513 material Form 8-K filings that 427 companies we cover made with the SEC in November 2024, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
CorVel founder V. Gordon Clemons retired effective November 26, 2024, as an employee, director and Chairman of the Board. Chief Executive Officer Michael G. Combs was appointed to the board and elected Chairman the same day, so the chief executive now also chairs the board.
Clemons founded CorVel in 1988 and served as chairman since the company's 1991 initial public offering, after 37 years of service.
Clemons and the company agreed to terminate his employment agreement and covenant not to compete; the filing says the retirement does not reflect a disagreement on operations, policies or practices.
Combs is not expected to receive additional compensation for serving as a director or chairman.
Clemons will continue to be available to Combs as an outside consultant, having advised Combs since 2017.
Abercrombie & Fitch reported third-quarter fiscal 2024 net sales of $1.2 billion, up 14% from a year earlier, and diluted earnings per share of $2.50, compared with $1.83. The company raised its full-year net sales growth outlook to 14% to 15% from 12% to 13% and now expects an operating margin of around 15%, which points to stronger profit expectations for shareholders.
Third-quarter net sales of $1.2 billion, up 14%; comparable sales rose 16%
Diluted earnings per share of $2.50 versus $1.83 a year earlier; operating income of $179 million versus $138 million
Full-year fiscal 2024 net sales growth outlook raised to 14% to 15%, from 12% to 13%; operating margin outlook around 15%, from 14% to 15%
Repurchased 720,687 shares for about $100 million in the third quarter; $102 million remains on the November 2021 authorization
On November 25, 2024, DT Midstream amended its credit agreement to permit certain bridge loans, including a $700 million 364-day bridge facility from Barclays Bank PLC. The bridge provides backstop funding for the company's purchase of all equity interests in Guardian Pipeline, Midwestern Gas Transmission and Viking Gas Transmission. As of the filing date, $293.7 million of commitments were outstanding under the bridge facility, and the filing gives no financial results or purchase price.
Amendment No. 3 to the credit agreement signed November 25, 2024, with Barclays Bank PLC as administrative agent
$700 million 364-day bridge loan facility from Barclays Bank PLC, with $293.7 million in commitments outstanding on the filing date
Bridge backs the purchase of Guardian Pipeline, Midwestern Gas Transmission and Viking Gas Transmission
Arrowhead Pharmaceuticals reported a fiscal 2024 net loss attributable to the company of $599.5 million, or $5.00 per diluted share, for the year ended September 30, 2024, compared with a loss of $205.3 million, or $1.92 per share, a year earlier. Revenue fell to $3.6 million from $240.7 million, while research and development expense rose to $505.9 million from $353.2 million. The company said its recent Sarepta licensing deal and Sixth Street credit facility, both announced in the filing period, extend its cash runway into 2028.
Revenue was $3.6 million in fiscal 2024 versus $240.7 million in fiscal 2023.
Diluted net loss per share was $5.00 versus $1.92 a year earlier.
Research and development expense was $505.9 million versus $353.2 million.
Sarepta agreement provides $825 million upon closing, including a $325 million equity investment; Sixth Street facility is $500 million, with $400 million funded at close.
Abercrombie & Fitch appointed Robert Ball as Senior Vice President and Chief Financial Officer, effective November 20, 2024, replacing Scott Lipesky, who remains Executive Vice President and Chief Operating Officer. The board also adopted amendments to the company's bylaws on stockholder proposals, nominations and share issuance, effective the same date.
Robert Ball, who joined the company in 2003, was appointed CFO effective November 20, 2024, with an annual base salary of $500,000 and a 60% target incentive opportunity starting in fiscal 2025.
Scott Lipesky ceased to be CFO and principal accounting officer as of November 20, 2024, and will continue as Executive Vice President and Chief Operating Officer.
Joseph Frericks was named principal accounting officer, effective November 20, 2024.
Bylaw amendments add a rule that stockholders soliciting proxies must use a color other than white for their proxy card, and revise advance notice requirements for proposals and director nominations.
For the quarter ended October 31, 2024, J.M. Smucker reported net sales of $2.3 billion, up 17% mainly due to the Hostess Brands acquisition, and adjusted earnings per share of $2.76, up 7%. The company posted a GAAP net loss of $0.23 per diluted share, versus earnings of $1.90 a year earlier, after a $260.8 million pre-tax loss on the Voortman business held for sale. The company raised its full-year fiscal 2025 adjusted earnings per share guidance to $9.70 to $10.10 from $9.60 to $10.00.
Net sales were $2.3 billion, up $332.6 million or 17%; excluding the acquisition, divestitures, and currency, net sales rose 2%.
