
(489
|
)
|
|
$
|
(211,530
|
)
|
|
$
|
54,980
|
|
Issuance of common stock in connection with acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,986
|
|
|
—
|
|
|
5,955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,955
|
|
||||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,903
|
|
|
—
|
|
|
3,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,483
|
|
||||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
734
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,990
|
|
||||||||
Related party notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,281
|
)
|
|
—
|
|
|
—
|
|
|
(1,281
|
)
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
960
|
|
|
—
|
|
|
960
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,155
|
)
|
|
(47,155
|
)
|
||||||||
Balance, January 31, 2018
|
61,984
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
30,524
|
|
|
$
|
3
|
|
|
$
|
286,152
|
|
|
$
|
(1,281
|
)
|
|
$
|
471
|
|
|
$
|
(258,685
|
)
|
|
$
|
26,666
|
|
Conversion of convertible preferred stock to common stock in connection with initial public offering
|
(61,984
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
61,984
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Conversion of Class B common stock to Class A common stock
|
—
|
|
|
—
|
|
|
63,469
|
|
|
7
|
|
|
(63,469
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs
|
—
|
|
|
—
|
|
|
12,650
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
159,456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159,457
|
|
||||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
369
|
|
|
—
|
|
|
3,271
|
|
|
1
|
|
|
9,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,395
|
|
||||||||
RSU releases
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Purchases of common stock under the ESPP
|
—
|
|
|
—
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,329
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,329
|
|
||||||||
Charitable donation of stock
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||||||
Lapse of restrictions on common stock related to early exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,088
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,357
|
|
||||||||
Related party notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,590
|
)
|
|
(77,590
|
)
|
||||||||
Balance, January 31, 2019
|
—
|
|
|
$
|
—
|
|
|
77,119
|
|
|
$
|
8
|
|
|
32,575
|
|
|
$
|
3
|
|
|
$
|
488,776
|
|
|
$
|
—
|
|
|
$
|
481
|
|
|
$
|
(336,275
|
)
|
|
$
|
152,993
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(77,590
|
)
|
|
$
|
(47,155
|
)
|
|
$
|
(39,098
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,793
|
|
|
6,550
|
|
|
4,551
|
|
|||
Stock-based compensation
|
25,357
|
|
|
8,990
|
|
|
4,383
|
|
|||
Provision for doubtful accounts
|
3,949
|
|
|
3,306
|
|
|
3,095
|
|
|||
Accretion of discount on short-term investments
|
(565
|
)
|
|
—
|
|
|
—
|
|
|||
Donation of common stock to charitable foundation
|
1,000
|
|
|
—
|
|
|
—
|
|
|||
Other
|
147
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(12,443
|
)
|
|
(20,983
|
)
|
|
(7,562
|
)
|
|||
Prepaid expenses and other current assets
|
(3,445
|
)
|
|
(3,215
|
)
|
|
(1,099
|
)
|
|||
Other assets
|
(2,465
|
)
|
|
(122
|
)
|
|
—
|
|
|||
Accounts payable
|
(1,103
|
)
|
|
(3,774
|
)
|
|
(428
|
)
|
|||
Accrued expenses and other current liabilities
|
3,738
|
|
|
3,422
|
|
|
(25
|
)
|
|||
Accrued employee liabilities
|
4,902
|
|
|
6,371
|
|
|
3,304
|
|
|||
Deferred revenue
|
24,567
|
|
|
21,290
|
|
|
7,904
|
|
|||
Other long-term liabilities
|
1,577
|
|
|
544
|
|
|
—
|
|
|||
Net cash used in operating activities
|
(23,581
|
)
|
|
(24,776
|
)
|
|
(24,975
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(13,412
|
)
|
|
(4,698
|
)
|
|
(3,776
|
)
|
|||
Releases of deposits, net
|
—
|
|
|
—
|
|
|
91
|
|
|||
Purchases of short-term investments
|
(107,464
|
)
|
|
—
|
|
|
—
|
|
|||
Business combination, net of cash acquired
|
(247
|
)
|
|
(11,420
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(121,123
|
)
|
|
(16,118
|
)
|
|
(3,685
