Zuora(ZUO) - 2023 Q4 - Annual Report

markdown PART I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Zuora, Inc. provides a cloud-based subscription management platform designed to help companies monetize new services and manage recurring revenue models... - Zuora offers a cloud-based **subscription management platform** that automates quote-to-cash and revenue recognition, enabling dynamic recurring revenue models for businesses across diverse industries[25](index=25&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - The company's vision is **'The World Subscribed'**, aiming to provide technology for customer-centric, recurring revenue businesses[28](index=28&type=chunk) - Key products include **Zuora Platform**, **Zuora Billing**, **Zuora Revenue**, **Zuora Collect**, and **Zephr**, which collectively support subscription orchestration, billing, revenue recognition, payment optimization, and digital subscriber experience[29](index=29&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - Growth strategy focuses on **acquiring new enterprise customers**, **expanding existing customer relationships** through increased transaction volume and cross-sells, **entering new vertical markets**, and **leveraging global system integrators**[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) Customers with ACV ≥ $100,000 | As of January 31, | 2023 | 2022 | 2021 | | :---------------- | :--- | :--- | :--- | | Customers | 773 | 747 | 676 | - The market for subscription management is **highly competitive**, with competitors including traditional ERP providers (Oracle, SAP), CRM applications (Salesforce), niche billing systems (Amdocs), payment platforms, and in-house solutions[62](index=62&type=chunk) - As of January 31, 2023, Zuora had **1,549 employees**, with **53% located outside the United States**, primarily in Asia, Europe, and Australia[65](index=65&type=chunk) - The company relies on **patents (33 issued, 34 pending)**, **copyrights**, **trademarks** (e.g., Zuora, Subscription Economy, Zephr), **trade secrets**, and confidentiality agreements to protect its intellectual property[76](index=76&type=chunk) [Overview](index=6&type=section&id=Overview) Provides a general overview of the company's operations and strategic direction [Business Benefits of Using Our Solution](index=6&type=section&id=Business%20Benefits%20of%20Using%20Our%20Solution) Highlights the advantages and value proposition of the company's subscription management platform [Products](index=7&type=section&id=Products) Details the core products and services offered by the company [Competitive Strengths](index=8&type=section&id=Competitive%20Strengths) Outlines the key advantages that differentiate the company in the market [Growth Strategy](index=8&type=section&id=Growth%20Strategy) Describes the company's plans for expanding its customer base and market presence [Our Customers](index=9&type=section&id=Our%20Customers) Provides insights into the company's customer base and target markets [Sales and Marketing](index=9&type=section&id=Sales%20and%20Marketing) Explains the strategies and activities used to promote and sell the company's solutions [Competition](index=9&type=section&id=Competition) Analyzes the competitive landscape and the company's position within it [Human Capital](index=10&type=section&id=Human%20Capital) Discusses the company's workforce, talent management, and employee-related information [Intellectual Property](index=12&type=section&id=Intellectual%20Property) Describes the company's efforts to protect its proprietary technologies and brands [Compliance with Government Regulations](index=12&type=section&id=Compliance%20with%20Government%20Regulations) Addresses adherence to relevant laws and regulatory requirements [Corporate Information](index=12&type=section&id=Corporate%20Information) Provides general corporate details and organizational structure information [Available Information](index=12&type=section&id=Available%20Information) Indicates where additional company information can be accessed [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) Zuora faces significant risks including slower revenue growth due to inability to attract and retain customers, economic uncertainty, and ineffective growth management... - Inability to attract new customers and retain/expand sales to existing customers could **slow revenue growth**, exacerbated by longer sales cycles and reduced spending due to macroeconomic conditions[96](index=96&type=chunk)[98](index=98&type=chunk) - Current and future **economic uncertainty**, including recession, inflation, and rising interest rates, along with global banking system instability, may **limit business growth** and **negatively affect operating results**[101](index=101&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk)[231](index=231&type=chunk) - The company has a history of **net losses ($198.0 million in fiscal 2023)** and anticipates increasing operating expenses, making **sustained profitability uncertain**[116](index=116&type=chunk) - Reliance on a **limited number of products** (Zuora Platform, Billing, Revenue, Collect, Zephr) means failure to gain or maintain