GAAP net loss of $0.23 per diluted share, compared with $1.90 a year earlier, including a $260.8 million pre-tax loss on the Voortman business.
Adjusted earnings per share were $2.76, up 7%; free cash flow was $317.2 million versus $28.2 million a year earlier.
Fiscal 2025 adjusted earnings per share guidance raised to $9.70 to $10.10 from $9.60 to $10.00; net sales growth guidance unchanged at 8.5% to 9.5%.
DICK'S Sporting Goods reported third-quarter net sales of $3.06 billion, up 0.5%, and diluted earnings per share of $2.75, up from $2.39 a year earlier. Comparable sales rose 4.2%. The company raised its full-year 2024 guidance for diluted EPS to $13.65 to $13.95 from $13.55 to $13.90, and for comparable sales growth to 3.6% to 4.2% from 2.5% to 3.5%.
Q3 net sales $3.06 billion, up 0.5%; the calendar shift reduced sales by about $105 million
Q3 diluted EPS $2.75 vs. $2.39 a year earlier; non-GAAP EPS was $2.75 vs. $2.85
Full-year 2024 diluted EPS guidance raised to $13.65 to $13.95; comparable sales guidance raised to 3.6% to 4.2%
Board declared a quarterly dividend of $1.10 per share, payable December 27, 2024, to holders of record on December 13, 2024
Best Buy reported third-quarter fiscal 2025 revenue of $9.45 billion, down from $9.76 billion a year earlier, with enterprise comparable sales down 2.9%. GAAP diluted EPS rose to $1.26 from $1.21, while non-GAAP diluted EPS fell to $1.26 from $1.29. The company lowered its full-year comparable sales and revenue guidance, which matters to shareholders because it signals weaker expected demand for the year.
Q3 revenue was $9,445 million versus $9,756 million a year earlier; enterprise comparable sales declined 2.9%.
GAAP diluted EPS was $1.26 versus $1.21; non-GAAP diluted EPS was $1.26 versus $1.29.
FY25 comparable sales guidance was cut to a decline of 2.5% to 3.5% from a decline of 1.5% to 3.0%; revenue guidance is now $41.1 billion to $41.5 billion versus $41.3 billion to $41.9 billion.
Board authorized a regular quarterly cash dividend of $0.94 per share, payable January 7, 2025, to holders of record on December 17, 2024.
Burlington reported third-quarter fiscal 2024 total sales up 11% to $2,526 million and net income of $91 million, or $1.40 per diluted share, versus $49 million, or $0.75, a year earlier. The company raised its full-year fiscal 2024 adjusted EPS guidance to $7.76 to $7.96, but comparable store sales grew only 1%, and its fourth-quarter guidance calls for a lower adjusted EBIT margin.
Q3 total sales rose 11% to $2,526 million; comparable store sales rose 1%, which management attributed to warmer weather from mid-September.
Q3 net income was $91 million, or $1.40 per diluted share; adjusted EPS rose 41% to $1.55.
Full-year fiscal 2024 adjusted EPS guidance was raised to $7.76 to $7.96.
Fourth-quarter guidance calls for comparable store sales growth of 0% to 2% and an adjusted EBIT margin decline of 50 to 80 basis points.
New Jersey Resources reported fiscal 2024 net income of $289.8 million, or $2.94 per share, up from $2.73 per share a year earlier, with net financial earnings per share of $2.95 at the higher end of its guidance range. It introduced fiscal 2025 guidance of $3.05 to $3.20 per share, which it said is above its long-term growth target because of a one-time gain from the $132.5 million sale of its residential solar portfolio, closed November 25, 2024. Fiscal 2024 operating revenues fell to $1.8 billion from $2.0 billion, and the company raised its fiscal 2025 dividend 7.1 percent to $1.80 per share.
Fiscal 2024 net income was $289.8 million, or $2.94 per share, compared with $264.7 million, or $2.73 per share, in fiscal 2023.
Fiscal 2024 net financial earnings were $290.8 million, or $2.95 per share, at the higher end of guidance raised in February 2024.
Fiscal 2025 net financial earnings per share guidance is $3.05 to $3.20; the dividend rises 7.1 percent to $1.80 per share.
The residential solar portfolio sale closed November 25, 2024 for approximately $132.5 million, subject to adjustments; the company expects a gain in fiscal 2025.
Woodward reported fiscal 2024 net sales of $3.3 billion, up 14%, and diluted EPS of $6.01, up 59%, for the year ended September 30, 2024. For fiscal 2025 it guided to sales of $3.30 billion to $3.50 billion and EPS of $5.75 to $6.25, with Industrial sales expected to fall 7% to 11% due to lower China on-highway natural gas truck sales.
