ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-5530976
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
Trading Symbol(s)
|
Name on each exchange on which registered
|
Class A common stock, $0.0001 par value per share
|
ZUO
|
New York Stock Exchange
|
Large accelerated filer
|
|
☐
|
Accelerated filer
|
|
☐
|
|
|
|
|
||
Non-accelerated filer
|
|
ý
|
Smaller reporting company
|
|
☐
|
|
|
|
|
||
|
|
|
Emerging growth company
|
|
ý
|
|
|
Page
|
|
|
|
PART I.
|
||
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
•
|
trends in revenue, cost of revenue, and gross margin;
|
•
|
our investments in our platform and the cost of third-party hosting fees;
|
•
|
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;
|
•
|
the potential impacts of the implementation of Topic 606 on revenue and/or operating expenses in future periods;
|
•
|
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
|
•
|
other statements regarding our future operations, financial condition, and prospects and business strategies.
|
|
April 30,
2019 |
|
January 31,
2019 |
||||
|
|
|
As Adjusted¹
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,608
|
|
|
$
|
67,940
|
|
Short-term investments
|
116,698
|
|
|
107,908
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $2,716 and $2,522 as of April 30, 2019 and January 31, 2019, respectively
|
52,461
|
|
|
58,258
|
|
||
Restricted cash, current portion
|
—
|
|
|
400
|
|
||
Deferred commissions, current portion
|
8,674
|
|
|
8,616
|
|
||
Prepaid expenses and other current assets
|
15,734
|
|
|
14,632
|
|
||
Total current assets
|
256,175
|
|
|
257,754
|
|
||
Property and equipment, net
|
19,575
|
|
|
19,625
|
|
||
Restricted cash, net of current portion
|
—
|
|
|
1,684
|
|
||
Purchased intangibles, net
|
6,892
|
|
|
7,396
|
|
||
Deferred commissions, net of current portion
|
18,224
|
|
|
18,664
|
|
||
Goodwill
|
17,632
|
|
|
17,632
|
|
||
Other assets
|
4,731
|
|
|
3,292
|
|
||
Total assets
|
$
|
323,229
|
|
|
$
|
326,047
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,622
|
|
|
$
|
1,512
|
|
Accrued expenses and other current liabilities
|
13,978
|
|
|
14,210
|
|
||
Accrued employee liabilities
|
26,241
|
|
|
22,603
|
|
||
Debt, current portion
|
4,074
|
|
|
2,963
|
|
||
Deferred revenue, current portion
|
88,299
|
|
|
86,784
|
|
||
Total current liabilities
|
134,214
|
|
|
128,072
|
|
||
Debt, net of current portion
|
9,393
|
|
|
10,494
|
|
||
Deferred revenue, net of current portion
|
74
|
|
|
112
|
|
||
Deferred tax liabilities
|
1,877
|
|
|
1,877
|
|
||
Other long-term liabilities
|
3,452
|
|
|
3,678
|
|
||
Total liabilities
|
149,010
|
|
|
144,233
|
|
||
Commitments and contingencies (note 16)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Convertible preferred stock
|
—
|
|
|
—
|
|
||
Class A common stock
|
8
|
|
|
8
|
|
||
Class B common stock
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
501,824
|
|
|
488,776
|
|
||
Accumulated other comprehensive income
|
430
|
|
|
481
|
|
||
Accumulated deficit
|
(328,046
|
)
|
|
(307,454
|
)
|
||
Total stockholders’ equity
|
174,219
|
|
|
181,814
|
|
||
Total liabilities and stockholders’ equity
|
$
|
323,229
|
|
|
$
|
326,047
|
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
|
|
|
As Adjusted¹
|
||||
Revenue:
|
|
|
|
||||
Subscription
|
$
|
47,311
|
|
|
$
|
35,889
|
|
Professional services
|
16,798
|
|
|
16,559
|
|
||
Total revenue
|
64,109
|
|
|
52,448
|
|
||
Cost of revenue:
|
|
|
|
||||
Subscription
|
11,933
|
|
|
9,865
|
|
||
Professional services
|
20,098
|
|
|
16,153
|
|
||
Total cost of revenue
|
32,031
|
|
|
26,018
|
|
||
Gross profit
|
32,078
|
|
|
26,430
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
17,015
|
|
|
12,062
|
|
||
Sales and marketing
|
25,501
|
|
|
21,780
|
|
||
General and administrative
|
10,445
|
|
|
9,411
|
|
||
Total operating expenses
|
52,961
|
|
|
43,253
|
|
||
Loss from operations
|
(20,883
|
)
|
|
(16,823
|
)
|
||
Interest and other income (expense), net
|
535
|
|
|
(673
|
)
|
||
Loss before income taxes
|
(20,348
|
)
|
|
(17,496
|
)
|
||
Income tax provision
