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‘Shadow president’ Trump strides world stageHeidrick & Struggles Appoints Chief Financial OfficerThe 'Outnumbered' panel discussed the fallout from Daniel Penny's acquittal in New York City after a jury decided he was not guilty of negligent homicide. Fox News contributor Jonathan Turley also discusses his take on the major development. Now and again, justice is vindicated and right triumphs over wrong. With its "not guilty" verdict on Monday, a Manhattan jury unanimously sent a resounding message to District Attorney Alvin Bragg that he wrongfully prosecuted a good Samaritan. A man who courageously came to the aid of subway passengers who were threatened with imminent death. Not that Bragg will pay any heed. The case against Marine veteran Daniel Penny should never have been brought. It was a gross injustice. By law, he was justified in using reasonable force —even lethal force— to subdue a maniac who vowed to murder riders the moment he entered a subway car. That man, Jordan Neely, initiated the confrontation and died as a result of his own menacing and illegal actions. DANIEL PENNY FOUND NOT GUILTY IN SUBWAY CHOKEHOLD TRIAL Instead of being commended, Penny was pilloried as a bigoted vigilante by the usual crowd of racial justice warriors who yearned to turn Neely’s death into another George Floyd outrage . Bragg, who sees everything through the prism of race and politics, was more than happy to do their bidding. At trial, his lead prosecutor referred to Penny as "the white man." It was reprehensible. But in the end, 12 diverse jurors refused to abide the blatant race-baiting. They were well acquainted with the perils of New York’s treacherous subway system, which has experienced a 60% increase in murders this year, according to police statistics. Stabbings, shootings, beatings, and robberies now seem commonplace as criminals roam freely in the underground transit system searching out their next victims. Jurors accepted as true the testimony of passengers —some of whom are Black— that they were grateful when Penny came to their rescue. Neely terrorized them. They were panicked and stricken with fear that their lives were about to end. Far from a rogue criminal, the former marine was perceived by those in danger as their beneficent and heroic figure. Bragg didn’t care about the innocent sufferers who were threatened with death. His idea of "restorative justice" has always been centered on protecting criminals. During trial, his prosecutors contemptuously dismissed passenger accounts of what happened that terrible day while manipulating evidence to transform Neely from villain to victim. ANDREW MCCARTHY: PROSECUTOR, JUDGE MAKE MOCKERY OF JUSTICE IN TRIAL OF SUBWAY HERO DANIEL PENNY Errant rulings from the bench made Penny’s defense all the more difficult. When jurors were deadlocked on the most serious count of manslaughter after almost 30 hours of deliberations, Judge Maxwell Wiley went along with the D.A.’s request to withdraw the charge even though prosecutors spent weeks telling the jury that the accused was guilty of it. The judge’s ruling was improper. He contradicted his own earlier ruling that the jury could only consider the lesser count of criminally negligent homicide if they first found Penny "not guilty" of the top count. That didn’t happen. The judge appeared to acknowledge that a dismissal was impermissible, but then did it anyway. Indeed, the rules that govern criminal procedure require a mistrial in the event of a hung jury unless the defense agrees to a dismissal. Penny’s lawyers did not. It may seem anomalous or inconsistent that a jury could be deadlocked on the more serious crime but acquit the defendant on the lesser charge. But jurors are allowed to change their minds during deliberations as they reconsider the evidence and absorb counterarguments behind closed doors. Although he may be foolish enough to try, Bragg can not re-charge Penny on the manslaughter charge that he voluntarily dismissed amid deliberations. Jeopardy attaches when a trial jury is empaneled and sworn in. Hence, a second prosecution would be prohibited under the constitutional doctrine of double-jeopardy in the Fifth Amendment. CLICK HERE FOR MORE FOX NEWS OPINION Inevitably, social justice activists promptly decried Penny’s acquittal and ramped up their protests. Demonstrators outside the New York courthouse took up chants of "no justice, no peace," the implicit threat of violent unrest that became a raucous symbol of the Black Lives Matter movement. The mob is, if nothing else, unrelenting. Within minutes of the verdict, BLM-connected provocateurs unleashed incendiary threats by calling for "black vigilantes" and "retaliation." Their goal is to gin up racial hatred under the guise of egalitarian justice. They condemned the trial outcome as a victory for white supremacy and the Ku Klux Klan. It is a sad measure of our times that such despicable demagoguery has a dedicated audience of witless disciples. For Daniel Penny, the jury’s correct decision offers immediate relief to the criminal ordeal that he has endured with dignity for the last 18 months. He is absolved, but unfairly stained. He still faces a civil lawsuit filed late last week by Neely’s absentee father. I would not handicap the plaintiff’s case as having a prosperous future. It is true that the standard of proof is lower in a civil action, but any recoverable damages would be speculative and minimal. Typically, a parent will sue for loss of companionship or future financial support. Here, there is none. An indigent and estranged