Fiscal 2024 net sales $3.3 billion (+14%); fourth quarter net sales $855 million (+10%)
Schneider National said on November 25, 2024 that its subsidiaries signed an agreement to acquire Cowan Systems, a privately owned Baltimore-based dedicated contract carrier, for about $390 million in cash, plus about $31 million for related real estate. The deal will be funded with existing cash and borrowings under a new term loan of up to $400 million, and the company expects it to close in the fourth quarter of 2024. Schneider says the acquisition is expected to be accretive to earnings per share within the first year, before synergies, which matters to shareholders because it adds debt and integration risk alongside the expected earnings benefit.
Purchase price of about $390 million in cash, net of cash acquired and certain adjustments, plus about $31 million for related real estate assets
Financed with existing cash on hand and borrowings under a 2024 Term Loan of up to $400 million, dated November 22, 2024 and maturing November 22, 2029
Cowan operates about 1,800 trucks and 7,500 trailers across more than 40 locations in the Eastern and Mid-Atlantic United States
Transaction expected to close in the fourth quarter of 2024; Schneider expects it to be accretive to earnings per share within the first year, before synergies
Bath & Body Works reported third-quarter 2024 net sales of $1,610 million, up 3.0%, but diluted earnings per share fell to $0.49 from $0.52 a year earlier. The company raised its full-year 2024 earnings and net sales guidance, while its fourth-quarter outlook calls for net sales to decline 4.5% to 6.5% and earnings per share of $1.94 to $2.07 versus $2.55 a year earlier.
Q3 2024 net sales were $1,610 million, up 3.0% from $1,562 million; net income was $106 million versus $119 million
Q3 diluted EPS was $0.49 versus $0.52; adjusted EPS was $0.49 versus $0.48 after excluding a 2023 debt-extinguishment gain
Full-year 2024 GAAP EPS guidance raised to $3.46 to $3.59, including $400 million of planned share repurchases
Fourth-quarter 2024 net sales expected to decline 6.5% to 4.5%, with EPS of $1.94 to $2.07 versus $2.55 in Q4 2023
Old National Bancorp agreed to merge with Bremer Financial Corporation, a St. Paul, Minnesota bank holding company with $16.2 billion in total assets, in a deal the companies say is valued at approximately $1,401 million based on Old National's November 22, 2024 closing price. The combined company would have over $70 billion in assets, and the transaction is expected to close in the middle of 2025, subject to Bremer shareholder approval and regulatory approvals.
Each Bremer share converts into $26.22 in cash plus 4.182 Old National shares, or $116.76 per share based on the November 22, 2024 closing price
Otto Bremer Trust, which holds about 86% of Bremer common stock, has agreed to vote in favor of the merger
After closing, the Trust will hold an approximate 11% stake in Old National and a Trustee will join Old National's board
Closing is anticipated in the middle of 2025 and requires approvals from the OCC and the Federal Reserve Board
Applied Industrial Technologies agreed on November 21, 2024 to acquire all membership interests of Hydradyne, LLC, a Dallas-based fluid power distributor, from LOR, Inc. for $272 million, subject to customary post-closing adjustments and funded with cash on hand. Applied expects the acquisition to contribute about $260 million in sales and $30 million in EBITDA before anticipated synergies and to be accretive to EPS within the first 12 months of ownership, and it expects the deal to close in the fourth quarter of 2024 subject to regulatory and other conditions.
Purchase price is $272 million, paid in cash on hand, subject to post-closing adjustments for cash, indebtedness, transaction expenses and working capital
Applied expects Hydradyne to add about $260 million in sales and $30 million in EBITDA before synergies, and to be accretive to EPS within 12 months
Closing is expected in the fourth quarter of 2024, subject to HSR antitrust waiting period expiration; either party may terminate if not closed by March 21, 2025
Hydradyne has nearly 500 associates across 33 Southeastern U.S. locations and will become part of the Engineered Solutions segment
APi Group's Chief Financial Officer, Kevin Krumm, will leave the company effective December 13, 2024, to pursue another professional opportunity. David Jackola, currently CFO and Vice President of Transformation at APi International, will serve as interim CFO until a successor is named, and the company has started a search. The company also reaffirmed its 2024 net revenue and adjusted EBITDA guidance, which it had first given on October 31, 2024.
Kevin Krumm, Executive Vice President and Chief Financial Officer, resigns effective December 13, 2024.
David Jackola, 45, becomes interim CFO; he has been CFO of APi International since November 2022.
Jackola will receive a $25,000 monthly cash stipend and a one-time restricted stock unit grant valued at $500,000, vesting in three equal annual tranches.
2024 net revenue and adjusted EBITDA guidance reaffirmed; the company plans another update in mid-December.