|
(244
|
)
|
|
(293
|
)
|
||
Net loss
|
(20,592
|
)
|
|
(17,789
|
)
|
||
Comprehensive loss:
|
|
|
|
||||
Foreign currency translation adjustment
|
(75
|
)
|
|
(79
|
)
|
||
Unrealized gain on available-for-sale securities
|
24
|
|
|
—
|
|
||
Comprehensive loss
|
$
|
(20,643
|
)
|
|
$
|
(17,868
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.19
|
)
|
|
$
|
(0.40
|
)
|
Weighted-average shares outstanding used in calculating net loss per share attributable to common stockholders, basic and diluted
|
108,821
|
|
|
44,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Total
|
|||||||||||||||||||
|
Convertible
|
|
Class A
|
|
Class B
|
|
Additional
|
|
Related
|
|
Other
|
|
Accumulated
|
|
Stockholders'
|
|||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Common Stock
|
|
Paid-in
|
|
Party
|
|
Comprehensive
|
|
Deficit
|
|
Equity
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Receivable
|
|
Income
|
|
As Adjusted¹
|
|
As Adjusted¹
|
|||||||||||||||||||
Balance, January 31, 2018
|
61,984
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
30,524
|
|
|
$
|
3
|
|
|
$
|
286,152
|
|
|
$
|
(1,281
|
)
|
|
$
|
471
|
|
|
$
|
(234,713
|
)
|
|
$
|
50,638
|
|
Conversion of convertible preferred stock to common stock in connection with initial public offering
|
(61,984
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
61,984
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs
|
—
|
|
|
—
|
|
|
12,650
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
159,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,000
|
|
||||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,968
|
|
|
1
|
|
|
4,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,026
|
|
||||||||
Lapse of restrictions on common stock related to early exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,601
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,601
|
|
||||||||
Related party notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,338
|
)
|
|
—
|
|
|
—
|
|
|
(4,338
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(79
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,789
|
)
|
|
(17,789
|
)
|
||||||||
Balance, April 30, 2018
|
—
|
|
|
$
|
—
|
|
|
12,650
|
|
|
$
|
1
|
|
|
94,476
|
|
|
$
|
10
|
|
|
$
|
455,610
|
|
|
$
|
(5,619
|
)
|
|
$
|
392
|
|
|
$
|
(252,502
|
)
|
|
$
|
197,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||||
|
Convertible
|
|
Class A
|
|
Class B
|
|
Additional
|
|
Other
|
|
|
|
Total
|
|
|
|||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Common Stock
|
|
Paid-in
|
|
Comprehensive
|
|
Accumulated
|
|
Stockholders'
|
|
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income
|
|
Deficit
|
|
Equity
|
|
|
|||||||||||||||||||
Balance, January 31, 2019
|
—
|
|
|
$
|
—
|
|
|
77,119
|
|
|
$
|
8
|
|
|
32,575
|
|
|
$
|
3
|
|
|
$
|
488,776
|
|
|
$
|
481
|
|
|
$
|
(307,454
|
)
|
|
$
|
181,814
|
|
|
|
||
Conversion of Class B common stock to Class A common stock
|
—
|
|
|
—
|
|
|
7,909
|
|
|
—
|
|
|
(7,909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||
Issuance of common stock upon exercise of stock options, net of repurchases
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
1,247
|
|
|
—
|
|
|
4,846
|
|
|
—
|
|
|
—
|
|
|
4,846
|
|
|
|
|||||||||
Lapse of restrictions on common stock related to early exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|
|
|||||||||
RSU releases
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,959
|
|
|
—
|
|
|
—
|
|
|
7,959
|
|
|
|
|||||||||
Deferred offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,592
|
)
|
|
(20,592
|
)
|
|
|
|||||||||
Balance, April 30, 2019
|
—
|
|
|
$
|
—
|
|
|
85,097
|
|
|
$
|
8
|
|
|
25,964
|
|
|
$
|
3
|
|
|
$
|
501,824
|
|
|
$
|
430
|
|
|
$
|
(328,046
|
)
|
|
$
|
174,219
|
|
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
As Adjusted¹
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(20,592
|
)
|
|
$
|
(17,789
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,508
|
|
|
1,953
|
|
||
Stock-based compensation
|
7,959
|
|
|
4,601
|
|
||
Provision for doubtful accounts
