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NoneREDWOOD 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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Garrett Wilson has experienced a lot of losing in his three seasons with the New York Jets. Ten losses in his rookie year. Ten last year. And 10 — and counting — this season. The latest came Sunday, when New York held a late lead at Miami but blew it and lost, something that has been an embarrassingly way too common theme. "When you’re up in the fourth quarter, all of a sudden it starts to feel like you have a losing problem,” the wide receiver said after the Jets' 32-26 overtime loss . “You have a gene or some (thing).” It's as good a theory as any at this point, especially for frustrated fans who have watched the Jets (3-10) miss the postseason for 14 straight years . It's the longest active drought in the NFL, a skid that also currently tops any franchise in the NBA, WNBA, NHL or Major League Baseball. “Losing hurts in general,” right guard Alijah Vera-Tucker said Monday. “So when you stack up those L's, that's obviously not where anybody in this building wants to be. That's not anybody's standard at all.” Instead, these Jets are setting dubious marks. They have lost a franchise-worst five games in which they held a fourth-quarter lead. And they've done it in three straight games. New York has nine consecutive losing seasons, also the longest active skid in the NFL. The Jets couldn't even enjoy what interim coach Jeff Ulbrich said Monday was Aaron Rodgers' “best performance of the season.” The 41-year-old quarterback threw for 339 yards — ending a 34-game 300-yard passing drought in the regular season — and a 3-yard touchdown pass to Davante Adams. It wasn't enough. Not when the defense and special teams were having costly breakdowns. Again, with the Jets holding a late lead. And losing. “I wouldn’t say more frustrating, but probably equally frustrating,” Ulbrich said of the latest loss. “There has been, in my opinion, seven games that have come down to the end of the game and have been within one score and we didn’t get it done, and for a lot of different reasons when you look at the span of that seven games. “But we haven’t been good enough in those moments, and we need to be.” What’s working The passing game. The Jets' offense with Rodgers hasn't been nearly as dynamic through the air as most expected. But it has come alive lately, and probably not coincidentally with Rodgers overcoming some nagging leg injuries. The 300-yard game at Miami had Rodgers looking more like the vintage version of the four-time MVP. He was 27 of 39 passing with a season-high 8.7 yards per attempt, leading the Jets to a season-best 402 total yards. “I thought he did a very good job, and obviously the statistics would support that,” Ulbrich said. “He had an excellent day. I thought the offense had probably their best performance of the year.” What needs help Defense vs. the screen. Tua Tagovailoa made quick work of the Jets' defense with a quick release and the Dolphins' use of screen passes. Ulbrich counted 12 of them. “I've never been a part of a game like that,” he said. Ulbrich credited Miami for offsetting New York's aggressive front and slowing it. “I’m taking a hard look at our screen defense,” he said. “We need to be better vs. the screens. Sometimes that’s from an execution standpoint and that’s sometimes from a call standpoint. So we’ve got to make sure that that type of day doesn't occur for the defense. And I have a big part of that.” Stock up LB Jamien Sherwood. With C.J. Mosley going down with various injuries, Sherwood's playing time has increased in his fourth season — and he has produced. He had 18 total tackles, including 13 solo, against the Dolphins and added to his team-leading season total. Sherwood became the first player in the NFL to have 18 or more tackles, two or more for losses and one pass defensed since Denver's Alex Singleton did so in Week 6 of the 2022 season. Stock down Special teams. Anders Carlson made all four of his field-goal attempts, including a go-ahead 42-yarder with 52 seconds left in the fourth quarter. But his kickoff on the ensuing play was returned 45 yards by Malik Washington, helping set up Jason Sanders' 42-yarder with 7 seconds remaining. Carlson acknowledged he was supposed to kick into the end zone for a touchback but mis-hit it. The coverage unit also fell flat in limiting Washington's return. Injuries Ulbrich had no new information on the injuries to RT Morgan Moses, who hurt his left wrist in pregame warmups and left after the first half, or special teams ace Irvin Charles (knee). ... RB Breece Hall (knee) and CB Sauce Gardner missed the game, but Ulbrich said “I’d like to think they’ve got a chance” to play Sunday at Jacksonville. Key number 0 — The Jets had no hits on Tagovailoa, who threw 47 times. “As soon as he snapped the ball, the ball was gone,” Sherwood said. What’s next New York heads to Jacksonville next Sunday, when the loser will move up in the draft order. The Jets currently hold the No. 7 spot, according to tankathon.com, while the Jaguars (3-10) are at No. 5 entering Monday. ___ AP NFL: https://apnews.com/hub/NFL Dennis Waszak Jr., The Associated Press, /PRNewswire/ -- AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, today announced that it will release financial results for its second quarter of fiscal year 2025, ended , after the close of the New York Stock Exchange trading session on . On , at , AAR will hold a conference call to discuss the results. A listen-only webcast and slides can be accessed at . Participants may join via phone by registering at . Once registered, participants will receive a dial-in number and a unique PIN that will allow them to access the call. A replay of the conference call will be available for on-demand listening shortly after the completion of the call at the webcast link and will remain available for approximately one year. AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the area, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at . Director of Investor Relations +1-630-227-5830 View original content to download multimedia: SOURCE AAR CORP.