On November 21, 2024, Tapestry entered accelerated share repurchase agreements with Bank of America and Morgan Stanley to buy back up to $2.0 billion of its common stock. The company is funding the buyback with a new $750.0 million term loan, about $1.0 billion of revolving credit facility borrowings, and cash on hand, so the deal increases its debt. Final share count will depend on volume-weighted average prices during the ASR terms, with settlement no later than September 27, 2025.
Up to $2.0 billion of common stock to be repurchased under ASR agreements with Bank of America, N.A. and Morgan Stanley & Co. LLC.
Initial delivery of 28,363,766 shares expected on November 26, 2024, with a $2.0 billion payment to the dealers the same day.
New $750.0 million senior unsecured term loan matures six months after funding and bears interest at term SOFR plus 1.125%.
$800.0 million remains available under the share repurchase program authorized in May 2022; final settlement due no later than September 27, 2025.
Insperity announced in August 2024 that Chief Financial Officer Douglas S. Sharp would retire effective November 15, 2024. On that date the company entered a consulting agreement with Mr. Sharp to help with the transition of his responsibilities through March 31, 2025. The change in the top finance role is a leadership transition that shareholders may track, though the filing does not describe any change in financial results.
Douglas S. Sharp, Executive Vice President of Finance, Chief Financial Officer and Treasurer, retires effective November 15, 2024.
Consulting agreement dated November 15, 2024 runs through March 31, 2025 and pays $10,000 per month.
Agreement includes a non-compete and non-solicitation period lasting until twenty-four months after the agreement ends.
BGC Group said Chairman and CEO Howard W. Lutnick has been nominated by President Donald J. Trump as U.S. Secretary of Commerce, and that he intends to step down from his BGC positions upon U.S. Senate confirmation. Lutnick said he expects to recommend that John Abularrage, Jean-Pierre Aubin, and Sean Windeatt be named Co-CEOs of BGC effective upon his confirmation, and BGC expects no changes to its existing corporate structure.
Lutnick nominated as the 41st U.S. Secretary of Commerce; the company announcement is dated November 21, 2024.
He intends to step down from BGC, Cantor, and Newmark upon Senate confirmation and divest those interests.
He expects to recommend John Abularrage, Jean-Pierre Aubin, and Sean Windeatt as Co-CEOs of BGC.
BGC expects no changes to its corporate structure and will disclose further details at a later date.
Gap Inc. reported third-quarter fiscal 2024 net sales of $3.8 billion, up 2%, and operating income of $355 million, compared with $250 million a year earlier. The company raised its full-year fiscal 2024 outlook for net sales, gross margin and operating income growth.
Diluted earnings per share were $0.72, compared with $0.58 a year earlier; net income was $274 million.
Comparable sales rose 1%, and operating margin was 9.3%, up 270 basis points.
Full-year operating income growth outlook was raised to the mid to high 60% range, from the mid to high 50% range.
Full-year net sales growth outlook is now up 1.5% to 2.0% on a 52-week basis, from up slightly.
DT Midstream sold 3,625,000 common shares at $101.000 each, and underwriters exercised in full their option for 543,750 more shares; the offering closed November 21, 2024. The company reports approximately $405,542,219 in net proceeds, which it intends to use to fund its pending acquisition of Guardian Pipeline, Midwestern Gas Transmission and Viking Gas Transmission from ONEOK, so shareholders face a larger share count while the company adds these pipelines.
3,625,000 shares priced at $101.000 per share to the public; underwriters agreed to buy them at $97.465 per share
Underwriters exercised their 30-day option for 543,750 additional shares in full on November 20, 2024
Net proceeds of approximately $405,542,219 after underwriting discounts and estimated offering expenses; offering closed November 21, 2024
Proceeds intended for the pending ONEOK pipeline acquisition; the company and its executive officers and directors agreed to a 45-day lock-up on share sales
Ross Stores reported third-quarter earnings per share of $1.48 for the 13 weeks ended November 2, 2024, up from $1.33, on sales of $5.1 billion, up from $4.9 billion, with comparable store sales up 1%. The company said sales were below plan, but it now expects fiscal 2024 earnings per share of $6.10 to $6.17, compared with $5.56 last year, and fourth-quarter earnings per share of $1.57 to $1.64, compared with $1.82 for the prior-year fourth quarter.