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payments under capital leases
|
(3,623
|
)
|
|
(2,081
|
)
|
|
(1,982
|
)
|
|||
Proceeds from issuance of common stock upon exercise of stock options
|
11,481
|
|
|
4,453
|
|
|
1,621
|
|
|||
Repurchases of unvested common stock
|
(18
|
)
|
|
(2
|
)
|
|
(67
|
)
|
|||
Payments of offering costs
|
(4,399
|
)
|
|
(643
|
)
|
|
—
|
|
|||
Proceeds of issuance of common stock under employee stock purchase plan
|
5,329
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from initial public offering, net of underwriters’ discounts and commissions
|
164,703
|
|
|
—
|
|
|
—
|
|
|||
Payments under related party notes receivable
|
(4,344
|
)
|
|
(1,281
|
)
|
|
—
|
|
|||
Repayments of related party notes receivable
|
5,625
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on long-term debt
|
(834
|
)
|
|
—
|
|
|
—
|
|
|||
Payments related to business combination
|
(12,558
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt, net of issuance costs
|
—
|
|
|
14,969
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
161,362
|
|
|
15,415
|
|
|
(428
|
)
|
|||
Effect of exchange rates on cash and cash equivalents and restricted cash
|
3
|
|
|
960
|
|
|
(470
|
)
|
|||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
16,661
|
|
|
(24,519
|
)
|
|
(29,558
|
)
|
|||
Cash and cash equivalents and restricted cash, beginning of period
|
53,363
|
|
|
77,882
|
|
|
107,440
|
|
|||
Cash and cash equivalents and restricted cash, end of period
|
$
|
70,024
|
|
|
$
|
53,363
|
|
|
$
|
77,882
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
963
|
|
|
$
|
421
|
|
|
$
|
160
|
|
Cash paid for tax
|
$
|
755
|
|
|
$
|
952
|
|
|
$
|
402
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Property and equipment acquired under capital leases
|
$
|
—
|
|
|
$
|
644
|
|
|
$
|
1,264
|
|
Lapse in restrictions on early exercised common stock options
|
$
|
2,088
|
|
|
$
|
734
|
|
|
$
|
731
|
|
Property and equipment purchases accrued or in accounts payable
|
$
|
307
|
|
|
$
|
171
|
|
|
$
|
16
|
|
Deferred offering costs payable or accrued but not paid
|
$
|
210
|
|
|
$
|
1,817
|
|
|
$
|
—
|
|
Accrued acquisition-related payments
|
$
|
—
|
|
|
$
|
12,558
|
|
|
$
|
—
|
|
Accrued interest on related party notes receivable
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
67,940
|
|
|
$
|
48,208
|
|
|
$
|
72,645
|
|
Restricted cash, current
|
400
|
|
|
—
|
|
|
—
|
|
|||
Restricted cash, net of current portion
|
1,684
|
|
|
5,155
|
|
|
5,237
|
|
|||
Total cash and cash equivalents and restricted cash
|
$
|
70,024
|
|
|
$
|
53,363
|
|
|
$
|
77,882
|
|
•
|
there is persuasive evidence of an arrangement;
|
•
|
the service is being provided to the customer;
|
•
|
the collection of the fees is reasonably assured; and
|
•
|
the amount of fees to be paid by the customer is fixed or determinable.
|
|
Fiscal Year Ended January 31,
|
||||||
|
2019
|
|
2018
|
||||
Allowance for doubtful accounts, beginning balance
|
$
|
3,292
|
|
|
$
|
2,572
|
|
Additions:
|
|
|
|
||||
Charged to revenue
|
3,949
|
|
|
3,306
|
|
||
Charged to deferred revenue
|
4,719
|
|
|
2,419
|
|
||
Deductions:
|
|
|
|
||||
Write-offs to revenue
|
(4,253
|
)
|
|
(2,686
|
)
|
||
Write-offs to deferred revenue
|
(5,185
|
)
|
|
(2,319
|
)
|
||
Allowance for doubtful accounts, ending balance
|
$
|
2,522
|
|
|
$
|
3,292
|
|
•
|
Fair value per share of Company’s common stock.
Prior to the IPO, because there was no public market for the Company’s common stock, the Company’s Board of Directors, with the assistance of a third-party valuation specialist, determined the common stock fair value at the time of the grant of stock options by considering a number of objective and subjective factors, including the Company’s actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event, and transactions involving the Company’s common stock, among other factors. After the IPO, the Company used the publicly quoted price of its common stock as reported on the New York Stock Exchange as the fair value of its common stock.
|
•
|
Expected volatility.