|
1,344
|
|
|
1,195
|
|
||
Amortization of deferred commissions
|
2,306
|
|
|
1,817
|
|
||
Other
|
(511
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
4,453
|
|
|
3,181
|
|
||
Prepaid expenses and other current assets
|
(1,037
|
)
|
|
(2,113
|
)
|
||
Deferred commissions
|
(1,924
|
)
|
|
(2,874
|
)
|
||
Other assets
|
(1,440
|
)
|
|
(1,995
|
)
|
||
Accounts payable
|
4
|
|
|
1,030
|
|
||
Accrued expenses and other current liabilities
|
909
|
|
|
1,936
|
|
||
Accrued employee liabilities
|
3,638
|
|
|
(318
|
)
|
||
Deferred revenue
|
1,477
|
|
|
1,102
|
|
||
Other long-term liabilities
|
(1,256
|
)
|
|
448
|
|
||
Net cash used in operating activities
|
(2,162
|
)
|
|
(7,826
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,676
|
)
|
|
(1,764
|
)
|
||
Purchases of short-term investments
|
(67,705
|
)
|
|
—
|
|
||
Sales of short-term investments
|
3,496
|
|
|
—
|
|
||
Maturities of short-term investments
|
55,900
|
|
|
—
|
|
||
Net cash used in investing activities
|
(9,985
|
)
|
|
(1,764
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments under capital leases
|
—
|
|
|
(236
|
)
|
||
Proceeds from issuance of common stock upon exercise of stock options
|
4,846
|
|
|
5,749
|
|
||
Payments of offering costs
|
—
|
|
|
(1,892
|
)
|
||
Proceeds from initial public offering, net of underwriters’ discounts and commissions
|
—
|
|
|
164,703
|
|
||
Payments under related party notes receivable
|
—
|
|
|
(4,344
|
)
|
||
Repurchases of unvested common stock
|
(40
|
)
|
|
(6
|
)
|
||
Net cash provided by financing activities
|
4,806
|
|
|
163,974
|
|
||
Effect of exchange rates on cash and cash equivalents and restricted cash
|
(75
|
)
|
|
(78
|
)
|
||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(7,416
|
)
|
|
154,306
|
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
70,024
|
|
|
53,363
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
62,608
|
|
|
$
|
207,669
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Lapse in restrictions on early exercised common stock options
|
$
|
205
|
|
|
$
|
833
|
|
Property and equipment purchases accrued or in accounts payable
|
$
|
288
|
|
|
$
|
35
|
|
Deferred offering costs payable or accrued but not paid
|
$
|
—
|
|
|
$
|
2,181
|
|
Reconciliation of cash and cash equivalents and restricted cash within the unaudited condensed consolidated balance sheets to the amounts shown in the unaudited condensed consolidated statements of cash flows above:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,608
|
|
|
$
|
202,514
|
|
Restricted cash, current
|
—
|
|
|
220
|
|
||
Restricted cash, net of current portion
|
—
|
|
|
4,935
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
62,608
|
|
|
$
|
207,669
|
|
•
|
Removal of the limitation on contingent revenue, which can result in revenue for certain multi-element customer contracts being recognized differently during the contract term;
|
•
|
Allocation of discounts over the entire committed contract period, which have affected transactions where customer commitments increased or where discounts fluctuated over the contract term;
|
•
|
The treatment of revenue recognition related to on-premise term licenses. The Company has a limited number of on-premise term licenses. Under Topic 606, the Company recognizes the revenue on these licenses when the software is delivered to the customer, which is typically at the beginning of the contract term. In the past the Company recognized revenue for on-premise term licenses ratably over the contract term; and
|
•
|
Allocation between periods and between subscription revenues and professional services revenues driven by changes mandated by Topic 606 for the treatment of material rights.
|
◦
|
Identification of the contract, or contracts with a customer;
|
◦
|
Identification of the performance obligations in the contract;
|
◦
|
Determination of the transaction price;
|
◦
|
Allocation of the transaction price to the performance obligations in the contract; and
|
◦
|
Recognition of revenue when or as the Company satisfies the performance obligations.