Q3 diluted EPS $1.48 vs. $1.33 a year earlier; net earnings $489 million vs. $447 million
Q3 sales $5.1 billion vs. $4.9 billion; operating margin 11.9% vs. 11.2%
Fourth-quarter EPS guidance $1.57 to $1.64 vs. $1.82 last year, including about $0.03 unfavorable packaway timing impact
Fiscal 2024 EPS now expected at $6.10 to $6.17 vs. $5.56 last year; $1.05 billion buyback planned for fiscal 2024
J&J Snack Foods said Shawn Munsell will become Senior Vice President and Chief Financial Officer effective December 2, 2024, replacing Ken Plunk, who is retiring and will support the transition through the end of 2024. Munsell will have overall responsibility for the company's corporate financial operations, and his offer letter sets a $500,000 base salary and a target bonus of 75% of base salary. A change in CFO matters to shareholders because the role oversees all of the company's financial functions.
Shawn Munsell becomes SVP and Chief Financial Officer effective December 2, 2024, succeeding Ken Plunk, whose retirement was announced in June 2024.
Offer letter: $500,000 base salary, 75% target bonus, and a $50,000 sign-on bonus net of taxes, repayable if employment ends within the first twelve months.
Annual long-term incentive restricted stock unit awards valued at $400,000 under the company's current LTIP.
Munsell was CFO of Calavo Growers from June 2022 and previously led finance and accounting for Tyson Foods' chicken segment from 2018 to 2022.
BJ's Wholesale Club reported third-quarter fiscal 2024 results, with total revenues up 3.5% to $5.10 billion and diluted EPS of $1.17 versus $0.97 a year earlier. The company raised its full-year adjusted EPS range to $3.90 to $4.00 from a previously stated $3.75 to $4.00 range, and approved a new $1.0 billion share repurchase program.
Q3 fiscal 2024 total revenues were $5.10 billion, up 3.5%; diluted EPS was $1.17 versus $0.97, and adjusted EPS was $1.18 versus $1.00
Full-year fiscal 2024 adjusted EPS range raised to $3.90 to $4.00; comparable club sales growth now expected at 2.3% to 2.4%
Board approved a $1.0 billion share repurchase program on November 18, 2024, expiring January 2029
Club membership fee rises $5 to $60 a year and Club+ rises $10 to $120 a year, effective January 1, 2025
N-able said on November 20, 2024 that it completed its acquisition of Adlumin, Inc., a cybersecurity company that provides extended detection and response and managed detection and response services. The company paid $100 million in cash and 1,570,762 shares of its common stock at closing, with additional deferred cash and up to $30 million in earn-out payments tied to performance targets. The filing also gave updated fourth-quarter and full-year 2024 revenue and adjusted EBITDA outlooks.
Closed November 20, 2024: about $100 million in cash, subject to customary adjustments, plus 1,570,762 shares of common stock
Deferred cash of $120 million, paid as $52.5 million and $67.5 million on the first and second anniversaries of closing
Up to $30 million in earn-out payments in 2025 and 2026 based on performance metrics
Full-year 2024 total revenue outlook of $463.0 million to $464.5 million, representing 10% year-over-year growth; fourth-quarter revenue outlook of $113.3 million to $114.8 million
Acadia Pharmaceuticals said Executive Vice President, Chief Operating Officer and Head of Commercial Brendan Teehan was involuntarily terminated without Cause, effective immediately. Mr. Teehan will stay on as a non-executive employee through December 31, 2024 to help transfer his duties to a successor, and CEO Catherine Owen Adams will assume his responsibilities until one is appointed.
Brendan Teehan's executive role ended effective immediately, per an agreement dated November 18, 2024
Teehan remains a non-executive employee until December 31, 2024 to assist with the transition
CEO Catherine Owen Adams will assume his responsibilities until a successor is appointed
The filing does not name a successor or state the reason for the termination
Wingstop and its subsidiaries signed a purchase agreement on November 19, 2024, under which a special purpose subsidiary will issue and sell $500 million of Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2, in a private securitization. The closing is expected on December 3, 2024, subject to closing conditions, and the notes carry an anticipated repayment date in December 2031 with a legal final maturity in December 2054.
$500 million of Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2, to be issued by Wingstop Funding LLC
Anticipated repayment date in December 2031; legal final maturity in December 2054
If not repaid or refinanced by the anticipated repayment date, additional interest accrues at the greater of 5.00% per annum and a Treasury-based formula plus 5.00% and 1.60%
Closing expected Tuesday, December 3, 2024; Morgan Stanley & Co. LLC and Barclays Capital Inc. are the initial purchasers
Williams-Sonoma reported third-quarter 2024 results for the quarter ended October 27, 2024. Net revenues fell to $1.80 billion from $1.85 billion and comparable brand revenue declined 2.9%, but diluted EPS rose 7.1% to $1.96 on an operating margin of 17.8%, and the company raised its full-year 2024 outlook. The board also approved a new $1 billion stock repurchase authorization, and the raised margin guidance includes a $49 million out-of-period freight expense adjustment.
Net revenues were $1.80 billion versus $1.85 billion a year earlier; comparable brand revenue fell 2.9%.
