SEC Comment Letter 0000000000-24-014200 to ZUORA INC (ZUO) (CIK 0001423774)
ZUORA INC (ZUO) (CIK 0001423774)
Date: Dec. 23, 2024 · CIK: 0001423774 · Accession: 0000000000-24-014200
AI Filing Summary & Sentiment
File numbers found in text: 001-38451
Letter
December 23, 2024 Todd McElhatton Chief Financial Officer Zuora, Inc. 101 Redwood Shores Parkway Redwood City, CA 94065 Re:Zuora, Inc. Form 10-K for the year ended January 31, 2024 File No. 001-38451 Dear Todd McElhatton: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the year ended January 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures Adjusted Free Cash Flow, page 58 1.We note your adjustments for shareholder litigation (shareholder matters) and acquisition-related costs appear to represent charges or liabilities that required, or will require, cash settlement. Please tell us how you considered Item 10(e)(ii)(A) of Regulation S-K which prohibits the exclusion of cash settled items from a non-GAAP liquidity measure or revise to remove these adjustments.
December 23, 2024 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc:Andrew Cohen
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December 23, 2024
Todd McElhatton
Chief Financial Officer
Zuora, Inc.
101 Redwood Shores Parkway
Redwood City, CA 94065
Re:Zuora, Inc.
Form 10-K for the year ended January 31, 2024
File No. 001-38451
Dear Todd McElhatton:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended January 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted Free Cash Flow, page 58
1.We note your adjustments for shareholder litigation (shareholder matters) and
acquisition-related costs appear to represent charges or liabilities that required, or will
require, cash settlement. Please tell us how you considered Item 10(e)(ii)(A) of
Regulation S-K which prohibits the exclusion of cash settled items from a non-GAAP
liquidity measure or revise to remove these adjustments.
December 23, 2024
Page 2
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Andrew Cohen