EX-99.1 2 a20240731q2earningsrelease.htm EX-99.1 Document


Exhibit 99.1

Zuora Reports Second Quarter Fiscal 2025 Results
Subscription revenue grew 9% year-over-year
GAAP operating margin increased 8 percentage points year-over-year
Non-GAAP operating margin increased 13 percentage points year-over-year
Operating cash flow increased to $11.4 million compared to $5.4 million last year
Adjusted free cash flow increased to $12.2 million compared to $4.0 million last year
Redwood City, Calif. – August 21, 2024 – Zuora, Inc. (NYSE: ZUO), a leading monetization suite for modern business, today announced financial results for its fiscal second quarter ended July 31, 2024.
“I’m proud of our ZEOs for delivering a solid second quarter,” said Tien Tzuo, Founder and CEO at Zuora. “From our install base to the analyst community, we continue to be recognized for our market leadership. When enterprise organizations want to win with a Total Monetization strategy, they come to us for our mission-critical technology.”
“In the second quarter, we reached our goal to operate at a Rule of 30 two quarters ahead of plan,” said Todd McElhatton, Chief Financial Officer at Zuora. “We remain committed to margin expansion and profitability as we navigate this challenging market.”

Second Quarter Fiscal 2025 Financial Results:
•Revenue: Subscription revenue was $104.1 million, an increase of 9% year-over-year. Total revenue was $115.4 million, an increase of 7% year-over-year.
•GAAP Loss from Operations: GAAP loss from operations was $9.7 million, compared to a loss from operations of $18.2 million in the second quarter of fiscal 2024.
•Non-GAAP Income from Operations: Non-GAAP income from operations was $25.6 million, compared to non-GAAP income from operations of $9.6 million in the second quarter of fiscal 2024.
•GAAP Net Loss: GAAP net loss was $7.2 million, or 6% of revenue, compared to a net loss of $22.6 million, or 21% of revenue, in the second quarter of fiscal 2024. GAAP net loss per share was $0.05 based on 149.4 million weighted-average shares outstanding, compared to a net loss per share of $0.16 based on 138.6 million weighted-average shares outstanding in the second quarter of fiscal 2024.
•Non-GAAP Net Income: Non-GAAP net income was $29.1 million, compared to non-GAAP net income of $10.0 million in the second quarter of fiscal 2024. Non-GAAP net income per share was $0.19 based on 149.4 million weighted-average shares outstanding, compared to non-GAAP net income per share of $0.07 based on 138.6 million weighted-average shares outstanding in the second quarter of fiscal 2024.
•Cash Flow: Net cash provided by operating activities was $11.4 million, compared to net cash provided by operating activities of $5.4 million in the second quarter of fiscal 2024.
•Adjusted Free Cash Flow: Adjusted free cash flow was $12.2 million compared to $4.0 million in the second quarter of fiscal 2024.
•Cash and Investments: Cash and cash equivalents and short-term investments were $543.5 million as of July 31, 2024.
Descriptions of our non-GAAP financial measures are contained in the section titled "Explanation of Non-GAAP Financial Measures" below and reconciliations of GAAP and non-GAAP financial measures are contained in the tables below.

1




Key Metrics and Business Highlights:
•Customers with annual contract value (ACV) equal to or greater than $250,000 were 445, up from 444 as of July 31, 2023.
•Dollar-based retention rate (DBRR) was 104%, compared to 107% as of July 31, 2023.
•Annual Recurring Revenue (ARR) was $412.3 million compared to $384.2 million as of July 31, 2023, representing ARR growth of 7%.
•Gartner recognized Zuora as a Leader in the Magic Quadrant for Recurring Billing Applications, placing Zuora furthest in Completeness of Vision.
•ISG Software Research (formerly Ventana Research) named Zuora a Leader with the highest rating in all four of its Subscription Management Buyers Guides.
•Zuora ranked no. 1 in Product and Strategy in the latest MGI Research Automated Revenue Management (ARM) Buyer's Guide.
•Announced the planned acquisition of Sub(x), an AI solution for digital publishing and media companies that will transform Zuora’s existing paywall offering into an AI-powered paywall solution, which closed in August.
•Released Zuora's latest Global Impact Report. In the latest report, Zuora continues to be a carbon-neutral company and committed to the Science Based Targets initiative (SBTi) to set both near-term and long-term greenhouse gas reduction goals, including reaching net-zero.
•New customers and go-lives included Canva, The Economist and Dark Matter Technologies.
Financial Outlook:
As of August 21, 2024, we are providing guidance for the third quarter and full fiscal year 2025 based on current market conditions and expectations. For the full fiscal year 2025, we are raising both our revenue outlook and our non-GAAP operating income ranges, as well as increasing our target for adjusted free cash flow, while absorbing the operating expense impact of our recent Togai and Sub(x) acquisitions. We emphasize that the guidance is subject to various important cautionary factors referenced in the section entitled “Forward-Looking Statements” below.
For the third quarter and full fiscal year 2025, Zuora currently expects the following results:
 