son with little or no contact with his father would not net a meaningful windfall. CLICK HERE TO GET THE FOX NEWS APP Unfortunately, the larger societal damage that Bragg’s unwarranted case has wrought may be borne by future crime victims in New York and perhaps elsewhere. Knowing that an elected district attorney is eager to prosecute well-meaning Samaritans will likely deter them from defending others who are preyed upon. The weak and the vulnerable among us may become easier targets. That is the tragic epitaph of the Daniel Penny trial. CLICK HERE TO READ MORE FROM GREGG JARRETT Gregg Jarrett is a Fox News legal analyst and commentator, and formerly worked as a defense attorney and adjunct law professor. His recent book, "The Trial of the Century," about the famous "Scopes Monkey Trial" is available in bookstores nationwide or can be ordered online at the Simon & Schuster website. Jarrett’s latest book, "The Constitution of the United States and Other Patriotic Documents," was published by Broadside Books, a division of HarperCollins on November 14, 2023. Gregg is the author of the No. 1 New York Times best-selling book "The Russia Hoax: The Illicit Scheme to Clear Hillary Clinton and Frame Donald Trump." His follow-up book was also a New York Times bestseller, "Witch Hunt: The Story of the Greatest Mass Delusion in American Political History."
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DUP minister rejected suggestion licensing laws could be relaxed for jubileeThe year 2024 has witnessed significant milestones in China-Zimbabwe cooperation in the agriculture sector, a cornerstone of Zimbabwe’s economy. Trade between the two sides increased, while China’s support for Zimbabwe’s technical expertise and human resources development in the agriculture sector also expanded. According to the Zimbabwe Investment and Development Agency, a national investment promotion body, the agriculture sector sustains more than 60 percent of Zimbabwe’s population, provides 63 percent of raw materials for the manufacturing sector, generates 30 percent of export earnings, and contributes 15 percent to gross domestic product. In a bid to further open China’s market to Zimbabwean agricultural products, a trade protocol on the export of Zimbabwean avocados was inked during Zimbabwean President Emmerson Mnangagwa’s state visit to China in September, ahead of the 2024 Summit of the Forum on China-Africa Cooperation. Rodwell Choto, an avocado farmer from Bindura, Mashonaland Central Province, is among those preparing to meet the expected surge in demand from China. “Exports to China will give us foreign currency, our economy will grow, and our livelihoods will improve,” Choto told Xinhua in a recent interview, noting that avocado farmers are ramping up production. According to the Horticultural Development Council, an organization representing horticultural exporters in Zimbabwe, the Southeast African country is projected to produce a record 6,000 metric tons of avocados in 2024, with its avocado industry set to expand the growing area from the current 1,500 hectares to 4,000 hectares by 2030. This builds on earlier successes, including a 2022 trade agreement enabling the export of fresh citrus to China, which saw its first shipment in 2023. “This is a chance for African agriculture now to become part of the global food value chain,” said Christopher Mutsvangwa, politburo member and secretary for information and publicity at the ruling Zimbabwe African National Union-Patriotic Front (ZANU PF) party. Zimbabwe’s tobacco sub-sector has also flourished in 2024, bolstered by China’s market access. Tobacco, an important economic activity and a major foreign currency earner for Zimbabwe, Africa’s largest tobacco producer, saw exports to China rise 38.3 percent to 790 million U.S. dollars in the first nine months of 2024, accounting for 40.6 percent of Zimbabwe’s total exports to China, according to data released by the Chinese Embassy in Zimbabwe. The overall trade figures between Zimbabwe and China grew 25.6 percent to 3 billion dollars in the same period, the Chinese embassy added. Despite these significant milestones this year, a severe drought has caused crop failures and livestock losses, greatly undermining the agriculture sector. In response, China launched a project to drill 300 boreholes in four provinces of the country. “These boreholes will not only provide safe water to the affected community, but will also serve as a stepping stone towards resilience building in view of the current El Nino-induced drought, and will also save the lives of our livestock which is also in dire need of water,” said Zimbabwe’s Minister of National Housing and Social Amenities Daniel Garwe. China’s support extends beyond infrastructure to human resource development. Collaborative efforts have focused on capacity building and technical assistance to enhance agricultural productivity. As part of this initiative, Zimbabwean officials and professionals have attended seminars and workshops in China, equipping them with skills to modernize agriculture. Jotamu Dondofema, director of agricultural education in the Ministry of Lands, Agriculture, Fisheries, Water, and Rural Development, is among the officials who attended a seminar on the construction of green, low carbon, and circular economic systems in China this year. “This program has already yielded significant benefits. We have witnessed large numbers of successfully trained personnel, improved technologies in the agricultural value chains, the establishment of renewable energy sources and systems, and information and technology-sharing platforms anchoring capacity-building initiatives. These efforts have enhanced the employability and competitiveness of Zimbabwean professionals while also promoting the adoption of green technologies and sustainable practices,” Dondofema said.