Putin says Russia will use experimental missile again after Ukraine strikeDalton Knecht turned himself into a household name on the college scene in his last year with Tennessee. In a draft that was considered “weak” when it came to domestic prospects, a recognizable figure like Knecht was sure to stand out. So when the big-brand Los Angeles Lakers selected him with the 14th overall pick in the 2024 NBA Draft, headlines were sure to follow. To this point, he’s overperformed his draft position. But that’s not the only reason he is and always has been the right fit for LeBron James’ Lakers. With NBA-ready talent honing their skills at such a young age, scouts are becoming increasingly skeptical of or hesitant to draft three or four-year players out of college. After all, if they were ready for the NBA, why did it take them so long to develop the skills that they have now? Selecting Dalton Knecht Was A Strategy For The Los Angeles Lakers But Knecht, a five-year player who attended three different programs in his collegiate career – Northeastern Junior College, Northern Arizona, Tennessee – comes in at the right time for the Lakers despite being a late bloomer. James is at a stage of his career where he is no longer in the position to be mentoring younger, unrefined rookies who are considered projects. His primary focus is to win now – today. And the Lakers wanted to build a team around that idea. Also Read: Dalton Knecht Receives High Praise From Lakers Teammates While there were players in the draft who might have more upside down the road than Knecht who could be better than he’ll ever be in a few years, James might not have a “few years” left. Knecht’s ability to contribute to the Lakers’ winning games right away is critical. Dalton Knecht has scored in double digits in five straight games, including a career-high 37 points on nine made threes in Tuesday’s win against the Utah Jazz. This article first appeared on LAFB Network and was syndicated with permission.
Luke Kromenhoek throws 3 TD passes as Florida St. ends six-game skid vs. Charleston SouthernATLANTA , Dec. 12, 2024 /PRNewswire/ -- Cousins Properties Incorporated (the "Company" or "Cousins") (NYSE:CUZ) announced today that its operating partnership, Cousins Properties LP (the "Operating Partnership"), has priced an offering of $400 million aggregate principal amount of 5.375% senior unsecured notes due 2032 at 99.463% of the principal amount. The offering is expected to close on December 17, 2024 , subject to the satisfaction of customary closing conditions. Cousins intends to use the net proceeds from the offering to fund a portion of the purchase price of 601 West 2nd Street, also known as Sail Tower, an 804,000 square foot trophy lifestyle office property in Austin (the "Sail Tower Acquisition"), and the remainder to repay borrowings under its credit facility and for general corporate purposes. In the event the Sail Tower Acquisition is not completed, Cousins will use the net proceeds from the offering for general corporate purposes, including the acquisition and development of office properties, other opportunistic investments and the repayment of debt. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company. J.P. Morgan, Truist Securities, US Bancorp, BofA Securities, Morgan Stanley, PNC Capital Markets LLC, TD Securities and Wells Fargo Securities are acting as joint book-running managers. A shelf registration statement relating to these securities is effective with the Securities and Exchange Commission. The offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of these documents may be obtained by contacting J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York , 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533; Truist Securities, Inc., Attention: Prospectus Department, 303 Peachtree Street, Atlanta, GA 30308, telephone: 800-685-4786, or e-mail: TruistSecurities.prospectus@Truist.com ; or U.S. Bancorp Investments, Inc., Attention: High Grade Syndicate, 214 North Tryon Street, 26th Floor, Charlotte, NC 28202, or by telephone at: (877) 558-2607. Electronic copies of these documents are also available from the Securities and Exchange Commission's website at www.sec.gov . This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes, nor shall it constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale is unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. About Cousins Properties Cousins Properties is a fully integrated, self-administered and self-managed real estate investment trust ("REIT"). The Company, based in Atlanta, GA and acting through the Operating Partnership, primarily invests in Class A office buildings located in high growth Sun Belt markets. Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing, and management of high-quality real estate assets. The Company has a comprehensive strategy in place based on a simple platform, trophy assets, and opportunistic investments. Forward-Looking Statements Certain matters contained in this press release are "forward-looking statements" within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and in the Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024 . These forward-looking statements include information about the Company's possible or assumed future results of the business and the Company's financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as: guidance and underlying assumptions; business and financial strategy; future debt financings; future acquisitions and dispositions of operating assets or joint venture interests; future acquisitions and dispositions of land, including ground leases; future acquisitions of investments in real estate debt; future development and redevelopment opportunities; future issuances and repurchases of common stock, limited partnership units, or preferred stock; future distributions; projected capital expenditures; market and industry trends; future occupancy or volume and velocity of leasing activity; entry into new markets, changes in existing market concentrations, or exits from existing markets; future changes in interest rates and liquidity of capital markets; and all statements that address operating performance, events, investments, or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders. Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following: the availability and terms of capital and our ability to obtain and maintain financing arrangements on terms favorable to us or at all; the ability to refinance or repay indebtedness as it matures; any changes to our credit rating; the failure of purchase, sale, or other contracts to ultimately close; the failure to achieve anticipated benefits from acquisitions, developments, investments, or dispositions; the effect of common stock or operating partnership unit issuances, including those undertaken on a forward basis, which may negatively affect the market price of our common stock; the availability of buyers and pricing with respect to the disposition of assets; changes in national and local economic conditions, the real estate industry, and the commercial real estate markets in which we operate (including supply and demand changes), particularly in Atlanta , Austin , Tampa , Charlotte , Phoenix , Dallas , and Nashville , including the impact of high unemployment, volatility in the public equity and debt markets, and international economic and other conditions; threatened terrorist attacks or sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism, which may result in a disruption of day-to-day building operations; changes to our strategy in regard to our real estate assets may require impairment to be recognized; leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease newly-developed and/or recently acquired space, the failure of a tenant to commence or complete tenant improvements on schedule or to occupy leased space, and the risk of declining leasing rates; changes in the preferences of our tenants brought about by the desire for co-working arrangements, trends toward utilizing less office space per employee, and the effect of employees working remotely; any adverse change in the financial condition or liquidity of one or more of our tenants or borrowers under our real estate debt investments; volatility in interest rates (including the impact upon the effectiveness of forward interest rate contract arrangements) and insurance rates; inflation; competition from other developers or investors; the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk); supply chain disruptions, labor shortages, and increased construction costs; risks associated with security breaches through cyberattacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems, which support our operations and our buildings; changes in senior management, changes in the Company's board of directors, and the loss of key personnel; the potential liability for uninsured losses, condemnation, or environmental issues; the potential liability for a failure to meet regulatory requirements, including the Americans with Disabilities Act and similar laws or the impact of any investigation regarding the same; the financial condition and liquidity of, or disputes with, joint venture partners; any failure to comply with debt covenants under debt instruments and credit agreements; any failure to continue to qualify for taxation as a real estate investment trust or meet regulatory requirements; potential changes to state, local, or federal regulations applicable to our business; material changes in dividend rates on common shares or other securities or the ability to pay those dividends; potential changes to the tax laws impacting real estate investment trusts and real estate in general; risks associated with climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate changes and investor and public perception of our efforts to respond to the same; the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results; risks associated with possible federal, state, local, or property tax audits; and those additional risks and environmental or other factors discussed in reports filed with the Securities and Exchange Commission by the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company cannot guarantee the accuracy of any such forward-looking statements contained in this press release, and the Company does not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Contacts Roni Imbeaux Vice President, Finance and Investor Relations 404-407-1104 rimbeaux@cousins.com View original content: https://www.prnewswire.com/news-releases/cousins-properties-announces-pricing-of-senior-notes-offering-302330787.html SOURCE Cousins Properties
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