market acceptance for these products would **significantly harm the business**[115](index=115&type=chunk) - International operations, which generated approximately **35% of total revenue in fiscal 2023**, expose the company to risks such as **currency fluctuations**, compliance with diverse laws, and **political instability**[142](index=142&type=chunk)[143](index=143&type=chunk) - **Security breaches** or unauthorized access to customer/employee data, or perceived insecurity of the solution, could lead to **loss of customers**, **reputational damage**, regulatory investigations, and **significant liabilities**[153](index=153&type=chunk)[154](index=154&type=chunk)[156](index=156&type=chunk) - The **dual-class common stock structure** (Class B has **10 votes per share**) **concentrates voting control** with holders of Class B common stock, including the CEO, limiting other stockholders' influence on corporate matters[215](index=215&type=chunk) - In March 2023, Zuora agreed to a **$75.0 million settlement** for a federal securities class action litigation, which was accrued as of January 31, 2023, with approximately **$6.6 million expected from insurance**[187](index=187&type=chunk)[317](index=317&type=chunk)[538](index=538&type=chunk) [Risk Factors Summary](index=13&type=section&id=Risk%20Factors%20Summary) Summarizes the principal risks and uncertainties affecting the company's business [Risks Related to Our Business and Industry](index=15&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Details specific risks associated with the company's operations and market sector [Risks Related to Information Technology, Intellectual Property, and Data Security and Privacy](index=29&type=section&id=Risks%20Related%20to%20Information%20Technology%2C%20Intellectual%20Property%2C%20and%20Data%20Security%20and%20Privacy) Addresses risks concerning technology, data protection, and intellectual property [Risks Related to Legal, Regulatory, Accounting, and Tax Matters](index=35&type=section&id=Risks%20Related%20to%20Legal%2C%20Regulatory%2C%20Accounting%2C%20and%20Tax%20Matters) Covers risks arising from legal, regulatory, and financial compliance issues [Risks Related to Ownership of Our Class A Common Stock](index=39&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) Outlines risks pertinent to holding the company's Class A common stock [General Risk Factors](index=43&type=section&id=General%20Risk%20Factors) Presents broad risks that could impact the company's overall performance [Item 1B. Unresolved Staff Comments](index=46&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report [Item 2. Properties](index=46&type=section&id=Item%202.%20Properties) Zuora's corporate headquarters are in Redwood City, California, occupying approximately 50,000 square feet. The company also leases facilities globally and believes current spaces are adequate for near-term needs, with additional space available for future growth - Corporate headquarters are in **Redwood City, California**, utilizing approximately **50,000 square feet** of office space[246](index=246&type=chunk) - The company leases facilities in other U.S. and international locations, believing current space is adequate for near-term needs and that suitable additional space will be available for future growth[246](index=246&type=chunk) [Item 3. Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 13. Commitments and Contingencies in the financial statements - Legal proceedings information is detailed in **Note 13. Commitments and Contingencies**[247](index=247&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Zuora, Inc PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Zuora's Class A common stock trades on the NYSE under 'ZUO' since April 2018, while Class B common stock has no public market. As of February 28, 2023, there were 82 record holders for Class A and 48 for Class B. The company has never paid cash dividends and does not expect to in the foreseeable future, prioritizing earnings for business development. The performance graph shows the cumulative total return of Zuora's Class A common stock against major indices from April 2018 to January 2023 - Class A common stock trades on the **NYSE under 'ZUO'** since **April 12, 2018**; Class B common stock has **no public trading market**[251](index=251&type=chunk) Shares Outstanding and Holders of Record (as of Feb 28, 2023) | Class | Shares Outstanding (millions) | Holders of Record | | :---------------- | :---------------------------- | :---------------- | | Class A Common Stock | 127.4 | 82 | | Class B Common Stock | 8.1 | 48 | - The company has **never declared or paid cash dividends** and does not expect to in the foreseeable future, intending to **retain earnings for business development** and general corporate purposes[218](index=218&type=chunk)[253](index=253&type=chunk) Cumulative Total Return ($100 Initial Investment) | Company/Index | April 12, 2018 | Jan 31, 2019 | Jan 31, 2020 | Jan 31, 2021 | Jan 31, 2022 | Jan 31, 2023 | | :---------------------------- | :------------- | :----------- | :----------- | :----------- | :----------- | :----------- | | Zuora | $100 | $108.20 | $73.75 | $73.75 | $83.15 | $39.60 | | S&P 500 Index | $100 | $103.08 | $125.44 | $147.07 | $181.33 | $166.43 | | NASDAQ Composite | $100 | $102.83 | $130.63 | $188.22 | $206.38 | $169.34 | | S&P 500 Information Technology Index | $100 | $101.26 | $147.92 | $202.85 | $256.45 | $216.20 | [Market Information for Common Stock](index=47&type=section&id=Market%20Information%20for%20Common%20Stock) Provides details on the trading market for the company's common stock [Holders of Record](index=47&type=section&id=Holders%20of%20Record) Lists the number of record holders for the company's common stock [Dividend Policy](index=47&type=section&id=Dividend%20Policy) States the company's policy regarding dividend payments to shareholders [Performance Graph](index=47&type=section&id=Performance%20Graph) Compares the cumulative total return of the company's stock against market indices [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports on equity securities sold without registration and how proceeds were utilized [Issuer Purchases of Equity Securities](index=48&type=section&id=Issuer%20Purchases%20of%20Equity%20Securities) Details any repurchases of the company's own equity securities [Item 6. [Reserved]](index=48&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Zuora's financial performance in fiscal 2023 showed an 18% increase in subscription revenue and 14% in total revenue, reaching $338.4 million and $396.1 million respectively. However, the company reported a net loss of $198.0 million, significantly higher than the previous year, partly due to a $75.0 million litigation settlement accrual and increased operating expenses. Key operational metrics like dollar-based retention rate decreased to 108%, while Annual Recurring Revenue (ARR) grew 16% to $365.0 million. The company continues to invest in its platform and workforce, while managing macroeconomic uncertainties and foreign currency headwinds Fiscal 2023 Financial Performance Summary (YoY Change) | Metric | FY2023 (GAAP) | FY2022 (GAAP) | Change ($M) | Change (%) | | :--------------------- | :----------------- | :----------------- | :---------- | :--------- | | Subscription Revenue | $338.4 million | $287.7 million | $50.6 | 18% | | Total Revenue | $396.1 million | $346.7 million | $49.3 | 14% | | Total Cost of Revenue | $153.2 million | $140.1 million | $13.1 | 9% | | Loss from Operations | $(187.5) million | $(96.2) million | $(91.3) | 95% | | Net Loss | $(198.0) million | $(99.4) million | $(98.6) | 99% | Key Operational Metrics (as of Jan 31) | Metric | 2023 | 2022 | YoY Growth (2023) | | :----------------------------------------- | :---- | :---- | :---------------- | | Customers with ACV ≥ $100,000 | 773 | 747 | 3% | | Dollar-based retention rate | 108% | 110% | -2% | | Annual Recurring Revenue (ARR) | $365.0M | $313.9M | 16% | - Subscription revenue growth was primarily driven by an **increase in the customer base**, including new and existing customers, contributing approximately **$20.7 million from new customers**[307](index=307&type=chunk) - Professional services revenue **decreased by 2%** due to a **strategic shift towards leveraging systems integrator partners** for implementation work, focusing on recurring subscription revenue[308](index=308&type=chunk) - Operating expenses increased significantly, with **Sales and Marketing up 21% to $173.9 million**, **Research and Development up 23% to $102.6 million**, and **General and Administrative up 3% to $78.9 million**[314](index=314&type=chunk)[315](index=315&type=chunk)[316](index=316&type=chunk) - A **$75.0 million litigation settlement accrual** was recorded in fiscal 2023 for a federal securities class action, with **$6.6 million expected to be covered by insurance**[317](index=317&type=chunk)[538](index=538&type=chunk) Free Cash Flow (in thousands) | Metric | FY2023 | FY2022 | | :---------------------------------------- | :---------- | :---------- | | Net cash (used in) provided by operating activities | $(20,644) | $18,686 | | Less: Purchases of property and equipment, net of insurance recoveries | $(10,634) | $(8,432) | | Free cash flow | $(31,278) | $10,254 | - Net cash used in operating activities **increased by $39.3 million in fiscal 2023**, primarily due to **interest paid on convertible notes**, **workforce reduction charges**, acquisition-related expenses, and **lower billings**[330](index=330&type=chunk) - In March 2022, Zuora issued **$250.0 million in convertible senior unsecured notes** and warrants to Silver Lake, with an agreement to issue an **additional $150.0 million in September 2023**, to fund future growth[269](index=269&type=chunk)[324](index=324&type=chunk)[463](index=463&type=chunk) - The company **acquired Zephr**, a digital subscriber experience platform, in **September 2022 for $47.9 million**, including cash payments and contingent consideration[269](index=269&type=chunk)[332](index=332&type=chunk)[527](index=527&type=chunk)[528](index=528&type=chunk) [Overview](index=49&type=section&id=Overview) Provides an executive summary of the company's financial condition and results of operations [Key Operational and Financial