|
|
January 31, 2019
|
||||||||||
|
As Reported Under ASC 605
|
|
Topic 606 Adjustment
|
|
As Adjusted Under ASC 606
|
||||||
Assets
|
|
|
|
|
|
||||||
Deferred commissions, current portion
|
$
|
—
|
|
|
$
|
8,616
|
|
|
$
|
8,616
|
|
Prepaid expenses and other current assets¹
|
10,414
|
|
|
4,218
|
|
|
14,632
|
|
|||
Deferred commissions, net of current portion
|
—
|
|
|
18,664
|
|
|
18,664
|
|
|||
Purchased intangibles, net
|
9,042
|
|
|
(1,646
|
)
|
|
7,396
|
|
|||
Goodwill
|
20,861
|
|
|
(3,229
|
)
|
|
17,632
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Deferred revenue, current portion
|
90,565
|
|
|
(3,781
|
)
|
|
86,784
|
|
|||
Deferred revenue, net of current portion
|
406
|
|
|
(294
|
)
|
|
112
|
|
|||
Deferred tax liabilities
|
—
|
|
|
1,877
|
|
|
1,877
|
|
|||
Equity
|
|
|
|
|
|
||||||
Accumulated deficit
|
(336,275
|
)
|
|
28,821
|
|
|
(307,454
|
)
|
|
Three Months Ended April 30, 2018
|
||||||||||
|
As Reported Under ASC 605
|
|
Topic 606 Adjustment
|
|
As Adjusted Under ASC 606
|
||||||
Revenue
|
|
|
|
|
|
||||||
Subscription
|
$
|
36,114
|
|
|
$
|
(225
|
)
|
|
$
|
35,889
|
|
Professional services
|
15,630
|
|
|
929
|
|
|
16,559
|
|
|||
Total revenues
|
51,744
|
|
|
704
|
|
|
52,448
|
|
|||
Gross profit
|
25,726
|
|
|
704
|
|
|
26,430
|
|
|||
Sales and marketing
|
22,837
|
|
|
(1,057
|
)
|
|
21,780
|
|
|||
Total operating expenses
|
44,310
|
|
|
(1,057
|
)
|
|
43,253
|
|
|||
Loss from operations
|
(18,584
|
)
|
|
1,761
|
|
|
(16,823
|
)
|
|||
Loss before income taxes
|
(19,257
|
)
|
|
1,761
|
|
|
(17,496
|
)
|
|||
Income tax provision
|
(190
|
)
|
|
(103
|
)
|
|
(293
|
)
|
|||
Net loss
|
$
|
(19,447
|
)
|
|
$
|
1,658
|
|
|
$
|
(17,789
|
)
|
Comprehensive loss
|
$
|
(19,526
|
)
|
|
$
|
1,658
|
|
|
$
|
(17,868
|
)
|
Net loss per share attributable to common shareholders, basic and diluted
|
$
|
(0.43
|
)
|
|
|
|
$
|
(0.40
|
)
|
||
Weighted-average common shares outstanding used in calculating net loss per share, basic and diluted
|
44,886
|
|
|
|
|
44,886
|
|
|
April 30, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. government securities
|
$
|
41,671
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
41,691
|
|
Corporate bonds
|
27,549
|
|
|
12
|
|
|
(1
|
)
|
|
27,560
|
|
||||
Commercial paper
|
47,447
|
|
|
—
|
|
|
—
|
|
|
47,447
|
|
||||
Total short-term investments
|
$
|
116,667
|
|
|
$
|
32
|
|
|
$
|
(1
|
)
|
|
$
|
116,698
|
|
|
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
|
|
April 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
51,943
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51,943
|
|
Commercial paper
|
—
|
|
|
3,499
|
|
|
—
|
|
|
3,499
|
|
||||
Total cash equivalents
|
$
|
51,943
|
|
|
$
|
3,499
|
|
|
$
|
—
|
|
|
$
|
55,442
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
$
|
—
|
|
|
$
|
41,691
|
|
|
$
|
—
|
|
|
$
|
41,691
|
|
Corporate bonds
|
—
|
|
|
27,560
|
|
|
—
|
|
|
27,560
|
|
||||
Commercial paper
|
—
|
|
|
47,447
|
|
|
—
|
|
|
47,447
|
|
||||
Total short-term investments
|
$
|
—
|
|
|
$
|
116,698
|
|
|
$
|
—
|
|
|
$
|
116,698
|
|
|
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
|
|
|
April 30,
2019 |
|
January 31, 2019
|
||||
|
|
|
As Adjusted
¹
|
||||
Contract assets
|
$
|
4,262
|
|
|
$
|
4,218
|
|
Prepaid software subscriptions
|
3,893
|
|
|
4,797
|
|
||
Prepaid rent
|
1,743
|
|
|
991
|
|
||
Prepaid insurance
|
1,070
|
|
|
790
|
|
||
Taxes
|
438
|
|
|
579
|
|
||
Prepaid hosting costs
|
202
|
|
|
1,251
|
|
||
Other
|
4,126
|
|
|
2,006
|
|
||
Total
|
$
|
15,734
|
|
|
$
|
14,632
|
|
|
April 30,
2019 |
|
January 31, 2019
|
||||
Servers
|
$
|
16,059
|
|
|
$
|
14,972
|
|
Computer equipment
|
10,455
|
|
|
10,109
|
|
||
Software
|
11,211
|
|
|
10,770
|
|
||
Leasehold improvements
|
5,082
|
|
|
5,010
|
|
||
Furniture and fixtures
|
2,518
|
|
|
2,523
|
|
||
Vehicles
|
110
|
|
|
109
|
|
||
|
45,435
|
|
|
43,493
|
|
||
Less accumulated depreciation and amortization
|
(25,860
|
)
|
|
(23,868
|
)
|
||
Total
|
$
|
19,575
|
|