Prepare to Land a Position in IT With This CompTIA Training BundleOn pardons, Biden weighs whether to flex presidential powers in broad new ways
BUFFALO — The year started with a bang. In January, Gov. Kathy Hochul named UB the home of Empire AI, a new $400 million supercomputing center that will provide UB and partners with breathtakingly powerful resources to harness artificial intelligence for the betterment of society. An avalanche of advancements – all pointing towards UB’s leadership in AI, in New York State and nationwide – followed the governor’s announcement. With interest in AI surging globally, these advancements showcase and build upon UB’s impressive half-century of expertise in AI research and education. They also hint at a brighter future, where AI’s uncanny abilities merge with human ingenuity to tackle society’s greatest challenges. “Traditionally, colleges and universities are at the epicenter of life-changing research and ideas,” said Venu Govindaraju, vice president for research and economic development. “The University at Buffalo is pushing the boundaries of artificial intelligence and data science in fields that are critical to the state’s and nation’s future.” As 2024 comes to a close, here’s a look back at what has been a year of AI at UB. January UB researchers have been laying the groundwork for today’s boom in artificial intelligence for decades. This includes pioneering work creating the world’s first autonomous handwriting recognition system, which the U.S. Postal Service and Royal Mail adopted to save billions of dollars. Those innovations explain, in part, why Gov. Kathy Hochul chose UB to be the home of Empire AI, a consortium of public and private universities, and foundations, that will harness AI for the public good while driving economic development. “We want to make sure New York State is the capital of AI development ... but I need a home for this supercomputer that’ll power the innovation all over our state. And I’m proud to announce that the home will be right here at [UB],” Hochul said Jan. 26 at the Center for the Arts. Earlier in the month, during her State of the State address in Albany, the governor spotlighted UB student Holliday Sims for her work using AI to improve the child welfare system. February UB was chosen to join the federal government’s first-ever consortium dedicated to ensuring that AI systems are safe and trustworthy. Announced Feb. 8, the U.S. AI Safety Institute Consortium (AISIC) includes government agencies and top research universities, as well as Microsoft, Apple, Google, OpenAI and other tech companies. AISIC will create standards for AI usage that protect Americans’ privacy; advance equity and civil rights; and promote innovation and competition. Weeks later, UB was among 28 new members to join AI Alliance, an international coalition led by IBM and Meta that is dedicated to promoting open, safe and responsible AI. March On a beautiful spring day, engineering professor Chase Murray and students took to the skies at UB’s Structure for Outdoor Autonomy Research, one of the largest outdoor drone-testing labs among the nation’s colleges and universities. Murray uses AI and other technologies to optimize how autonomous vehicles work together – research that has implications in logistics, search-and-rescue, surveillance and more. Elsewhere, researchers in UB’s Institute for Artificial Intelligence and Data Science kept tabs on their AI system that aims to improve indoor farming and address food insecurity. And another research group began using AI to make algae fuel production more cost-effective. The projects illustrate UB’s commitment to sustainability and social justice. April April brought Senate Majority Leader Charles Schumer and Sethuraman Panchanathan, director of the National Science Foundation, to campus. The occasion? “Today, we’re here to celebrate something truly amazing: the opening of the new, $20 million, federally funded National AI Institute for Exceptional Education, and it’s going to be housed right here at UB,” said Schumer. Funded by the NSF and Department of Education, the institute will create AI systems that ensure children with speech and language disorders receive timely, effective assistance. The work, which addresses the nationwide shortage of speech-language pathologists, will help ensure that millions of children do not fall behind in their academic and socio-emotional development. May On May 31, UB hosted thought leaders from IBM, M&T Bank, Moog and other institutions for its ongoing chat series on AI and society. “Don’t be an AI user, be an AI value creator,” Dario Gil, IBM senior vice president and director of research, told attendees at the Center of Excellence in Bioinformatics and Life Sciences. The event included presentations from UB researchers using AI to make advancements in medicine, medical devices, climate change, materials science, pharmaceutical science and other fields. June An electricity grid that uses AI to identify and fix problems before they cause widespread power outages? It could become reality sooner than you think due to research published June 4 and co-led by Souma Chowdhury, who studies how to apply AI to complex systems. He is among more than 200 researchers at UB using AI to address societal challenges. Also in June, more than 300 scholars from the Association