Metrics](index=50&type=section&id=Key%20Operational%20and%20Financial%20Metrics) Highlights the essential performance indicators used to evaluate the business [Components of Our Results of Operations](index=51&type=section&id=Components%20of%20Our%20Results%20of%20Operations) Explains the various revenue and expense categories contributing to financial results [Results of Operations](index=53&type=section&id=Results%20of%20Operations) Presents a detailed analysis of the company's financial performance [Non-GAAP Financial Measures](index=54&type=section&id=Non-GAAP%20Financial%20Measures) Discusses financial metrics not prepared in accordance with GAAP and their reconciliation [Comparison of the Fiscal Years Ended January 31, 2023 and 2022](index=59&type=section&id=Comparison%20of%20the%20Fiscal%20Years%20Ended%20January%2031%2C%202023%20and%202022) Compares financial performance between the specified fiscal years [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's ability to meet short-term and long-term financial obligations [Critical Accounting Estimates](index=63&type=section&id=Critical%20Accounting%20Estimates) Identifies accounting estimates that require significant judgment and could impact financial results [Recent Accounting Pronouncements—Adopted in Fiscal 2023](index=64&type=section&id=Recent%20Accounting%20Pronouncements%E2%80%94Adopted%20in%20Fiscal%202023) Summarizes new accounting standards adopted during the fiscal year 2023 [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Zuora is exposed to market risks from foreign currency exchange rate fluctuations and interest rates. While a hypothetical 10% change in foreign currency rates or interest rates would not have a material impact on historical financial statements or operating results, the company monitors these risks. Currently, no derivative or hedging transactions are in place, but this approach may be reassessed as international operations grow - The company is exposed to market risks from fluctuations in **foreign currency exchange rates** (USD, EUR, GBP, JPY) and **interest rates**[347](index=347&type=chunk)[348](index=348&type=chunk)[349](index=349&type=chunk) - A hypothetical 10% change in foreign currency exchange rates or interest rates would **not have a material impact** on historical consolidated financial statements or operating results for fiscal years 2023 and 2022[348](index=348&type=chunk)[351](index=351&type=chunk) - Zuora **does not currently hedge** its exposure to foreign currency exchange risks but may do so in the future if international operations become more significant[107](index=107&type=chunk)[348](index=348&type=chunk) [Foreign Currency Exchange Risk](index=65&type=section&id=Foreign%20Currency%20Exchange%20Risk) Analyzes the company's exposure to fluctuations in foreign currency exchange rates [Interest Rate Risk](index=65&type=section&id=Interest%20Rate%20Risk) Examines the company's sensitivity to changes in interest rates [Item 8. Financial Statements and Supplementary Data](index=66&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Zuora's audited consolidated financial statements, including balance sheets, statements of comprehensive loss, stockholders' equity, and cash flows for the fiscal years ended January 31, 2023, 2022, and 2021. It also includes the Report of Independent Registered Public Accounting Firm and detailed notes on significant accounting policies, investments, fair value measurements, debt, commitments, income taxes, and recent acquisitions like Zephr - The **consolidated financial statements** include the balance sheets, statements of comprehensive loss, stockholders' equity, and cash flows for the fiscal years ended January 31, 2023, 2022, and 2021[354](index=354&type=chunk)[357](index=357&type=chunk) - KPMG LLP provided an **unqualified opinion** on the **consolidated financial statements** and the **effectiveness of internal control over financial reporting** as of January 31, 2023[357](index=357&type=chunk)[358](index=358&type=chunk) - A **critical audit matter** identified was the evaluation of **standalone-selling prices (SSPs)** for subscription and professional services, requiring **significant subjective auditor judgment**[366](index=366&type=chunk)[367](index=367&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Metric | Jan 31, 2023 | Jan 31, 2022 | | :--------------------------- | :----------- | :----------- | | Total Assets | $668,598 | $441,252 | | Total Liabilities | $571,438 | $270,645 | | Total Stockholders' Equity | $97,160 | $170,607 | Consolidated Statements of Comprehensive Loss Highlights (in thousands) | Metric | FY2023 | FY2022 | FY2021 | | :--------------------------- | :----------- | :----------- | :----------- | | Total Revenue | $396,087 | $346,738 | $305,420 | | Gross Profit | $242,858 | $206,632 | $174,650 | | Loss from Operations | $(187,455) | $(96,176) | $(73,862) | | Net Loss | $(197,970) | $(99,425) | $(73,174) | | Net Loss per Share (Basic & Diluted) | $(1.51) | $(0.80) | $(0.62) | Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | FY2023 | FY2022 | FY2021 | | :---------------------------------------- | :----------- | :----------- | :----------- | | Net