Third Quarter
Fiscal 2025
Subscription revenue
$104.5M - $105.5M
$414.5M - $416.5M
Professional services revenue
$10.5M - $11.5M
$41.0M - $45.0M
Total revenue
$115.0M - $117.0M
$455.5M - $461.5M
Non-GAAP income from operations1
$20.5M - $21.5M
$90.0M - $93.0M
Non-GAAP net income per share1,2
$0.11 - $0.12
$0.56 - $0.58
ARR growth3

~6%
Dollar-based Retention Rate3
103% - 104%
Adjusted Free Cash Flow1
$82.0M+

(1) For information on how we derive our non-GAAP financial measures, see the section titled "Explanation of Non-GAAP Financial Measures" below. Zuora has not reconciled its guidance for non-GAAP income from operations to GAAP loss from operations or non-GAAP net income per share to GAAP net loss per share because stock-based compensation expense cannot be reasonably calculated or predicted at this time. Additionally, adjusted free cash flow has not been reconciled to operating cash flows as it cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation of these non-GAAP measures is not available without unreasonable effort.

2




(2) Non-GAAP net income per share was computed assuming 152.5 million and 150.9 million weighted-average shares outstanding for the third quarter and full fiscal year 2025, respectively.
(3) Refer to the "Explanation of Key Operational and Financial Metrics" section below for how these metrics are calculated.
These statements are forward-looking and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.
Explanation of Key Operational and Financial Metrics:
Annual Contract Value (ACV). We define ACV as the subscription revenue we would contractually expect to recognize from a customer over the next twelve months, assuming no increases or reductions in their subscriptions. We define the number of customers at the end of any particular period as the number of parties or organizations that have entered into a distinct subscription contract with us and for which the term has not ended. Each party with whom we have entered into a distinct subscription contract is considered a unique customer, and in some cases, there may be more than one customer within a single organization.
Dollar-based Retention Rate (DBRR). We calculate DBRR as of a period end by starting with the sum of the ACV from all customers as of twelve months prior to such period end, or prior period ACV. We then calculate the sum of the ACV from these same customers as of the current period end, or current period ACV. Current period ACV includes any upsells and also reflects contraction or attrition over the trailing twelve months but excludes revenue from new customers added in the current period. We then divide the current period ACV by the prior period ACV to arrive at our dollar-based retention rate.

Annual Recurring Revenue (ARR). ARR represents the annualized recurring value at the time of initial booking or contract modification for all active subscription contracts at the end of a reporting period. ARR excludes the value of non-recurring revenue such as professional services revenue as well as contracts with new customers with a term of less than one year. ARR should be viewed independently of revenue and deferred revenue, and is not intended to be a substitute for, or combined with, any of these items. ARR growth is calculated by dividing the ARR as of a period end by the ARR for the corresponding period end of the prior fiscal year.

Webcast and Conference Call Information:
Zuora will host a conference call for investors on August 21, 2024 at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time to discuss the company’s financial results and business highlights. Investors are invited to listen to a live webcast of the conference call by visiting https://investor.zuora.com. A replay of the webcast will be available through August 21, 2025. The call can also be accessed live via phone by the toll-free dial-in number: 1-888-596-4144 or toll dial-in number: 1-646-968-2525 with conference ID 8022374. An audio replay will be available shortly after the call and can be accessed by dialing 1-800-770-2030 or 1-609-800-9909 with conference ID 8022374 available from August 21, 2024 at 5:00 p.m. PT to August 28, 2024 at 11:59 p.m. PT.