for the Advancement of Artificial Intelligence, one of the world’s most recognized scientific organizations dedicated to advancing AI research, gathered at UB for a multiday conference. The scholars represented more than a dozen fields – including machine learning, psychology, political science, the humanities and more. July On July 17, SUNY Chancellor John B. King Jr. and state lawmakers visited UB for a roundtable discussion on AI. The attendees learned about UB researchers using AI to identify “forever chemicals,” as well as spinoff companies working on technology to improve treatment for strokes and aneurysms. “We are pioneering AI discoveries that will drive progress in research and economic development, demonstrating UB’s commitment to leveraging technology for societal benefit,” Govindaraju said. August The start of the new semester brought record enrollment to UB’s Master of Science program focusing on AI. Launched in 2020 with five students, the number swelled to 73 students this fall, with an additional 50 expected next semester. The program’s growth “shows that we’re providing students with in-demand skills that they can use for the betterment of society,” said Kemper E. Lewis, dean of the School of Engineering and Applied Sciences. Graduates have taken jobs at Amazon Web Services, NVIDIA, Visa and other companies. September UB was awarded $10 million from the U.S. Department of Education to establish the Center for Early Literacy and Responsible AI. The center will create AI tools to ensure culturally and linguistically diverse learners in grades K-2, including those in Western New York, receive transformative early literacy instruction. “We believe that, with the right support, all students — regardless of their backgrounds — can succeed in literacy,” says project leader X. Christine Wang, a professor of learning and instruction in the Graduate School of Education. Later in the month, Rep. Tim Kennedy announced UB would receive $475,000 to equip its wind tunnel with equipment that allows it to leverage the power of AI, among other technologies. UB uses the facility to study and improve the nation’s response to hurricanes, wildfires and other extreme weather. October On Oct. 11, roughly nine months after it was announced, Empire AI went live. Gov. Kathy Hochul flipped the switch on a stack of powerful new computer servers at Center of Excellence in Bioinformatics and Life Sciences. The servers represent a fraction of the eventual power of Empire AI, which will be located at a new building on North Campus. On the same day, UB President Satish K. Tripathi delivered his annual State of the University address. “While today, only the private sector has the computing power needed to seriously advance AI research, Empire AI will put New York State at the epicenter of artificial intelligence innovation. This game-changing initiative will enable us to tap the full power of AI to solve complex issues facing our state, nation and world.” November From fake celebrity endorsements to manipulated videos of politicians, the 2024 election was rife with misleading information. Debunking much of this content was the DeepFake-o-Meter, a publicly available tool used by journalists, law enforcement and others. The tool was created by UB computer scientist Siwei Lyu and students. With AI being added to medical devices, the Food and Drug Administration wants to ensure these products meet public health standards. The agency called upon experts, including UB’s Peter Elkin, for insight at a public meeting. Elkin, professor and chair of the Department of Bioinformatics, said the FDA should allow these devices to learn and therefore improve. “AI-enabled devices are no longer just tools; now they are partners in care,” he said. Back on campus, UB hosted the latest in a series of “AI at UB” forums on Nov. 21. Organizers updated faculty and staff on how UB is implementing AI in its classrooms and labs. Presenters also discussed how AI can be a tool to foster collaboration and enhance learning outcomes. December In early December, UB officials detailed plans to create a new academic department focused on AI and its impact on society. The department aligns with the mission of UB and SUNY, both of which are committed to responsibly harnessing the power of AI for social good. Around the same time, UB computer scientist Nalini Ratha published a series of research papers focused on machine learning and encrypted data. One of the papers suggests a new technique for safeguarding personal medical data as it travels from third-party cloud service providers back to patients and their doctors. The work points to a future where medical diagnostics are quicker and more accurate, and patient medical records remain confidential.
REDWOOD CITY, Calif.--(BUSINESS WIRE)--Dec 9, 2024-- Zuora, Inc. (NYSE: ZUO), a leading monetization suite for modern business, today announced financial results for its fiscal third quarter ended October 31, 2024. Third Quarter Fiscal 2025 Financial Results: 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. Proposed Acquisition; Conference Call and Guidance On October 17, 2024, we announced that Zuora entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with an affiliate of GIC Pte. Ltd. (“GIC”). The transaction is valued at $1.7 billion, with Silver Lake and GIC to acquire all outstanding shares of Zuora common stock for $10.00 per share in cash. The acquisition is expected to close in the first calendar quarter of 2024, subject to customary closing conditions and approvals, including the receipt of the required regulatory approvals. Upon completion of the transaction, Zuora will become a privately held company. Given the proposed acquisition of Zuora, we will not be holding a conference call or live webcast to discuss Zuora's third quarter of fiscal 2025 financial results, we will not be providing any forward looking guidance, and we are withdrawing all previously provided goals, outlook, and guidance. Key Operational and Financial Metrics: 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. 