cash (used in) provided by operating activities | $(20,644) | $18,686 | $11,286 | | Net cash used in investing activities | $(131,074) | $(20,099) | $12,872 | | Net cash provided by financing activities | $241,911 | $21,483 | $14,981 | | Net increase in cash and cash equivalents | $89,732 | $19,397 | $39,835 | - As of January 31, 2023, Zuora had U.S. federal and state **net operating loss carryforwards** of approximately **$523.5 million** and **$349.7 million**, respectively, subject to certain limitations[498](index=498&type=chunk) - **Unrecognized compensation costs** for unvested equity awards totaled **$191.1 million** as of January 31, 2023, with a weighted-average remaining recognition period of 1.2 to 2.2 years[520](index=520&type=chunk) [Report of Independent Registered Public Accounting Firm](index=67&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Presents the auditor's opinion on the consolidated financial statements and internal controls [Consolidated Balance Sheets](index=69&type=section&id=Consolidated%20Balance%20Sheets) Provides a snapshot of the company's assets, liabilities, and equity at specific dates [Consolidated Statements of Comprehensive Loss](index=70&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) Details the company's revenues, expenses, and net loss over a period [Consolidated Statements of Stockholders' Equity](index=71&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) Shows changes in the equity section of the balance sheet over time [Consolidated Statements of Cash Flows](index=72&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Reports on the cash generated and used by operating, investing, and financing activities [Notes to Consolidated Financial Statements](index=73&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and additional information supporting the financial statements [Note 1. Overview and Basis of Presentation](index=73&type=section&id=Note%201.%20Overview%20and%20Basis%20of%20Presentation) Provides an introduction to the financial statements and the basis of their preparation [Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements](index=74&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies%20and%20Recent%20Accounting%20Pronouncements) Details the key accounting principles and recent changes adopted by the company [Note 3. Investments](index=81&type=section&id=Note%203.%20Investments) Describes the company's investment portfolio and related accounting treatments [Note 4. Fair Value Measurements](index=82&type=section&id=Note%204.%20Fair%20Value%20Measurements) Explains the methodologies used for fair value measurements of financial instruments [Note 5. Prepaid Expenses and Other Current Assets](index=83&type=section&id=Note%205.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Details the components of prepaid expenses and other current assets [Note and Equipment, Net](index=84&type=section&id=Note%206.%20Property%20and%20Equipment%2C%20Net) Provides information on the company's property and equipment, net of depreciation [Note 7. Intangible Assets and Goodwill](index=85&type=section&id=Note%207.%20Intangible%20Assets%20and%20Goodwill) Details the company's intangible assets and goodwill, including impairment considerations [Note 8. Accrued Expenses and Other Current Liabilities](index=86&type=section&id=Note%208.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) Outlines the components of accrued expenses and other short-term liabilities [Note 9. Debt](index=86&type=section&id=Note%209.%20Debt) Describes the company's debt obligations and related terms [Note 10. Deferred Revenue and Performance Obligations](index=88&type=section&id=Note%2010.%20Deferred%20Revenue%20and%20Performance%20Obligations) Explains the accounting for deferred revenue and performance obligations [Note 11. Geographical Information](index=88&type=section&id=Note%2011.%20Geographical%20Information) Provides financial data segmented by geographical regions [Note 12. Leases](index=88&type=section&id=Note%2012.%20Leases) Details the company's lease arrangements and related accounting [Note 13. Commitments and Contingencies](index=90&type=section&id=Note%2013.%20Commitments%20and%20Contingencies) Outlines the company's contractual commitments and potential contingent liabilities [Note 14. Income Taxes](index=93&type=section&id=Note%2014.%20Income%20Taxes) Explains the company's income tax provisions, deferred taxes, and tax loss carryforwards [Note 15. Stockholders' Equity](index=95&type=section&id=Note%2015.%20Stockholders%27%20Equity) Details the components of stockholders' equity, including common stock and accumulated deficit [Note 16. Employee Stock Plans](index=96&type=section&id=Note%2016.%20Employee%20Stock%20Plans) Describes the company's equity compensation plans for employees [Note 17. Warrants to Purchase Shares of Common Stock](index=99&type=section&id=Note%2017.%20Warrants%20to%20Purchase%20Shares%20of%20Common%20Stock) Provides information on outstanding warrants for common stock [Note 18. Net Loss Per Share](index=99&type=section&id=Note%2018.