|
$
|
19,625
|
|
|
April 30, 2019
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Developed technology
|
$
|
7,697
|
|
|
$
|
(4,331
|
)
|
|
$
|
3,366
|
|
Customer relationships
|
4,287
|
|
|
(1,421
|
)
|
|
2,866
|
|
|||
Trade names
|
909
|
|
|
(249
|
)
|
|
660
|
|
|||
Total
|
$
|
12,893
|
|
|
$
|
(6,001
|
)
|
|
$
|
6,892
|
|
|
January 31, 2019
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Developed technology
|
$
|
7,697
|
|
|
$
|
(4,045
|
)
|
|
$
|
3,652
|
|
Customer relationships (as adjusted)¹
|
4,287
|
|
|
(1,236
|
)
|
|
3,051
|
|
|||
Trade names
|
909
|
|
|
(216
|
)
|
|
693
|
|
|||
Total
|
$
|
12,893
|
|
|
$
|
(5,497
|
)
|
|
$
|
7,396
|
|
|
April 30,
2019 |
|
January 31,
2019 |
||||
Accrued goods and services taxes
|
$
|
3,063
|
|
|
$
|
3,098
|
|
Accrued outside services and consulting
|
2,095
|
|
|
2,089
|
|
||
Accrued taxes
|
1,718
|
|
|
1,651
|
|
||
Accrued hosting and third party license fees
|
1,298
|
|
|
1,073
|
|
||
Employee early exercised stock options
|
262
|
|
|
436
|
|
||
Other accrued expenses
|
5,542
|
|
|
5,863
|
|
||
Total
|
$
|
13,978
|
|
|
$
|
14,210
|
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
|
|
|
As Adjusted
¹
|
||||
United States
|
$
|
44,446
|
|
|
$
|
37,785
|
|
Others
|
19,663
|
|
|
14,663
|
|
||
Total
|
$
|
64,109
|
|
|
$
|
52,448
|
|
Percentage of revenue by geographic area:
|
|
|
|
||||
United States
|
69
|
%
|
|
72
|
%
|
||
Other
|
31
|
%
|
|
28
|
%
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
|
|
|
As Adjusted¹
|
||||
Loss before income taxes
|
$
|
20,348
|
|
|
$
|
17,496
|
|
Income tax provision
|
$
|
244
|
|
|
$
|
293
|
|
Effective tax rate
|
(1.2
|
)%
|
|
(1.7
|
)%
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain on Available-for-Sale Securities
|
|
Total
|
||||||
Balance, January 31, 2019
|
$
|
474
|
|
|
$
|
7
|
|
|
$
|
481
|
|
Foreign currency translation adjustment
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
|||
Unrealized gain on available-for-sale securities
|
—
|
|
|
24
|
|
|
24
|
|
|||
Balance, April 30, 2019
|
$
|
399
|
|
|
$
|
31
|
|
|
$
|
430
|
|
|
Shares
Subject To
Outstanding
Stock Options
|
|
Weighted
Average
Exercise
Price
|
|
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of January 31, 2019
|
14,784
|
|
|
$
|
4.81
|
|
|
7.41
|
|
$
|
249,119
|
|
Granted
|
136
|
|
|
23.64
|
|
|
|
|
|
|||
Exercised
|
(1,247
|
)
|
|
3.89
|
|
|
|
|
|
|
||
Forfeited
|
(316
|
)
|
|
5.49
|
|
|
|
|
|
|||
Balance as of April 30, 2019
|
13,357
|
|
|
5.07
|
|
|
7.34
|
|
227,939
|
|
||
Exercisable as of April 30, 2019
|
12,987
|
|
|
4.71
|
|
|
7.34
|
|
225,864
|
|
||
Vested and expected to vest as of April 30, 2019
|
12,925
|
|
|
4.99
|
|
|
7.30
|
|
221,533
|
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
Fair value of common stock
|
$
|
23.64
|
|
|
$
|
12.28
|
|
Expected volatility
|
39.0
|
%
|
|
39.2% - 40.9%
|
|
||
Expected term (years)
|
6.1
|
|
|
5.1 - 6.4
|
|
||
Risk-free interest rate
|
2.5
|
%
|
|
2.6% - 2.7%
|
|
||
Expected dividend yield
|
—
|
|
|
—
|
|
|
Number of RSU and Restricted Shares Outstanding
|
|
Weighted-Average Grant Date Fair Value
|
||
Balance as of January 31, 2019
|
3,063
|
|
|
13.89
|
|
Granted
|
332
|
|
|
23.64
|
|
Vested
|
(364
|
)
|
|
9.06
|
|
Forfeited
|
(63
|
)
|
|
17.83
|
|
Balance as of April 30, 2019
|
2,968
|
|
|
15.50
|
|
|
Three Months Ended April 30, 2018
|
||
Fair value of common stock
|
$
|
14.00
|
|
Expected volatility
|
24.6% - 29.9%
|
|
|
Expected term (in years)
|
0.7 - 2.2
|
|
|
Risk-free interest rate
|
2.0% - 2.4%
|
|
|
Expected dividend yield
|
—
|
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
Cost of subscription revenue
|
$
|
493
|
|
|
$
|
323
|
|
Cost of professional services revenue
|
1,359
|
|
|
1,031
|
|
||
Research and development
|
3,191
|
|
|
1,048
|
|
||
Sales and marketing
|
1,852
|
|
|
1,590
|
|
||
General and administrative
|
1,064
|
|
|
609
|
|
||
Total stock-based compensation expense
|
$
|
7,959
|
|
|
$
|
4,601
|
|
|
Operating Leases
|
||