Explanation of Non-GAAP Financial Measures:
In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain non-GAAP financial measures including: non-GAAP cost of subscription revenue; non-GAAP subscription gross margin; non-GAAP cost of professional services revenue; non-GAAP professional services gross margin; non-GAAP gross profit; non-GAAP gross margin; non-GAAP income from operations; non-GAAP operating margin; non-GAAP net income; non-GAAP net income per share; and adjusted free cash flow. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
We use non-GAAP financial measures in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the

3




effectiveness of our business strategies and to communicate with our Board of Directors concerning our financial performance. We believe these non-GAAP measures provide investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of our operating results. We also believe these non-GAAP measures are useful in evaluating our operating performance compared to that of other companies in our industry, as they generally eliminate the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance.
We exclude the following items from one or more of our non-GAAP financial measures:
•Stock-based compensation expense. We exclude stock-based compensation expense, which is a non-cash expense, because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, stock-based compensation expense is not comparable across companies given it is calculated using a variety of valuation methodologies and subjective assumptions.
•Amortization of acquired intangible assets. We exclude amortization of acquired intangible assets, which is a non-cash expense, because we do not believe it has a direct correlation to the operation of our business.
•Charitable contributions. We exclude expenses associated with charitable donations of our common stock. We believe that excluding these non-cash expenses allows investors to make more meaningful comparisons between our operating results and those of other companies.
•Shareholder matters. We exclude non-recurring charges and benefits, net of insurance recoveries, including litigation expenses, settlements and other legal, consulting and advisory fees, related to shareholder matters that are outside of the ordinary course of our business, including expenses related to a cooperation agreement. We believe these charges and benefits do not have a direct correlation to the operations of our business and may vary in size depending on the timing, results and resolution of such litigation, settlements, agreements or other shareholder matters.
•Asset impairment. We exclude non-cash charges for impairment of assets, including impairments related to internal-use software, office leases, and acquired intangible assets. Impairment charges can vary significantly in terms of amount and timing and we do not consider these charges indicative of our current or past operating performance. Moreover, we believe that excluding the effects of these charges allows investors to make more meaningful comparisons between our operating results and those of other companies.
•Change in fair value of debt conversion and warrant liabilities. We exclude fair value adjustments related to the debt conversion and warrant liabilities, which are non-cash gains or losses, as they can fluctuate significantly with changes in Zuora's stock price and market volatility, and do not reflect the underlying cash flows or operational results of the business.
•Acquisition-related expenses. We exclude acquisition-related expenses (including integration-related charges) that are not related to our ongoing operations, including expenses we incurred and gains or losses recognized on contingent consideration, related to acquisitions. We do not consider these transaction expenses as reflective of our core business or ongoing operating performance.
•Workforce reductions. We exclude charges related to workforce reduction plans, including severance, health care and related expenses. We believe these charges are not indicative of our continuing operations.
Additionally, we disclose "adjusted free cash flow", which is a non-GAAP measure that includes adjustments to operating cash flows for cash impacts related to Shareholder matters and Acquisition-related expenses described above, and net purchases of property and equipment. We include the impact of net purchases of property and equipment in our adjusted free cash flow calculation because we consider these capital expenditures to be a necessary component of our ongoing operations. We believe this measure is meaningful to investors because