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 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: 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 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: This press release contains 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 statements regarding the proposed acquisition of Zuora, including the expected timing of the closing of the acquisition, and expectations for Zuora following the completion of the acquisition. 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 August 29, 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 October 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: the possibility that the closing conditions to the proposed acquisition are not satisfied (or waived), including the risk that required approvals from Zuora’s stockholders for the proposed acquisition or required regulatory approvals to consummate the acquisition are not obtained in a timely manner (or at all); the outcome of the current complaint and any potential litigation relating to the proposed acquisition; uncertainties as to the timing of the consummation of the proposed acquisition; the ability of each party to consummate the proposed acquisition; 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. Important Information and Where to Find It In connection with the proposed acquisition, Zuora has filed with the Securities and Exchange Commission (the “SEC”) a proxy statement in preliminary form on November 25, 2024, a definitive version of which will be mailed or otherwise provided to its stockholders. The Company and affiliates of the Company have jointly filed a transaction statement on Schedule 13E-3 (the Schedule 13E-3). Zuora may also file other documents with the SEC regarding the potential transaction. BEFORE MAKING ANY VOTING DECISION, ZUORA’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement, the Schedule 13E-3 and other documents that Zuora files with the SEC from the SEC’s website at www.sec.gov and Zuora’s website at investor.zuora.com . In addition, the proxy statement, the Schedule 13E-3 and other documents filed by Zuora with the SEC (when available) may be obtained from Zuora free of charge by directing a request to Zuora’s Investor Relations at investorrelations@zuora.com . Participants in the Solicitation Zuora and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from Zuora’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of the stockholders of Zuora in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be set forth in the proxy statement and Schedule 13E-3 and other materials to be filed with the SEC. You may also find additional information about Zuora’s directors and executive officers in Zuora’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on May 16, 2024 (the “Annual Meeting Proxy Statement”). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected in Zuora’s Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You can obtain free copies of these documents from Zuora using the contact information above. 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, The New York Times, 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 . © 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. ZUORA, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except per share data) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Revenue: Subscription $ 105,253 $ 98,048 $ 308,263 $ 283,232 Professional services 11,676 11,801 33,831 37,760 Total revenue 116,929 109,849 342,094 320,992 Cost of revenue: Subscription 1 23,954 20,378 67,207 62,304 Professional services 1 14,383 14,650 43,483 47,851 Total cost of revenue 38,337 35,028 110,690 110,155 Gross profit 78,592 74,821 231,404 210,837 Operating expenses: Research and development 1 26,833 27,504 76,853 79,428 Sales and marketing 1 36,597 40,245 108,579 124,488 General and administrative 1 26,880 15,893 71,351 54,160 Total operating expenses 90,310 83,642 256,783 258,076 Loss from operations (11,718 ) (8,821 ) (25,379 ) (47,239 ) Change in fair value of debt derivative and warrant liabilities (20,174 ) 6,997 (29,115 ) 2,241 Interest expense (7,045 ) (5,610 ) (20,781 ) (14,604 ) Interest and other income (expense), net 6,505 2,272 19,988 13,639 Loss before income taxes (32,432 ) (5,162 ) (55,287 ) (45,963 ) Income tax (benefit) provision (226 ) 340 (2,152 ) 1,396 Net loss (32,206 ) (5,502 ) (53,135 ) (47,359 ) Comprehensive loss: Foreign currency translation adjustment 462 (696 ) 386 (1,383 ) Unrealized gain (loss) on available-for-sale securities 248 (18 ) 63 494 Comprehensive loss $ (31,496 ) $ (6,216 ) $ (52,686 ) $ (48,248 ) Net loss per share, basic and diluted $ (0.21 ) $ (0.04 ) $ (0.36 ) $ (0.34 ) Weighted-average shares outstanding used in calculating net loss per share, basic and diluted 152,263 141,488 149,457 138,789 (1) Stock-based compensation expense was recorded in the following cost and expense categories: Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Cost of subscription revenue $ 2,331 $ 2,350 $ 6,291 $ 6,889 Cost of professional services revenue 2,598 2,747 7,359 8,997 Research and development 