Remainder of 2020
|
$
|
7,316
|
|
2021
|
8,545
|
|
|
2022
|
11,679
|
|
|
2023
|
11,649
|
|
|
2024
|
9,579
|
|
|
Thereafter
|
42,022
|
|
|
Total future lease commitments
|
$
|
90,790
|
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
||||||
Net loss
|
$
|
(20,592
|
)
|
|
$
|
(17,789
|
)
|
Denominator:
|
|
|
|
||||
Weighted-average common shares outstanding, basic and diluted
|
108,821
|
|
|
44,886
|
|
||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.19
|
)
|
|
$
|
(0.40
|
)
|
|
April 30,
|
||||
|
2019
|
|
2018
|
||
Issued and outstanding stock options
|
13,357
|
|
|
16,844
|
|
Unvested restricted stock issued and outstanding
|
1,023
|
|
|
1,967
|
|
Unvested RSUs issued and outstanding
|
1,946
|
|
|
828
|
|
Shares committed under ESPP
|
347
|
|
|
—
|
|
Total
|
16,673
|
|
|
19,639
|
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
|
|
|
As Adjusted
²
|
||||
Revenue:
|
|
|
|
||||
Subscription
|
$
|
47,311
|
|
|
$
|
35,889
|
|
Professional services
|
16,798
|
|
|
16,559
|
|
||
Total revenue
|
64,109
|
|
|
52,448
|
|
||
Cost of revenue:
|
|
|
|
||||
Subscription
¹
|
11,933
|
|
|
9,865
|
|
||
Professional services
¹
|
20,098
|
|
|
16,153
|
|
||
Total cost of revenue
|
32,031
|
|
|
26,018
|
|
||
Gross profit
|
32,078
|
|
|
26,430
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
¹
|
17,015
|
|
|
12,062
|
|
||
Sales and marketing
¹
|
25,501
|
|
|
21,780
|
|
||
General and administrative
¹
|
10,445
|
|
|
9,411
|
|
||
Total operating expenses
|
52,961
|
|
|
43,253
|
|
||
Loss from operations
|
(20,883
|
)
|
|
(16,823
|
)
|
||
Interest and other (expense) income, net
|
535
|
|
|
(673
|
)
|
||
Loss before income taxes
|
(20,348
|
)
|
|
(17,496
|
)
|
||
Income tax provision
|
(244
|
)
|
|
(293
|
)
|
||
Net loss
|
$
|
(20,592
|
)
|
|
$
|
(17,789
|
)
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
Cost of subscription revenue
|
$
|
493
|
|
|
$
|
323
|
|
Cost of professional services revenue
|
1,359
|
|
|
1,031
|
|
||
Research and development
|
3,191
|
|
|
1,048
|
|
||
Sales and marketing
|
1,852
|
|
|
1,590
|
|
||
General and administrative
|
1,064
|
|
|
609
|
|
||
Total stock-based compensation expense
|
$
|
7,959
|
|
|
$
|
4,601
|
|
|
Three Months Ended
April 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
47,311
|
|
|
$
|
35,889
|
|
|
$
|
11,422
|
|
|
32
|
%
|
Professional services
|
16,798
|
|
|
16,559
|
|
|
239
|
|
|
1
|
%
|
|||
Total revenue
|
$
|
64,109
|
|
|
$
|
52,448
|
|
|
$
|
11,661
|
|
|
22
|
%
|
Percentage of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
74
|
%
|
|
68
|
%
|
|
|
|
|
|||||
Professional services
|
26
|
|
|
32
|
|
|
|
|
|
|||||
Total revenue
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Three Months Ended
April 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
11,933
|
|
|
$
|
9,865
|
|
|
$
|
2,068
|
|
|
21
|
%
|
Professional services
|
20,098
|
|
|
16,153
|
|
|
3,945
|
|
|
24
|
%
|
|||
Total cost of revenue
|
$
|
32,031
|
|
|
$
|
26,018
|
|
|
$
|
6,013
|
|
|
23
|
%
|
Gross margin:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
75
|
%
|
|
73
|
%
|
|
|
|
|
|||||
Professional services
|
(20
|
)
|
|
2
|
|
|
|
|
|
|||||
Total gross margin
|
50
|
%
|
|
50
|
%
|
|
|
|
|
|
Three Months Ended
April 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Research and development
|
$
|
17,015
|
|
|
$
|
12,062
|
|
|
$
|
4,953
|
|
|
41
|
%
|
Percentage of total revenue
|
27
|
%
|
|
23
|
%
|
|
|
|
|
|
Three Months Ended
April 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Sales and marketing
|
$
|
25,501
|
|
|
$
|
21,780
|
|
|
$
|
3,721
|
|
|
17
|
%
|
Percentage of total revenue
|
40
|
%
|
|
42
|
%
|
|
|
|
|
|
Three Months Ended
April 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
General and administrative
|
$
|
10,445
|
|
|
$
|
9,411
|
|
|
$
|
1,034
|
|
|
11
|
%
|
Percentage of total revenue
|
16
|
%
|
|
18
|
%
|
|
|
|
|
|
Three Months Ended
April 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Interest and other income (expense), net