4




management reviews cash flows generated from operations excluding such expenditures that are not related to our ongoing operations.
Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. The non-GAAP measures we use may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from these non-GAAP financial measures.
Forward-Looking Statements:
Zuora’s Financial Outlook and other statements in this release that refer to future plans and expectations are forward-looking statements that involve a number of risks and uncertainties. Words such as “believes,” “may,” “will,” “determine,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,” “projects,” “plans,” “targets,” “strategy,” “likely,” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this release include our financial outlook for the third quarter and full year fiscal 2025. Forward-looking statements are based on management's expectations as of the date of this filing and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our Form 10-Q filed with the Securities and Exchange Commission on May 31, 2024 as well as other documents that may be filed by us from time to time with the Securities and Exchange Commission, including in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2024. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: our ability to attract new customers and retain and expand sales to existing customers; our ability to manage our future revenue and profitability plans effectively; adoption of monetization platform software and related solutions, as well as consumer adoption of products and services that are provided through such solutions; our ability to develop and release new products and services, or successful enhancements, new features and modifications; challenges related to growing our relationships with strategic partners; loss of key employees; our ability to compete in our markets; adverse impacts on our business and financial condition due to macroeconomic or market conditions; the impact of actions to improve operational efficiencies and operating costs; our history of net losses and ability to achieve or sustain profitability; market acceptance of our products; the success of our product development efforts; risks associated with currency exchange rate fluctuations; risks associated with our debt obligations; successful deployment of our solutions by customers after entering into a subscription agreement with us; the success of our sales and product initiatives; our security measures; our ability to adequately protect our intellectual property; interruptions or performance problems; litigation and other shareholder related costs; the anticipated benefits of acquisitions and ability to integrate operations and technology of any acquired company; geopolitical conflicts or destabilizing events; other business effects, including those related to industry, market, economic, political, regulatory and global health conditions and other risks and uncertainties. The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
About Zuora, Inc.
Zuora provides a leading monetization suite to build, run and grow a modern business through a dynamic mix of usage-based models, subscription bundles and everything in between. From pricing and packaging, to billing, payments and revenue accounting, Zuora’s flexible, modular software platform is designed to help companies evolve monetization strategies with customer demand. More than 1,000 customers around the world, including BMC Software, Box, Caterpillar, General Motors, Penske Media Corporation, Schneider Electric and Zoom use Zuora’s leading combination of technology and expertise to turn recurring relationships and recurring revenue into recurring growth. Zuora is headquartered in Silicon Valley with offices in the Americas, EMEA and APAC. To learn more, please visit zuora.com.

5




Investor Relations Contact:
Luana Wolk
investorrelations@zuora.com
650-419-1377
Media Relations Contact:
Margaret Juhnke
press@zuora.com
619-609-3919
© 2024 Zuora, Inc. All Rights Reserved. Zuora, Subscribed, Subscription Economy, Powering the Subscription Economy, Subscription Economy Index, Zephr, and Subscription Experience Platform are trademarks or registered trademarks of Zuora, Inc. Third party trademarks mentioned above are owned by their respective companies. Nothing in this press release should be construed to the contrary, or as an approval, endorsement or sponsorship by any third parties of Zuora, Inc. or any aspect of this press release.
SOURCE: ZUORA, INC.

6




ZUORA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands, except per share data)
(unaudited)
 Three Months Ended
July 31,		Six Months Ended
July 31,
 2024202320242023
Revenue:
Subscription$104,051 $95,473 $203,010 $185,184 
Professional services11,345 12,575 22,155 25,959 
Total revenue115,396 108,048 225,165 211,143 
Cost of revenue:
Subscription1
22,564 21,338 43,253 41,926 
Professional services1
14,728 16,443 29,100 33,201 
Total cost of revenue37,292 37,781 72,353 75,127 
Gross profit78,104 70,267 152,812 136,016 
Operating expenses:
Research and development1
26,454 26,256 50,020 51,924 
Sales and marketing1
36,137 42,799 71,982 84,243 
General and administrative1
25,202 19,451 44,471 38,267 
Total operating expenses87,793 88,506 166,473 174,434 
Loss from operations(9,689)(18,239)(13,661)(38,418)
Change in fair value of debt conversion and warrant liabilities(1,013)(4,786)(8,941)(4,756)
Interest expense(6,965)(4,607)(13,736)(8,994)
Interest and other income (expense), net8,168 5,657 13,483 11,367 
Loss before income taxes(9,499)(21,975)(22,855)(40,801)
Income tax (benefit) provision(2,278)587 (1,926)1,056 
Net loss(7,221)(22,562)(20,929)(41,857)
Comprehensive loss:
Foreign currency translation adjustment171 (404)(76)(687)
Unrealized gain (loss) on available-for-sale securities302 172 (185)512 
Comprehensive loss$(6,748)$(22,794)$(21,190)$(42,032)
Net loss per share, basic and diluted$(0.05)$(0.16)$(0.14)$(0.30)
Weighted-average shares outstanding used in calculating net loss per share, basic and diluted149,377 138,605 148,038 137,417 
_____________________
(1) Stock-based compensation expense was recorded in the following cost and expense categories:
Three Months Ended
July 31,		Six Months Ended
July 31,
 2024202320242023
Cost of subscription revenue$2,377 $2,180 $3,960 $4,539 
Cost of professional services revenue2,723 3,229 4,761 6,250 
Research and development8,080 6,752 13,983 13,496 
Sales and marketing7,521 8,689 12,996 16,666 
General and administrative5,007 5,798 8,469 10,921 
Total stock-based compensation expense$25,708 $26,648 $44,169 $51,872 