The Company determines the expected volatility based on historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards.
|
•
|
Expected term.
The Company determines the expected term of awards which contain only service conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock-option exercises.
|
•
|
Risk-free interest rate.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards.
|
•
|
Estimated dividend yield.
The estimated dividend yield is
zero
, as the Company does not currently intend to declare dividends in the foreseeable future.
|
|
As of January 31, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. government securities
|
$
|
17,950
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
17,951
|
|
Corporate bonds
|
34,296
|
|
|
8
|
|
|
(2
|
)
|
|
34,302
|
|
||||
Commercial paper
|
55,655
|
|
|
—
|
|
|
—
|
|
|
55,655
|
|
||||
Total short-term investments
|
$
|
107,901
|
|
|
$
|
9
|
|
|
$
|
(2
|
)
|
|
$
|
107,908
|
|
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
|
|
As of January 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
61,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,201
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
$
|
—
|
|
|
$
|
17,951
|
|
|
$
|
—
|
|
|
$
|
17,951
|
|
Corporate bonds
|
—
|
|
|
34,302
|
|
|
—
|
|
|
34,302
|
|
||||
Commercial paper
|
—
|
|
|
55,655
|
|
|
—
|
|
|
55,655
|
|
||||
Total short-term investments
|
$
|
—
|
|
|
$
|
107,908
|
|
|
$
|
—
|
|
|
$
|
107,908
|
|
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
2,084
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,084
|
|
|
As of January 31,
|
||||||
|
2019
|
|
2018
|
||||
Prepaid software subscriptions
|
$
|
4,797
|
|
|
$
|
3,239
|
|
Prepaid insurance
|
790
|
|
|
445
|
|
||
Prepaid hosting costs
|
1,251
|
|
|
486
|
|
||
Prepaid rent
|
991
|
|
|
657
|
|
||
Taxes
|
579
|
|
|
533
|
|
||
Short-term deposits
|
181
|
|
|
480
|
|
||
Capitalized offering costs
|
—
|
|
|
2,460
|
|
||
Other
|
1,825
|
|
|
1,002
|
|
||
|
$
|
10,414
|
|
|
$
|
9,302
|
|
|
As of January 31,
|
||||||
|
2019
|
|
2018
|
||||
Servers
|
$
|
14,972
|
|
|
$
|
11,283
|
|
Computer equipment
|
10,109
|
|
|
6,885
|
|
||
Software
|
10,770
|
|
|
7,148
|
|
||
Leasehold improvements
|
5,010
|
|
|
1,968
|
|
||
Furniture and fixtures
|
2,523
|
|
|
1,446
|
|
||
Vehicles
|
109
|
|
|
25
|
|
||
|
43,493
|
|
|
28,755
|
|
||
Less accumulated depreciation and amortization
|
(23,868
|
)
|
|
(18,551
|
)
|
||
Total
|
$
|
19,625
|
|
|
$
|
10,204
|
|
|
As of January 31, 2019
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Developed technology
|
$
|
7,697
|
|
|
$
|
(4,045
|
)
|
|
$
|
3,652
|
|
Customer relationships
|
5,933
|
|
|
(1,236
|
)
|
|
4,697
|
|
|||
Trade name
|
909
|
|
|
(216
|
)
|
|
693
|
|
|||
Total
|
$
|
14,539
|
|
|
$
|
(5,497
|
)
|
|
$
|
9,042
|
|
|
As of January 31, 2018
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Developed technology
|
$
|
7,697
|
|
|
$
|
(2,666
|
)
|
|
$
|
5,031
|
|
Customer relationships
|
5,933
|
|
|
(494
|
)
|
|
5,439
|
|
|||
Trade name
|
909
|
|
|
(87
|
)
|
|
822
|
|
|||
Total
|
$
|
14,539
|
|
|
$
|
(3,247
|
)
|
|
$
|
11,292
|
|
Fiscal 2020
|
$
|
1,979
|
|
Fiscal 2021
|
1,962
|
|
|
Fiscal 2022