|
$
|
535
|
|
|
$
|
(673
|
)
|
|
$
|
1,208
|
|
|
(179
|
)%
|
|
Three Months Ended
April 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Income tax provision
|
$
|
(244
|
)
|
|
$
|
(293
|
)
|
|
$
|
49
|
|
|
(17
|
)%
|
|
Three Months Ended
April 30, |
||||||
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
$
|
(2,162
|
)
|
|
$
|
(7,826
|
)
|
Net cash used in investing activities
|
(9,985
|
)
|
|
(1,764
|
)
|
||
Net cash provided by financing activities
|
4,806
|
|
|
163,974
|
|
||
Effect of exchange rates on cash and cash equivalents and restricted cash
|
(75
|
)
|
|
(78
|
)
|
||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
$
|
(7,416
|
)
|
|
$
|
154,306
|
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Operating lease obligations¹
|
$
|
90,790
|
|
|
$
|
9,866
|
|
|
$
|
20,595
|
|
|
$
|
20,140
|
|
|
$
|
40,189
|
|
Debt principal and interest²
|
14,550
|
|
|
4,608
|
|
|
9,942
|
|
|
—
|
|
|
—
|
|
|||||
Other contractual obligations³
|
3,130
|
|
|
3,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
108,470
|
|
|
$
|
17,604
|
|
|
$
|
30,537
|
|
|
$
|
20,140
|
|
|
$
|
40,189
|
|
•
|
the number of companies shifting to subscription business models;
|
•
|
the number of consumers and businesses adopting new, flexible ways to consume products and services;
|
•
|
the security capabilities, reliability, and availability of cloud-based services;
|
•
|
customer concerns with entrusting a third party to store and manage their data, especially transaction-critical, confidential, or sensitive data;
|
•
|
our ability to minimize the time and resources required to deploy our solution;
|
•
|
our ability to maintain high levels of customer satisfaction;
|
•
|
our ability to deploy upgrades and other changes to our solution without disruption to our customers;
|
•
|
the level of customization or configuration we offer; and
|
•
|
the price, performance, and availability of competing products and services.
|
•
|
our ability to maintain and grow our customer base;
|
•
|
our ability to retain and increase revenue from existing customers;
|
•
|
our ability to introduce new products and services and enhance existing products and services;
|
•
|
our ability to integrate or implement our existing products and services on a timely basis or at all;
|
•
|
our ability to deploy our products successfully within our customers' information technology ecosystems;
|
•
|
our ability to enter into larger contracts;
|
•
|
increases or decreases in subscriptions to our platform;
|
•
|
our ability to sell to large enterprise customers;
|
•
|
the transaction volume that our customers processes through our system;
|
•
|
our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors;
|
•
|
the productivity of our sales force;
|
•
|
changes in the mix of products and services that our customers use;
|
•
|
the length and complexity of our sales cycles;
|
•
|
cost to develop and upgrade our solution to incorporate new technologies;
|
•
|
seasonal purchasing patterns of our customers;
|
•
|
impact of outages of our solution and reputational harm;
|
•
|
costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;
|
•
|
failures or breaches of security or privacy, and the costs associated with responding to and addressing any such failures or breaches;
|
•
|
foreign exchange fluctuations;
|
•
|
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;
|
•
|
the impact of changes to financial accounting standards, such as ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 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
;
|
•
|
general economic and political conditions and government regulations in the countries where we currently operate or plan to expand;
|
•
|
decisions by us to incur additional expenses, such as increases in sales and marketing or research and development;
|
•
|
the timing of stock-based compensation expense; and
|
•
|
potential costs to attract, onboard, retain, and motivate qualified personnel.