7




ZUORA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 July 31, 2024January 31, 2024
Assets
Current assets:
Cash and cash equivalents$237,041 $256,065 
Short-term investments306,430 258,120 
Accounts receivable, net93,315 124,602 
Deferred commissions, current portion15,953 15,870 
Prepaid expenses and other current assets25,862 23,261 
Total current assets678,601 677,918 
Property and equipment, net26,882 25,961 
Operating lease right-of-use assets21,783 22,462 
Purchased intangibles, net21,590 10,082 
Deferred commissions, net of current portion25,421 27,250 
Goodwill69,739 56,657 
Other assets5,172 3,506 
Total assets$849,188 $823,836 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$773 $3,161 
Accrued expenses and other current liabilities21,621 32,157 
Accrued employee liabilities30,427 37,722 
Deferred revenue, current portion185,183 199,615 
Operating lease liabilities, current portion6,710 6,760 
Total current liabilities244,714 279,415 
Long-term debt365,300 359,525 
Deferred revenue, net of current portion1,454 2,802 
Operating lease liabilities, net of current portion34,508 37,100 
Deferred tax liabilities3,726 3,725 
Other long-term liabilities7,439 7,582 
Total liabilities657,141 690,149 
Stockholders’ equity:
Class A common stock14 14 
Class B common stock1 1 
Additional paid-in capital1,043,691 964,141 
Accumulated other comprehensive loss(1,120)(859)
Accumulated deficit(850,539)(829,610)
Total stockholders’ equity192,047 133,687 
Total liabilities and stockholders’ equity$849,188 $823,836 



8




ZUORA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 Six Months Ended
July 31,
 20242023
Cash flows from operating activities:
Net loss$(20,929)$(41,857)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion9,177 8,892 
Stock-based compensation44,169 51,872 
Provision for credit losses1,670 279 
Amortization of deferred commissions9,209 9,746 
Reduction in carrying amount of right-of-use assets2,278 3,116 
Change in fair value of debt conversion and warrant liabilities8,941 4,756 
Other(2,414)186 
Changes in operating assets and liabilities:
Accounts receivable29,621 9,726 
Prepaid expenses and other assets(3,818)(4,317)
Deferred commissions(7,599)(7,647)
Accounts payable(2,407)(63)
Accrued expenses and other liabilities4,808 (5,102)
Accrued employee liabilities(7,295)(128)
Deferred revenue(15,780)(1,848)
Operating lease liabilities(5,329)(7,630)
Net cash provided by operating activities44,302 19,981 
Cash flows from investing activities:
Purchases of property and equipment(5,922)(3,838)
Purchases of short-term investments(181,467)(61,745)
Maturities of short-term investments136,301 165,128 
Cash paid for acquisition, net of cash acquired(19,763)(4,524)
Net cash (used in) provided by investing activities(70,851)95,021 
Cash flows from financing activities:
Proceeds from issuance of common stock upon exercise of stock options3,120 962 
Proceeds from issuance of common stock under employee stock purchase plan4,481 4,765 
Net cash provided by financing activities7,601 5,727 
Effect of exchange rates on cash and cash equivalents(76)(687)
Net (decrease) increase in cash and cash equivalents(19,024)120,042 
Cash and cash equivalents, beginning of period256,065 203,239 
Cash and cash equivalents, end of period$237,041 $323,281 

9




ZUORA, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(in thousands, except percentages)
(unaudited)

Subscription Gross Margin
Three Months Ended
July 31,		Six Months Ended
July 31,
2024202320242023
Reconciliation of cost of subscription revenue:
GAAP cost of subscription revenue$22,564 $21,338 $43,253 $41,926 
Less:
Stock-based compensation(2,377)(2,180)(3,960)(4,539)
Amortization of acquired intangibles(934)(738)(1,542)(1,476)
Workforce reductions(402)— (568)(38)
Acquisition-related expenses(91)— (91)— 
Shareholder matters
(20)— (20)— 
Non-GAAP cost of subscription revenue$18,740 $18,420 $37,072 $35,873 
GAAP subscription gross margin78 %78 %79 %77 %
Non-GAAP subscription gross margin82 %81 %82 %81 %