Diluted EPS was $1.96 versus $1.83; operating margin was 17.8% versus 17.0%.
Full-year 2024 net revenue decline is now expected at -3.0% to -1.5%, and operating margin at 18.4% to 18.8%, including a $49 million out-of-period adjustment.
A new $1 billion stock repurchase authorization was approved in September 2024; total authorization is $1.3 billion, including $293 million remaining under the March 2024 program.
Dolby reported fourth-quarter fiscal 2024 revenue of $305 million, up from $291 million a year earlier, and GAAP diluted earnings of $0.61 per share versus $0.09. For the full fiscal year, revenue fell to $1.27 billion from $1.30 billion, while GAAP diluted EPS rose to $2.69 from $2.05. The company also gave fiscal 2025 revenue guidance of $1.33 billion to $1.39 billion and entered a $250 million revolving credit facility with Bank of America, with no amount drawn at closing.
Q4 fiscal 2024 revenue $305 million vs. $291 million a year earlier; GAAP diluted EPS $0.61 vs. $0.09
Full fiscal 2024 revenue $1.27 billion vs. $1.30 billion; GAAP diluted EPS $2.69 vs. $2.05
Fiscal 2025 guidance: total revenue $1.33 billion to $1.39 billion; GAAP diluted EPS $2.43 to $2.58
Credit Agreement signed November 14, 2024: $250 million unsecured revolver plus $150 million uncommitted incremental capacity; $0.33 per share dividend payable December 10, 2024
On November 13, 2024, Adtalem's board unanimously elected President and CEO Stephen W. Beard as chairman, so he now holds both roles, succeeding Michael W. Malafronte, who remains on the board as lead independent director. The same day, shareholders elected all ten director nominees and approved the PricewaterhouseCoopers LLP auditor ratification and an advisory vote on executive compensation. The filing names Adtalem Global Education Inc. (NYSE: ATGE), not Covista Inc. (CVSA) as shown in the filing header.
November 13, 2024: board unanimously elected CEO Stephen W. Beard as chairman, effective immediately; Malafronte becomes lead independent director.
Annual meeting, November 13, 2024: all ten directors elected; Beard received 33,253,740 votes for and 66,330 against.
PricewaterhouseCoopers LLP ratification passed with 33,848,340 for and 629,766 against; advisory executive pay vote passed with 31,744,452 for and 847,326 against.
Energizer reported fiscal 2024 net sales of $2,887.0 million, down 2.5% from $2,959.7 million, while adjusted diluted EPS rose to $3.32 from $3.09. Reported net earnings fell to $38.1 million from $140.5 million, mainly due to a $110.6 million non-cash impairment of intangible assets. The company guided fiscal 2025 adjusted EBITDA to $625 million to $645 million and adjusted EPS to $3.45 to $3.65, and its board approved a new buyback of up to 7.5 million shares.
Fiscal 2024 net sales were $2,887.0 million, down 2.5%; organic sales declined 2.2%
Fiscal 2024 reported diluted EPS was $0.52 versus $1.94; adjusted diluted EPS was $3.32 versus $3.09
Fiscal 2025 outlook: adjusted EBITDA of $625 million to $645 million and adjusted EPS of $3.45 to $3.65
Board approved a new share repurchase program of up to 7.5 million shares on November 18, 2024, replacing the prior authorization
Cytokinetics granted Bayer Consumer Care AG an exclusive license to develop and commercialize aficamten in Japan under an agreement signed November 18, 2024. Cytokinetics will receive a €50 million upfront payment, with additional milestone and royalty payments possible, while it keeps the right to run certain clinical trials in Japan.
Upfront payment of €50 million from Bayer
Milestone payments of up to €90 million tied to clinical and launch events in hypertrophic cardiomyopathy
Commercial milestones of up to €490 million plus tiered royalties on Japan net sales, from the high teens to the low thirties percent
Agreement dated November 18, 2024; full text to be filed with the 2024 Form 10-K
Protagonist said its Phase 3 ICONIC-LEAD and ICONIC-TOTAL studies of icotrokinra in plaque psoriasis met their primary endpoints. Under a November 13, 2024 amendment to its collaboration with Janssen, the company has earned a $165 million milestone, which it expects to receive in Q1 2025, and the filing states the payment is not refundable. The filing does not provide revenue, profit or guidance figures.
ICONIC-LEAD: 64.7% of patients reached IGA 0/1 at week 16 on icotrokinra vs. 8.3% on placebo; 49.6% reached PASI 90 vs. 4.4% on placebo.
Amendment raised the Phase 3 milestone by $50 million to $165 million and eliminated $35 million and $15 million milestone payments, which accelerates them into the $165 million.