|
1,962
|
|
|
Fiscal 2023
|
1,235
|
|
|
Fiscal 2024
|
871
|
|
|
Thereafter
|
1,033
|
|
|
|
$
|
9,042
|
|
Goodwill as of January 31, 2017
|
$
|
1,521
|
|
Goodwill resulting from the acquisition of Leeyo
|
19,093
|
|
|
Goodwill as of January 31, 2018
|
20,614
|
|
|
Activity during fiscal 2019
|
247
|
|
|
Goodwill as of January 31, 2019
|
$
|
20,861
|
|
|
As of January 31,
|
||||||
|
2019
|
|
2018
|
||||
Accrued acquisition-related payments
|
$
|
—
|
|
|
$
|
12,558
|
|
Accrued outside services and consulting
|
2,089
|
|
|
2,834
|
|
||
Accrued goods and services taxes
|
3,098
|
|
|
2,488
|
|
||
Accrued IPO-related costs
|
210
|
|
|
1,120
|
|
||
Accrued taxes
|
1,620
|
|
|
652
|
|
||
Employee early exercised stock options
|
436
|
|
|
556
|
|
||
Other accrued expenses
|
6,757
|
|
|
4,288
|
|
||
Total
|
$
|
14,210
|
|
|
$
|
24,496
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
(83,563
|
)
|
|
$
|
(49,489
|
)
|
|
$
|
(40,846
|
)
|
Foreign
|
7,339
|
|
|
3,463
|
|
|
2,032
|
|
|||
Loss before income taxes
|
$
|
(76,224
|
)
|
|
$
|
(46,026
|
)
|
|
$
|
(38,814
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
(81
|
)
|
|
—
|
|
|
(46
|
)
|
|||
International
|
(1,406
|
)
|
|
(1,129
|
)
|
|
(238
|
)
|
|||
|
$
|
(1,487
|
)
|
|
$
|
(1,129
|
)
|
|
$
|
(284
|
)
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
International
|
121
|
|
|
—
|
|
|
—
|
|
|||
Income tax provision
|
$
|
(1,366
|
)
|
|
$
|
(1,129
|
)
|
|
$
|
(284
|
)
|
|
As of January 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
78,844
|
|
|
$
|
64,844
|
|
Tax credit carryforwards
|
7,076
|
|
|
6,413
|
|
||
Allowances and other
|
8,226
|
|
|
3,284
|
|
||
Depreciation and amortization
|
1,010
|
|
|
1,105
|
|
||
Total deferred tax assets
|
$
|
95,156
|
|
|
$
|
75,646
|
|
Deferred tax liabilities:
|
|
|
|
||||
Allowances and other
|
$
|
—
|
|
|
$
|
(935
|
)
|
Intangibles
|
(3,299
|
)
|
|
(3,709
|
)
|
||
Total deferred tax liabilities
|
(3,299
|
)
|
|
(4,644
|
)
|
||
Valuation allowance
|
(91,632
|
)
|
|
(70,900
|
)
|
||
Net deferred tax assets
|
$
|
225
|
|
|
$
|
102
|
|
|
Fiscal Year Ended January 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Federal income tax benefit at statutory rates
|
$
|
16,007
|
|
|
21.0
|
%
|
|
$
|
15,556
|
|
|
33.8
|
%
|
|
$
|
13,197
|
|
|
34.0
|
%
|
State income taxes, net of effect of federal
|
3,337
|
|
|
4.4
|
|
|
6,634
|
|
|
14.4
|
|
|
1,030
|
|
|
2.7
|
|
|||
Permanent differences
|
(1,242
|
)
|
|
(1.6
|
)
|
|
(1,094
|
)
|
|
(2.4
|
)
|
|
(965
|
)
|
|
(2.5
|
)
|
|||
Federal and state R&D credits
|
1,029
|
|
|
1.3
|
|
|
1,221
|
|
|
2.7
|
|
|
1,649
|
|
|
4.2
|
|
|||
Foreign income tax
|
(239
|
)
|
|
(0.3
|
)
|
|
(918
|
)
|
|
(2.0
|
)
|
|
(238
|
)
|
|
(0.6
|
)
|
|||
Change in tax rate
|
—
|
|
|
—
|
|
|
(30,010
|
)
|
|
(65.2
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
476
|
|
|
0.6
|
|
|
(2,375
|
)
|
|
(5.2
|
)
|
|
1,325
|
|
|
3.4
|
|
|||
Change in valuation allowance
|
(20,734
|
)
|
|
(27.2
|
)
|
|
9,857
|
|
|
21.4
|
|
|
(16,282
|
)
|
|
(41.9
|
)%
|
|||
Income tax benefit (provision)
|
$
|
(1,366
|
)
|
|
(1.8
|
)%
|
|
$
|
(1,129
|
)
|
|
(2.5
|
)%
|
|
$
|
(284
|
)
|
|
(0.7
|
)%