Professional Services Gross Margin
Three Months Ended
July 31,		Six Months Ended
July 31,
2024202320242023
Reconciliation of cost of professional services revenue:
GAAP cost of professional services revenue$14,728 $16,443 $29,100 $33,201 
Less:
Stock-based compensation(2,723)(3,229)(4,761)(6,250)
Shareholder matters(28)— (28)— 
Workforce reductions(11)(46)(5)(46)
Non-GAAP cost of professional services revenue$11,966 $13,168 $24,306 $26,905 
GAAP professional services gross margin(30)%(31)%(31)%(28)%
Non-GAAP professional services gross margin(5)%(5)%(10)%(4)%


10




ZUORA, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (CONTINUED)
(in thousands, except percentages)
(unaudited)

Total Gross Margin
Three Months Ended
July 31,		Six Months Ended
July 31,
2024202320242023
Reconciliation of gross profit:
GAAP gross profit$78,104 $70,267 $152,812 $136,016 
Add:
Stock-based compensation5,100 5,409 8,721 10,789 
Amortization of acquired intangibles934 738 1,542 1,476 
Workforce reductions413 46 573 84 
Acquisition-related expenses
91 — 91 — 
Shareholder matters
48 — 48 — 
Non-GAAP gross profit$84,690 $76,460 $163,787 $148,365 
GAAP gross margin68 %65 %68 %64 %
Non-GAAP gross margin73 %71 %73 %70 %

Operating (Loss) Income and Operating Margin
Three Months Ended
July 31,		Six Months Ended
July 31,
2024202320242023
Reconciliation of (loss) income from operations:
GAAP loss from operations$(9,689)$(18,239)$(13,661)$(38,418)
Add:
Stock-based compensation25,708 26,648 44,169 51,872 
Acquisition-related expenses6,801 158 6,801 192 
Shareholder matters1,294 208 4,059 243 
Amortization of acquired intangibles934 738 1,542 1,476 
Workforce reductions577 46 1,277 265 
Non-GAAP income from operations$25,625 $9,559 $44,187 $15,630 
GAAP operating margin(8)%(17)%(6)%(18)%
Non-GAAP operating margin22 %9 %20 %7 %



11




ZUORA, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (CONTINUED)
(in thousands, except per share data)
(unaudited)

Net (Loss) Income and Net (Loss) Income Per Share
Three Months Ended
July 31,		Six Months Ended
July 31,
2024202320242023
Reconciliation of net (loss) income:
GAAP net loss$(7,221)$(22,562)$(20,929)$(41,857)
Add:
Stock-based compensation25,708 26,648 44,169 51,872 
Acquisition-related expenses6,801 158 6,801 192 
Shareholder matters1,294 208 4,059 243 
Change in fair value of debt conversion and warrant liabilities1,013 4,786 8,941 4,756 
Amortization of acquired intangibles934 738 1,542 1,476 
Workforce reductions577 46 1,277 265 
Non-GAAP net income$29,106 $10,022 $45,860 $16,947 
GAAP net loss per share, basic and diluted1
$(0.05)$(0.16)$(0.14)$(0.30)
Non-GAAP net income per share, basic and diluted1
$0.19 $0.07 $0.31 $0.12 
_________________________________

(1) For the three months ended July 31, 2024 and 2023, GAAP and Non-GAAP net (loss) income per share are calculated based upon 149.4 million and 138.6 million basic and diluted weighted-average shares of common stock, respectively. For the six months ended July 31, 2024 and 2023, GAAP and Non-GAAP net (loss) income per share are calculated based upon 148.0 million and 137.4 million basic and diluted weighted-average shares of common stock, respectively.


Adjusted Free Cash Flow
Three Months Ended
July 31,		Six Months Ended
July 31,
2024202320242023
Net cash provided by operating activities (GAAP)
$11,432 $5,388 $44,302 $19,981 
Add:
Shareholder matters
2,367 726 3,555 753 
Acquisition-related expenses
1,713 91 1,713 107 
Less:
Purchases of property and equipment(3,267)(2,181)(5,922)(3,838)
Adjusted free cash flow (non-GAAP)$12,245 $4,024 $43,648 $17,003 
Net cash (used in) provided by investing activities (GAAP)
$(46,283)$74,719 $(70,851)$95,021 
Net cash provided by financing activities (GAAP)$6,009 $5,190 $7,601 $5,727 


12