Company expects to receive the $165 million in Q1 2025 and remains eligible for up to $630 million in future milestones plus tiered royalties of 6-10% on worldwide net sales.
ADM reported third quarter 2024 GAAP net earnings attributable to the company of $18 million, or $0.04 per diluted share, compared with $821 million, or $1.52 per share, a year earlier. The results include a $461 million non-cash impairment charge on its Wilmar equity investment, and adjusted EPS was $1.09. ADM also filed restated financial statements for fiscal 2023 and the first two quarters of 2024, which it says did not affect consolidated results, and affirmed its full-year 2024 adjusted EPS range of $4.50 to $5.00.
Revenues were $19.9 billion, down from $21.7 billion in the prior-year quarter.
Total segment operating profit was $1,037 million, down 28% from $1,446 million.
Full-year 2024 adjusted EPS guidance of $4.50 to $5.00 was affirmed, not changed.
Fourth quarter AS&O segment operating profit is expected to be lower than a year earlier; Nutrition is expected to be higher than a year earlier but lower than the third quarter.
AECOM reported fiscal fourth-quarter 2024 revenue of $4.1 billion, up 7% from a year earlier, with diluted EPS of $1.25 as reported and adjusted EPS up 26%. It guided fiscal 2025 adjusted EPS to $5.00 to $5.20 and raised its quarterly dividend 18% to $0.26 and its share repurchase authorization to $1 billion, which affects per-share returns for shareholders.
Q4 fiscal 2024 diluted EPS was $1.25 as reported, versus $0.24 a year earlier; adjusted EPS rose 26%
Full-year fiscal 2024 revenue was $16.1 billion, up 12%, and free cash flow was $708 million
Fiscal 2025 guidance includes adjusted EPS of $5.00 to $5.20 and adjusted EBITDA of $1,170 million to $1,210 million
Quarterly dividend raised to $0.26 from $0.22, payable January 17, 2025, to holders of record on January 2, 2025
CVS Health increased its board from 12 to 16 members on November 17, 2024, appointing Leslie Norwalk, Larry Robbins, Guy Sansone and Doug Shulman, after discussions with activist investor Glenview Capital Management. The company also entered a confidentiality agreement with Glenview that includes customary standstill and non-disparagement terms, and the filing describes compensation changes for two senior executives.
Board expanded from 12 to 16 members; Norwalk, Robbins, Sansone and Shulman appointed November 17, 2024
Company agreed to nominate all four for election at the 2025 annual meeting of stockholders
Glenview standstill restrictions remain in effect until 30 days before the stockholder nomination window for the 2026 annual meeting
Premium-priced stock options with grant date values of $12,000,000 for CEO J. David Joyner and $6,000,000 for Prem S. Shah, granted November 30, 2024
Broadstone Net Lease said its total estimated build-to-suit development commitments are now $246.5 million, to be funded through the second quarter of 2026, down from $418.8 million in its October 30, 2024 release. A prospective tenant for a large build-to-suit project in the pipeline changed its strategy after an unanticipated executive leadership change and chose not to proceed, including with the Company's transaction, which lowers the development growth pipeline shareholders had been counting on.
Total estimated build-to-suit commitments of $246.5 million, down from $418.8 million reported on October 30, 2024.
A prospective tenant shifted strategy after an unanticipated executive leadership change and declined a large build-to-suit transaction in the pipeline.
Of the $246.5 million, $125.4 million is for developments actively under construction and $121.1 million is additional development commitments.
CEO John Moragne, CFO Kevin Fennell and Brent Maedl will participate in Nareit REITworld 2024 in Las Vegas on November 19 and 20, 2024.
Marsh & McLennan's subsidiary Marsh & McLennan Agency completed its acquisition of McGriff Insurance Services on November 15, 2024, for an aggregate cash price of $7.75 billion, subject to customary adjustments. The company also terminated an unused $ bridge loan commitment with Citigroup on November 8, 2024, with no payments made, and expects to assume a deferred tax asset of approximately $500 million.
Aggregate purchase price of $7.75 billion in cash, subject to customary adjustments under the September 29, 2024 merger agreement
Closed November 15, 2024; McGriff's more than 3,500 colleagues join Marsh McLennan Agency
Expected assumption of a deferred tax asset valued at approximately $500 million
Bridge Facility commitment with Citigroup Global Markets terminated November 8, 2024; no payments resulted
Avery Dennison said Chief Financial Officer Gregory Lovins began a medical leave of absence on November 14, 2024, and ceased serving as principal financial officer as of that date. The Board named Senior Vice President and Chief Strategy and Corporate Development Officer Danny G. Allouche as interim CFO, effective November 15, 2024, and he will keep his current role.