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Gross amount of unrecognized tax benefits as of the beginning of the period
|
$
|
5,918
|
|
|
$
|
5,373
|
|
|
$
|
3,723
|
|
Increase related to prior year tax provisions
|
8
|
|
|
921
|
|
|
—
|
|
|||
Decrease related to prior year tax provisions
|
(366
|
)
|
|
(1,649
|
)
|
|
—
|
|
|||
Increase related to current year tax provisions
|
1,028
|
|
|
1,273
|
|
|
1,650
|
|
|||
Gross amount of unrecognized tax benefits as of the end of the period
|
6,588
|
|
|
5,918
|
|
|
5,373
|
|
Series
|
|
Issuance
Price per Share |
|
Authorized
Shares |
|
Issued and
Outstanding Shares |
|
Liquidation
Preference |
||||||
Series A
|
|
$
|
0.5984
|
|
|
10,862,295
|
|
|
10,862,290
|
|
|
$
|
6,500
|
|
Series B
|
|
1.2518
|
|
|
11,982,744
|
|
|
11,982,740
|
|
|
15,000
|
|
||
Series C
|
|
3.1052
|
|
|
8,051,010
|
|
|
8,051,007
|
|
|
25,000
|
|
||
Series D
|
|
4.6716
|
|
|
7,711,486
|
|
|
7,711,483
|
|
|
36,025
|
|
||
Series E
|
|
6.0664
|
|
|
8,242,123
|
|
|
8,242,119
|
|
|
50,000
|
|
||
Series F
|
|
7.5986
|
|
|
15,134,367
|
|
|
15,134,356
|
|
|
115,000
|
|
||
|
|
|
|
61,984,025
|
|
|
61,983,995
|
|
|
$
|
247,525
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain on Available-for-Sale Securities
|
|
Total
|
||||||
Balance, February 1, 2018
|
$
|
471
|
|
|
$
|
—
|
|
|
$
|
471
|
|
Foreign currency translation adjustment
|
3
|
|
|
—
|
|
|
3
|
|
|||
Unrealized gain on available-for-sale securities
|
—
|
|
|
7
|
|
|
7
|
|
|||
Balance, January 31, 2019
|
$
|
474
|
|
|
$
|
7
|
|
|
$
|
481
|
|
|
As of January 31, 2019
|
|
Stock options outstanding
|
14,784
|
|
Restricted stock units
|
1,819
|
|
Shares reserved for future award issuances
|
7,760
|
|
Total
|
24,363
|
|
|
Shares
Subject To Outstanding Stock Options |
|
Weighted
Average Exercise Price |
|
Average
Remaining Contractual Term (Years) |
|
Aggregate
Intrinsic Value |
|||||
Balance as of January 31, 2017
|
11,870
|
|
|
$
|
2.83
|
|
|
7.77
|
|
$
|
5,755
|
|
Granted
|
6,296
|
|
|
4.52
|
|
|
|
|
|
|||
Exercised
|
(1,903
|
)
|
|
2.34
|
|
|
|
|
12,619
|
|
||
Forfeited
|
(862
|
)
|
|
3.40
|
|
|
|
|
|
|||
Balance as of January 31, 2018
|
15,401
|
|
|
3.56
|
|
|
7.91
|
|
83,322
|
|
||
Granted
|
3,697
|
|
|
8.50
|
|
|
|
|
|
|||
Exercised
|
(3,642
|
)
|
|
3.15
|
|
|
|
|
42,912
|
|
||
Forfeited
|
(672
|
)
|
|
5.48
|
|
|
|
|
|
|||
Balance as of January 31, 2019
|
14,784
|
|
|
4.81
|
|
|
7.41
|
|
249,119
|
|
||
Exercisable as of January 31, 2019
|
14,227
|
|
|
4.70
|
|
|
6.82
|
|
241,057
|
|
||
Vested and expected to vest as of January 31, 2019
|
14,249
|
|
|
$
|
4.74
|
|
|
7.37
|
|
$
|
241,048
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Expected volatility
|
32.4% - 40.9%
|
|
|
40.0% - 42.6%
|
|
|
42.5% - 45.7%
|
|
Expected term (in years)
|
5.1 - 6.4
|
|
|
4.3 - 7.0
|
|
|
5.0 - 7.0
|
|
Risk-free interest rate
|
2.6% - 3.0%
|
|
|
1.7% - 2.3%
|
|
|
1.1% - 1.9%
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
Number of RSUs and RSAs
|
|
Weighted-Average Grant Date Fair Value
|
|||
Balance as of January 31, 2017
|
—
|
|
|
|
||
Granted
|
3,689
|
|
|
$
|
5.36
|
|
Exercised
|
(629
|
)
|
|
5.36
|
|
|
Forfeited
|
(23
|
)
|
|
5.54
|
|
|
Balance as of January 31, 2018