7,697 7,165 21,680 20,661 Sales and marketing 7,613 8,191 20,609 24,857 General and administrative 4,694 5,648 13,163 16,569 Total stock-based compensation expense $ 24,933 $ 26,101 $ 69,102 $ 77,973 ZUORA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) October 31, 2024 January 31, 2024 Assets Current assets: Cash and cash equivalents $ 277,615 $ 256,065 Short-term investments 280,909 258,120 Accounts receivable, net 82,414 124,602 Deferred commissions, current portion 15,995 15,870 Prepaid expenses and other current assets 25,183 23,261 Total current assets 682,116 677,918 Property and equipment, net 27,403 25,961 Operating lease right-of-use assets 20,591 22,462 Purchased intangibles, net 23,146 10,082 Deferred commissions, net of current portion 24,941 27,250 Goodwill 73,903 56,657 Other assets 4,972 3,506 Total assets $ 857,072 $ 823,836 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 761 $ 3,161 Accrued expenses and other current liabilities 45,167 32,157 Accrued employee liabilities 29,860 37,722 Deferred revenue, current portion 177,436 199,615 Operating lease liabilities, current portion 7,030 6,760 Total current liabilities 260,254 279,415 Long-term debt 368,348 359,525 Deferred revenue, net of current portion 860 2,802 Operating lease liabilities, net of current portion 32,573 37,100 Deferred tax liabilities 4,066 3,725 Other long-term liabilities 6,781 7,582 Total liabilities 672,882 690,149 Stockholders’ equity: Class A common stock 15 14 Class B common stock 1 1 Additional paid-in capital 1,067,329 964,141 Accumulated other comprehensive loss (410 ) (859 ) Accumulated deficit (882,745 ) (829,610 ) Total stockholders’ equity 184,190 133,687 Total liabilities and stockholders’ equity $ 857,072 $ 823,836 ZUORA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended October 31, 2024 2023 Cash flows from operating activities: Net loss $ (53,135 ) $ (47,359 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, amortization and accretion 14,715 13,684 Stock-based compensation 69,102 77,973 Provision for credit losses 2,117 457 Amortization of deferred commissions 13,946 14,415 Reduction in carrying amount of right-of-use assets 3,470 4,876 Change in fair value of debt derivative and warrant liabilities 29,115 (2,241 ) Other (2,418 ) 2,630 Changes in operating assets and liabilities: Accounts receivable 40,149 12,476 Prepaid expenses and other assets (2,657 ) 878 Deferred commissions (12,107 ) (12,013 ) Accounts payable (2,529 ) (634 ) Accrued expenses and other liabilities 6,843 (82,904 ) Accrued employee liabilities (7,986 ) 509 Deferred revenue (24,439 ) (7,461 ) Operating lease liabilities (7,476 ) (10,962 ) Net cash provided by (used in) operating activities 66,710 (35,676 ) Cash flows from investing activities: Purchases of property and equipment (9,252 ) (6,913 ) Purchases of short-term investments (240,093 ) (66,665 ) Maturities of short-term investments 222,279 175,128 Cash paid for acquisition, net of cash acquired (24,786 ) (4,524 ) Net cash (used in) provided by investing activities (51,852 ) 97,026 Cash flows from financing activities: Proceeds from issuance of common stock upon exercise of stock options 3,372 1,000 Proceeds from issuance of common stock under employee stock purchase plan 4,481 4,765 Payment for taxes related to net share settlement of stock options (1,547 ) — Proceeds from issuance of convertible senior notes, net of issuance costs — 145,861 Net cash provided by financing activities 6,306 151,626 Effect of exchange rates on cash and cash equivalents 386 (1,383 ) Net increase in cash and cash equivalents 21,550 211,593 Cash and cash equivalents, beginning of period 256,065 203,239 Cash and cash equivalents, end of period $ 277,615 $ 414,832 ZUORA, INC. RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (in thousands, except percentages) (unaudited) Subscription Gross Margin Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Reconciliation of cost of subscription revenue: GAAP cost of subscription revenue $ 23,954 $ 20,378 $ 67,207 $ 62,304 Less: Stock-based compensation (2,331 ) (2,350 ) (6,291 ) (6,889 ) Amortization of acquired intangibles (1,164 ) (607 ) (2,706 ) (2,083 ) Workforce reductions (228 ) — (796 ) (38 ) Acquisition-related expenses (12 ) — (103 ) — Asset impairment — (439 ) — (439 ) Shareholder matters — — (20 ) — Non-GAAP cost of subscription revenue $ 20,219 $ 16,982 $ 57,291 $ 52,855 GAAP subscription gross margin 77 % 79 % 78 % 78 % Non-GAAP subscription gross margin 81 % 83 % 81 % 81 % Professional Services Gross Margin Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Reconciliation of cost of professional services revenue: GAAP cost of professional services revenue $ 14,383 $ 14,650 $ 43,483 $ 47,851 Less: Stock-based compensation (2,598 ) (2,747 ) (7,359 ) (8,997 ) Acquisition-related expenses (22 ) — (22 ) — Shareholder matters — — (28 ) — Workforce reductions — — (5 ) (46 ) Non-GAAP cost of professional services revenue $ 11,763 $ 11,903 $ 36,069 $ 38,808 GAAP professional services gross margin (23 )% (24 )% (29 )% (27 )% Non-GAAP professional services gross margin (1 )% (1 )% (7 )% (3 )% ZUORA, INC. RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (CONTINUED) (in thousands, except percentages) (unaudited) Total Gross Margin Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Reconciliation of gross profit: GAAP gross profit $ 78,592 $ 74,821 $ 231,404 $ 210,837 Add: Stock-based compensation 4,929 5,097 13,650 15,886 Amortization of acquired intangibles 1,164 607 2,706 2,083 Workforce reductions 228 — 801 84 Acquisition-related expenses 34 — 125 — Asset impairment — 439 — 439 Shareholder matters — — 48 — Non-GAAP gross profit $ 84,947 $ 80,964 $ 248,734 $ 229,329 GAAP gross margin 67 % 68 % 68 % 66 % Non-GAAP gross margin 73 % 74 % 73 % 71 % Operating (Loss) Income and Operating Margin Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Reconciliation of (loss) income from operations: GAAP loss from operations $ (11,718 ) $ (8,821 ) $ (25,379 ) $ (47,239 ) Add: Stock-based compensation 24,933 26,101 69,102 77,973 Acquisition-related expenses 10,299 19 17,100 211 Amortization of acquired intangibles 1,164 607 2,706 2,083 Workforce reductions 241 — 1,518 265 Shareholder matters 181 (3,508 ) 4,240 (3,265 ) Asset impairment — 1,592 — 1,592 Non-GAAP income from operations $ 25,100 $ 15,990 $ 69,287 $ 31,620 GAAP operating margin (10 )% (8 )% (7 )% (15 )% Non-GAAP operating margin 21 % 15 % 20 % 10 % 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 October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Reconciliation of net (loss) income: GAAP net loss $ (32,206 ) $ (5,502 ) $ (53,135 ) $ (47,359 ) Add: Stock-based compensation 24,933 26,101 69,102 77,973 Change in fair value of debt derivative and warrant liabilities 20,174 (6,997 ) 29,115 (2,241 ) Acquisition-related expenses 10,299 19 17,100 211 Amortization of acquired intangibles 1,164 607 2,706 2,083 Workforce reductions 241 — 1,518 265 Shareholder matters 181 (3,508 ) 4,240 (3,265 ) Asset impairment — 1,592 — 1,592 Non-GAAP net income $ 24,786 $ 12,312 $ 70,646 $ 29,259 GAAP net loss per share, basic and diluted 1 $ (0.21 ) $ (0.04 ) $ (0.36 ) $ (0.34 ) Non-GAAP net income per share, basic and diluted 1 $ 0.16 $ 0.09 $ 0.47 $ 0.21 (1) For the three months ended October 31, 2024 and 2023, GAAP and Non-GAAP net (loss) income per share are calculated based upon 152.3 million and 141.5 million basic and diluted weighted-average shares of common stock, respectively. For the nine months ended October 31, 2024 and 2023, GAAP and Non-GAAP net (loss) income per share are calculated based upon 149.5 million and 138.8 million basic and diluted weighted-average shares of common stock, respectively. Adjusted Free Cash Flow Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Reconciliation of adjusted free cash flow: Net cash provided by (used in) operating activities (GAAP) $ 22,408 $ (55,657 ) $ 66,710 $ (35,676 ) Add: Acquisition-related expenses 5,587 28 7,300 135 Shareholder matters 824 71,377 4,379 72,130 Less: Purchases of property and equipment (3,330 ) (3,075 ) (9,252 ) (6,913 ) Adjusted free cash flow (non-GAAP) $ 25,489 $ 12,673 $ 69,137 $ 29,676 Net cash provided by (used in) investing activities (GAAP) $ 18,999 $ 2,005 $ (51,852 ) $ 97,026 Net cash (used in) provided by financing activities (GAAP) $ (1,295 ) $ 145,899 $ 6,306 $ 151,626 View source version on businesswire.com : https://www.businesswire.com/news/home/20241209614914/en/ CONTACT: Investor Relations Contact: Luana Wolk investorrelations@zuora.com 650-419-1377Media Relations Contact: Margaret Juhnke press@zuora.com 619-609-3919 KEYWORD: CALIFORNIA UNITED STATES NORTH AMERICA INDUSTRY KEYWORD: SOFTWARE PAYMENTS ACCOUNTING PROFESSIONAL SERVICES TECHNOLOGY ELECTRONIC COMMERCE FINTECH OTHER TECHNOLOGY SOURCE: Zuora, Inc. Copyright Business Wire 2024. PUB: 12/09/2024 04:10 PM/DISC: 12/09/2024 04:08 PM http://www.businesswire.com/news/home/20241209614914/en
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ST. LOUIS , Dec. 9, 2024 /PRNewswire/ -- TricorBraun, a global packaging leader, announced today that it has entered into an agreement to acquire Veritiv Containers, previously known as All American Containers. Veritiv Containers is a national distributor of both custom and stock rigid packaging solutions for the food and beverage, wine and spirits, personal care, nutraceutical, and industrial sectors. The business operates from facilities across North America . "This acquisition further enhances our North American footprint, offering customers expanded solutions and supply chain options," said Court Carruthers, president and CEO, TricorBraun. "The Veritiv team is highly respected for their expertise, focus on quality, and customer service, and we are pleased to welcome them to the TricorBraun family." Veritiv Containers' leadership team will remain with TricorBraun and all dedicated team members will be offered positions with the company. Effective with the closing of the transaction, Veritiv Containers will operate as TricorBraun. Guy Considine , leader of the Veritiv Containers business added "we are grateful to have been part of the Veritiv team since the acquisition of All American Containers, and we are excited to join TricorBraun because of its significant focus on rigid packaging, where we can continue to grow, develop, and take terrific care of our customers, suppliers, and team members." The transaction is expected to close in the first quarter of 2025 after customary regulatory approval and completion conditions. Advisors Guggenheim Securities, LLC, acted as financial advisor and Sullivan & Cromwell served as legal advisor to TricorBraun on the transaction. About Veritiv Veritiv Operating Company, headquartered in Atlanta , is a leading full-service provider of packaging, jan-san, and hygiene products, services, and solutions. Additionally, Veritiv provides print and publishing products. Serving customers in a wide range of industries both in North America and globally, Veritiv has distribution centers throughout the U.S. and Mexico , and team members around the world helping shape the success of its customers. About TricorBraun Founded in 