Net Loss Per Share

12 Months Ended

Jan. 31, 2021

Note 17. Net Loss Per Share

We calculate our basic and diluted net loss per share in conformity with the two-class method required for companies with participating securities. Under the two-class method, basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, less shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, restricted stock units, shares issuable pursuant to our ESPP, and shares subject to repurchase from early exercised options and unvested restricted stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is antidilutive.

The rights, including the liquidation and dividend rights, of the holders of our Class A and Class B common stock are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. We did not present dilutive net loss per share on an as-if converted basis because the impact was not dilutive.

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


	Fiscal Year Ended January 31,
	2021		2020		2019
Numerator:
Net loss	$	(73,174)	$	(83,394)	$	(72,741)
Denominator:
Weighted-average common shares outstanding, basic and diluted	117,598		111,122		91,267
Net loss per share, basic and diluted	$	(0.62)	$	(0.75)	$	(0.80)

Since Zuora was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):


	As of January 31,
	2021	2020	2019
Issued and outstanding stock options	11,812	13,701	14,784
Unvested RSUs and restricted stock issued and outstanding	8,278	5,029	3,078
Shares committed under ESPP	139	116	141
Total	20,229	18,846	18,003