|
3,037
|
|
|
5.37
|
|
|
Granted
|
1,513
|
|
|
24.28
|
|
|
Vested
|
(1,349
|
)
|
|
5.97
|
|
|
Forfeited
|
(123
|
)
|
|
17.66
|
|
|
Balance as of January 31, 2019
|
3,078
|
|
|
$
|
13.92
|
|
|
As of January 31,
|
|
|
2019
|
|
Expected volatility
|
24.6% - 42.4%
|
|
Expected term (in years)
|
0.5 - 2.2
|
|
Risk-free interest rate
|
2.0% - 2.8%
|
|
Expected dividend yield
|
—
|
|
|
As of January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of subscription revenue
|
$
|
1,967
|
|
|
$
|
747
|
|
|
$
|
326
|
|
Cost of professional services revenue
|
5,900
|
|
|
2,121
|
|
|
583
|
|
|||
Research and development
|
6,345
|
|
|
2,292
|
|
|
1,126
|
|
|||
Sales and marketing
|
7,384
|
|
|
2,717
|
|
|
1,577
|
|
|||
General and administrative
|
3,761
|
|
|
1,113
|
|
|
771
|
|
|||
Total stock-based compensation expense
|
$
|
25,357
|
|
|
$
|
8,990
|
|
|
$
|
4,383
|
|
|
Minimum Operating Lease Payments
|
||
2020
|
$
|
7,894
|
|
2021
|
6,027
|
|
|
2022
|
6,156
|
|
|
2023
|
6,037
|
|
|
2024
|
3,697
|
|
|
Thereafter
|
614
|
|
|
Total future lease commitments
|
$
|
30,425
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
||||||||
Net loss
|
$
|
(77,590
|
)
|
|
$
|
(47,155
|
)
|
|
$
|
(39,098
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding, basic and diluted
|
91,267
|
|
|
26,563
|
|
|
23,891
|
|
|||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.85
|
)
|
|
$
|
(1.78
|
)
|
|
$
|
(1.64
|
)
|
|
As of January 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Conversion of convertible preferred stock
|
—
|
|
|
61,984
|
|
|
61,984
|
|
Issued and outstanding stock options
|
14,784
|
|
|
15,401
|
|
|
11,870
|
|
Unvested restricted stock issued and outstanding
|
1,259
|
|
|
2,203
|
|
|
—
|
|
Unvested RSUs issued and outstanding
|
1,819
|
|
|
834
|
|
|
—
|
|
Shares committed under ESPP
|
141
|
|
|
—
|
|
|
—
|
|
Total
|
18,003
|
|
|
80,422
|
|
|
73,854
|
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
Exhibit
Number
|
|
|
Incorporated By Reference
|
|
Filed or
Furnished
Herewith
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
||
2.1
|
|
S-1
|
|
333-223722
|
|
2.1
|
|
3/16/2018
|
|
|
|
3.1
|
|
10-Q
|
|
001-38451
|
|
3.1
|
|
6/13/2018
|
|
|
|
3.2
|
|
10-Q
|
|
001-38451
|
|
3.2
|
|
6/13/2018
|
|
|
|
4.1
|
|
S-1
|
|
333-223722
|
|
4.1
|
|
3/16/2018
|
|
|
|
4.2
|
|
S-1
|
|
333-223722
|
|
4.2
|
|
3/16/2018
|
|
|
|
10.1*
|
|
S-1
|
|
333-223722
|
|
10.1
|
|
3/16/2018
|
|
|
|
10.2*
|
|
S-1
|
|
333-223722
|
|
10.2
|
|
3/16/2018
|
|
|
|
10.3*
|
|
S-1
|
|
333-223722
|
|
10.3
|
|
3/16/2018
|
|
|
|
10.4*
|
|
S-1
|
|
333-223722
|
|
10.4
|
|
3/16/2018
|
|
|
|
10.5*
|
|
S-1
|
|
333-223722
|
|
10.5
|
|
3/16/2018
|
|
|
|
10.6*
|
|
S-1
|
|
333-223722
|
|
10.6
|
|
3/16/2018
|
|
|
|
10.7*
|
|
S-1
|
|
333-223722
|
|
10.7
|
|
3/16/2018
|
|
|
|
10.8*
|
|
S-1
|
|
333-223722
|
|
10.8
|
|
3/16/2018
|
|
|
|
10.9*
|
|
S-1
|
|
333-223722
|
|
10.9
|
|
3/16/2018
|
|
|
|
10.10*
|
|
S-1
|
|
333-223722
|
|
10.10
|
|
3/16/2018
|
|
|
|
10.11*
|
|
|
|
|
|
|
|
|
|
X
|
|
10.12*
|
|
S-1
|
|
333-223722
|
|
10.11
|
|
3/16/2018
|
|
|
|
10.13
|
|
S-1
|
|
333-223722
|
|
10.12
|
|
3/16/2018
|
|
|
10.14
|
|
S-1
|
|
333-223722
|
|
10.13
|
|
3/16/2018
|