|
•
|
providers of traditional ERP software, such as Oracle Corporation and SAP AG;
|
•
|
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;
|
•
|
telecommunications billing systems and other niche systems, such as Amdocs Limited; and
|
•
|
in-house custom systems.
|
•
|
recruiting and retaining talented and capable employees in foreign countries;
|
•
|
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;
|
•
|
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;
|
•
|
longer sales cycles in some countries;
|
•
|
increased third-party costs relating to data centers outside of the United States;
|
•
|
generally longer payment cycles and greater difficulty in collecting accounts receivable;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
weaker privacy and intellectual property protection in some countries, including China and India;
|
•
|
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);
|
•
|
currency exchange rate fluctuations;
|
•
|
tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other trade barriers or protection measures;
|
•
|
foreign exchange controls that might prevent us from repatriating cash earned outside the United States;
|
•
|
economic or political instability in countries where we may operate;
|
•
|
corporate espionage;
|
•
|
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;
|
•
|
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;
|
•
|
increased costs to establish and maintain effective controls at foreign locations; and
|
•
|
overall higher costs of doing business internationally.
|
•
|
discontinues or limits access to its APIs by us;
|
•
|
terminates or does not allow us to renew or replace our contractual relationship;
|
•
|
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;
|
•
|
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
|
•
|
otherwise develops its own competitive offerings.
|
•
|
issue additional equity securities that would dilute our stockholders;
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
incur debt on terms unfavorable to us or that we are unable to repay;
|
•
|
incur large charges or substantial liabilities;
|
•
|
encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and
|
•
|
become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.
|
•
|
use our accounts receivable, inventory, trademarks, and most of our other assets as security in other borrowings or transactions;
|
•
|
incur additional indebtedness;
|
•
|
sell certain assets;
|
•
|
declare dividends or make certain distributions; and
|
•
|
undergo a merger or consolidation or other transactions.
|
•
|
overall performance of the equity markets;
|
•
|
actual or anticipated fluctuations in our revenue and other operating results;
|
•
|
changes in the financial projections we may provide to the public or our failure to meet these projections;
|
•
|
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;
|
•
|
recruitment or departure of key personnel;
|
•
|
the economy as a whole and market conditions in our industry;
|
•
|
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;
|
•
|
growth of the Subscription Economy;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
announcements by us or our competitors of new products, commercial relationships, or significant technical innovations;
|
•
|
acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
lawsuits threatened or filed against us, litigation involving our industry, or both;
|
•
|
developments or disputes concerning our or other parties’ products, services, or intellectual property rights;
|
•
|
changes in accounting standards, policies, guidelines, interpretations, or principles;
|
•
|
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;
|
•
|
the expiration of contractual lock-up or market stand-off agreements; and
|
•
|
sales of shares of our Class A common stock by us or our stockholders.
|
•
|
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;
|
•
|
a shift in billing frequency (i.e. from monthly to quarterly or from quarterly to annually), which may distort trends;
|
•
|
subscriptions that have deferred start dates; and
|
•
|
services that are invoiced upon delivery.
|
•
|
provide that our board of directors will be classified into three classes of directors with staggered three-year terms;
|
•
|
permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
|
•
|
require supermajority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
|
•
|
authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
|
•
|
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;
|
•
|
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;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and
|
•
|
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.
|
Exhibit
Number
|
|
|
Incorporated By Reference
|
|
Filed or
Furnished
Herewith
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
||
10.1
|
|
8-K
|
|
001-38451
|
|
10.1
|
|
3/21/2019
|
|
|
|
10.2*
|
|
|
|
|
|
|
|
|
|
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: June 11, 2019
|
|
By:
|
|
/s/ Tyler Sloat
|
|
|
|
|
Tyler Sloat
|
|
|
|
|
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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: June 11, 2019
|
/s/ Tien Tzuo
|
|
|
Tien Tzuo
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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: June 11, 2019
|
/s/ Tyler Sloat
|
|
|
Tyler Sloat
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended
April 30, 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
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: June 11, 2019
|
/s/ Tien Tzuo
|
|
|
Tien Tzuo
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended
April 30, 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
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: June 11, 2019
|
/s/ Tyler Sloat
|
|
|
Tyler Sloat
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|