%20Net%20Loss%20Per%20Share) Explains the calculation of net loss per share, both basic and diluted [Note 19. Zephr Acquisition](index=100&type=section&id=Note%2019.%20Zephr%20Acquisition) Details the financial aspects and impact of the Zephr acquisition [Note 20. Subsequent Events](index=102&type=section&id=Note%2020.%20Subsequent%20Events) Reports significant events that occurred after the balance sheet date [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=103&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There are no changes in or disagreements with accountants on accounting and financial disclosure to report [Item 9A. Controls and Procedures](index=103&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that Zuora's disclosure controls and procedures were effective as of January 31, 2023, providing reasonable assurance for timely and accurate financial reporting. The internal control over financial reporting was also deemed effective, as attested by KPMG LLP. No material changes in internal control over financial reporting occurred during the last fiscal quarter - As of January 31, 2023, management concluded that **disclosure controls and procedures were effective** to provide **reasonable assurance for timely and accurate financial reporting**[543](index=543&type=chunk) - **Internal control over financial reporting was also deemed effective** as of January 31, 2023, with an audit opinion from KPMG LLP[544](index=544&type=chunk) - **No material changes in internal control over financial reporting occurred** during the three months ended January 31, 2023[545](index=545&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=103&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Assesses the effectiveness of controls ensuring timely and accurate financial disclosures [Management's Report on Internal Control Over Financial Reporting](index=103&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) Presents management's assessment of the effectiveness of internal controls over financial reporting [Changes in Internal Control Over Financial Reporting](index=103&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Reports any material changes in the company's internal control over financial reporting [Inherent Limitations on Effectiveness of Controls](index=103&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls) Acknowledges the intrinsic limitations that may affect the effectiveness of internal controls [Item 9B. Other Information](index=103&type=section&id=Item%209B.%20Other%20Information) This item is not applicable and contains no other information [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=103&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable and contains no disclosure regarding foreign jurisdictions that prevent inspections PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=104&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Stockholders - Information is incorporated by reference from the Proxy Statement relating to the 2023 Annual Meeting of Stockholders[551](index=551&type=chunk) [Item 11. Executive Compensation](index=104&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Stockholders - Information is incorporated by reference from the Proxy Statement relating to the 2023 Annual Meeting of Stockholders[552](index=552&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=104&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Stockholders - Information is incorporated by reference from the Proxy Statement relating to the 2023 Annual Meeting of Stockholders[553](index=553&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=104&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Stockholders - Information is incorporated by reference from the Proxy Statement relating to the 2023 Annual Meeting of Stockholders[554](index=554&type=chunk) [Item 14. Principal Accounting Fees and Services](index=104&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Stockholders - Information is incorporated by reference from the Proxy Statement relating to the 2023 Annual Meeting of Stockholders[555](index=555&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=105&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of this Form 10-K. It includes the consolidated financial statements, a description of the registrant's securities, and various agreements such as the Indenture for convertible notes, form of warrant, and equity incentive plans. Certifications by the CEO and CFO are also included as exhibits - The **consolidated financial statements** are listed in the 'Index to Consolidated Financial Statements' under Part II, Item 8[558](index=558&type=chunk) - Exhibits include the **Restated Certificate of Incorporation**, **Amended and Restated Bylaws**, **Indenture for 3.95% / 5.50% Convertible Senior PIK Notes Due 2029**, **Form of Warrant**, and various **equity incentive plans**[559](index=559&type=chunk) - **Certifications of the Chief Executive Officer and Chief Financial Officer** pursuant to 18 U.S.C. Section 1350 are furnished as Exhibits 32.1 and 32.2[560](index=560&type=chunk)[562](index=562&type=chunk) [Item 16. Form 10-K Summary](index=107&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable and contains no summary