|
|
|
10.15
|
|
10-Q
|
|
001-38451
|
|
10.1
|
|
12/13/2018
|
|
|
|
10.16
|
|
|
|
|
|
|
|
|
|
X
|
|
21.1
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1**
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2**
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
ZUORA, INC.
|
||
|
|
|
|
Date: April 18, 2019
|
By:
|
|
/s/ Tyler Sloat
|
|
|
|
Tyler Sloat
|
|
|
|
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Tien Tzuo
Tien Tzuo
|
|
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
|
|
April 18, 2019
|
|
|
|
|
|
/s/ Tyler Sloat
Tyler Sloat
|
|
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
|
April 18, 2019
|
|
|
|
|
|
/s/ Peter Fenton
Peter Fenton
|
|
Director
|
|
April 18, 2019
|
|
|
|
|
|
/s/ Kenneth A. Goldman
Kenneth A. Goldman
|
|
Director
|
|
April 18, 2019
|
|
|
|
|
|
/s/ Timothy Haley
Timothy Haley
|
|
Director
|
|
April 18, 2019
|
|
|
|
|
|
/s/ Jason Pressman
Jason Pressman
|
|
Director
|
|
April 18, 2019
|
|
|
|
|
|
/s/ Michelangelo Volpi
Michelangelo Volpi
|
|
Director
|
|
April 18, 2019
|
|
|
|
|
|
/s/ Magdalena Yesil
Magdalena Yesil
|
|
Director
|
|
April 18, 2019
|
Very truly yours,
|
|
/s/ Tien Tzuo
|
|
Tien Tzuo
|
|
Chief Executive Officer
|
|
|
|
/s/ Jennifer Pileggi
|
|
Date signed:
|
March 7, 2018
|
Jennifer Pileggi
|
|
|
|
Legal Entity Name
|
Jurisdiction of Incorporation
|
Zuora Australia Pty Limited
|
Australia
|
Beijing Zu Rui
|
China
|
Zuora UK Limited
|
England & Wales
|
Zuora Germany GmbH
|
Germany
|
Zuora India Private Limited
|
India
|
Zuora Italia S.r.l
|
Italy
|
Zuora Japan KK
|
Japan
|
Zuora Sweden AB
|
Sweden
|
Leeyo Software, Inc.
|
Delaware, U.S.A.
|
Zuora Services, LLC
|
Delaware, U.S.A.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Zuora, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 18, 2019
|
/s/ Tien Tzuo
|
|
|
Tien Tzuo
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Zuora, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 18, 2019
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/s/ Tyler Sloat
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Tyler Sloat
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Chief Financial Officer
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|
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(Principal Financial and Accounting Officer)
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1.
|
the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: April 18, 2019
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/s/ Tien Tzuo
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Tien Tzuo
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|
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Chief Executive Officer
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|
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(Principal Executive Officer)
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|
1.
|
the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: April 18, 2019
|
/s/ Tyler Sloat
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|
|
Tyler Sloat
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
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|