1902, TricorBraun is a global packaging leader. We leverage our scale, comprehensive scope and unparalleled expertise to solve customers' complex packaging problems and help them win in the marketplace. TricorBraun is composed of more than 2,000 packaging professionals operating from more than 100 locations across the Americas, Europe , Asia , and Australia . Contact: Becky Donner [email protected] | 630.645.1272 SOURCE TricorBraunCarly Teller, the wife of Cleveland Browns offensive lineman Wyatt Teller, has opened up about her experience during the Ohio team’s most recent game. In a recent X/Twitter post shared after the Browns played against the Pittsburgh Steelers on Sunday (December 8), Carly called out the Steelers fan base and revealed how she was treated during the game . “The fans in Pittsburgh today were so blatantly disrespectful to me and the Browns girls,” her post read. “I’ve never felt so attacked by people who I literally did nothing to. Very sad/embarrassing behavior.” Many people in the comments section agreed with Teller that some fans take their love for their favorite team a bit too far. “Sorry, you had to deal with these savages, Carly. I know you repped our city and team with class. It’s a shame you had to be exposed to such horrible people while simply cheering on your man. Us browns fans will always have your back,” one comment read . Another commenter agreed, writing : “That is classless. It’s a rivalry. You can chant at the opposing player/team. Browns fans do it too, but it stays on the field. That is disgusting to behave like that to players’ family members. Families are off limits.” Taking to her Instagram Story, Carly further detailed the incident in text over a selfie with her friend. “When you’re just trying to have a drink and watch your husbands at work but surrounded by Steelers fans who are screaming at you and the entire team,” the text read. However, the NFL player’s wife seemed to brush off the events of the game shortly after. She posted a follow-up message on X/Twitter, which read: “Anyway... back to my bubble in Cleveland to work on my little Christmas cards!” On Sunday, the Browns lost against the Steelers with a final score of 14 to 27. In a press conference , Wyatt addressed his wife’s social media comments about the “hostile environment” at NFL games. “So long as they don’t put their hands on a woman or crazy expose themselves or spit on my wife, you can say whatever you want,” he said. “You have to understand when you’re in a hostile environment, like, that’s what you’re going to get.” Wyatt clarified that the rivalry between the Steelers and the Browns dates back for years, though some fans end up taking it to the extreme. “I pray our fans are a little better, but I know the Dawg Pound can get a little rowdy,” he noted. “I’m not naive to the fact that this rivalry goes so far back. You’ve got to understand it’s hostile out there.” Following the team’s loss, the Browns were ultimately eliminated from receiving a spot in the NFL playoffs. The team will be facing off against reigning Super Bowl champions, the Kansas City Chiefs, on Sunday, December 15.The BC SPCA Kamloops animal centre has recovered several adult cats and kittens from a property, and is getting ready to receive between 15 and 25 more cats from the same property over the next few weeks. The animals were prioritized for recovery, with a female cat, her four kittens, and five other adults in the first intake. Sadly, two of the adult cats needed to be euthanized, while the kittens tested positive for coccidia and one of the adult cats tested positive for giardia. All the cats immediately went into quarantine and were treated. “This happens all too often when a kind person feeds a stray cat,” says Daria Evans, manager of the BC SPCA’s Kamloops animal centre. “In this case the finders began feeding stray cats in their community during the pandemic, and in no time at all the number of cats in their home more than doubled. “They became overwhelmed and reached out to us, and we are currently in the process of bringing all the cats into our care.” Evans adds that it’s likely that all of the cats in the home will require treatment, so the Kamloops centre is preparing for that. Coccidia and giardia are parasitic infections of the intestinal tract and are typically treated with oral medications and intravenous fluids if required. Although quite common and very treatable, they are both contagious. Once the cats clear quarantine, they will be placed with a BC SPCA foster carer or — if they are ready — made available for adoption. “Our goal is to bring all these babies into our care and treat them as soon as possible,” says Evans. “The kittens are very playful and sweet. They were a little grumpy when we gave them their coccidia baths, but that is to be expected. They now seem to be much happier and content.” The adult cats appear to be a mixture of indoor and outdoor animals. Staff at the centre have been pleasantly surprised at how comfortable the cats are around people, even though some may not have had as much human socialization as others. “They are very affectionate and love it when staff comes around to feed and care for them," says Evans. She notes that this case is a reminder that people should reach out if there are stray cats in their area, and the earlier the better. “It is amazing how quickly a cat population can explode.” The cats and kittens currently in care will be available for adoption later in December. You can help them — and other animals in need at the BC SPCA — by making a donation at spca.bc.ca/donations-animal-emergency/ .