Gregory S. Lovins began a medical leave of absence on November 14, 2024.
Danny G. Allouche, age 50, was elected Senior Vice President and Interim Chief Financial Officer effective November 15, 2024.
The filing does not state how long the interim appointment will last.
Allouche's compensation is unchanged: base salary of ILS 1,680,000 (about $450,000), 50% target annual incentive and 120% target long-term incentive.
Principal Financial Group said Deanna Strable, its president and chief operating officer, will become chief executive officer effective January 7, 2025, succeeding Dan Houston, who has held the role since 2015. Houston will remain executive chairman, and Strable will join the Board in January 2025. The filing discloses pay terms for both executives and that Strable's spouse, a vice president and chief actuary, plans to retire.
Deanna Strable, 55, becomes CEO effective January 7, 2025, and will also serve as Class III Board member; she remains president.
Dan Houston retires as CEO but continues as executive chairman, with a $1,100,000 base salary and 375% target annual incentive.
Strable's CEO pay includes a $1,000,000 base salary, 300% target annual incentive and an $8,500,000 long-term incentive target in restricted stock units.
Dwight Soethout, Strable's spouse and vice president-chief actuary, plans to retire after a transition period; he received $738,787 in 2023 compensation.
NexPoint Residential Trust said CFO Brian Mitts resigned effective December 31, 2024, and will remain on the board. Paul Richards, 36, will become CFO and David Willmore, 39, Chief Accounting Officer, both effective January 1, 2025, a planned leadership transition under a separation agreement that sets payments and equity award changes for Mitts.
Brian Mitts resigned as CFO, Executive VP-Finance, Secretary and Treasurer effective 11:59 p.m. Central Time on December 31, 2024, and continues as a director
Paul Richards appointed CFO, Executive VP-Finance, Treasurer and Assistant Secretary effective January 1, 2025
David Willmore appointed Chief Accounting Officer, Assistant Treasurer and Assistant Secretary effective January 1, 2025
Adviser NREA will pay Mitts two $200,000 separation payments, on February 28, 2025 and August 29, 2025
Tapestry and Capri Holdings terminated their merger agreement under a Termination Agreement dated November 13, 2024, with no break fee according to the press release. Tapestry will reimburse Capri's expenses of $45,088,675 and redeem the senior notes issued to fund the deal, which the company says total $6.1 billion, at 101% of principal, and expects to record about $57.1 million in unamortized costs and a $61.1 million redemption premium in its second fiscal quarter of 2024. The board also authorized a new $2.0 billion share repurchase program, on top of $800 million remaining from a May 2022 authorization.
Merger agreement terminated effective immediately under a Termination Agreement dated November 13, 2024.
Tapestry to reimburse Capri expenses of $45,088,675 in cash on November 14, 2024.
Notes to be redeemed at 101% of principal on or about November 25, 2024, with about $57.1 million unamortized costs and a $61.1 million premium recognized in fiscal Q2 2024.
Board authorized a new $2.0 billion buyback; the fiscal 2025 outlook was reaffirmed and the annual dividend rate of $1.40 per share is expected to be maintained.
On November 12, 2024, EchoStar settled exchange offers for DISH Network convertible notes due 2025 and 2026, with $4,682,384,000 of principal tendered. The company issued $2.29 billion of 6.75% Senior Spectrum Secured Exchange Notes and $1.88 billion of 3.875% Convertible Senior Secured Notes, both due 2030, and the new notes are secured by FCC spectrum licenses. The filing does not state the financial effect on EchoStar's earnings or leverage, so the shareholder impact is a change in the debt structure rather than a stated gain or loss.
Holders tendered $4,682,384,000 of existing notes, representing 92.93% of DISH Network 2025 notes and 98.45% of DISH Network 2026 notes.
On November 12, 2024, EchoStar issued $2,287,738,216 of 6.75% Senior Spectrum Secured Exchange Notes and $1,876,229,456 of 3.875% Convertible Senior Secured Notes, both maturing in 2030.
Remaining principal of $138,403,000 (2025 notes) and $45,209,000 (2026 notes) stays outstanding.
The Spectrum Exchange Notes mature November 30, 2030, are secured by AWS-3 and AWS-4 licenses, and pay interest in cash or in kind for the first four coupons.
Kulicke and Soffa reported fiscal fourth-quarter 2024 net revenue of $181.3 million, down 10.4% from a year earlier, with GAAP net income of $12.1 million, or $0.22 per diluted share, down 46.3%. For the first quarter of fiscal 2025, the company expects net revenue of about $165.0 million, plus or minus $10 million, and non-GAAP diluted EPS of about $0.28, which includes a claim or proceeds from the cessation of business related to Project W.
Q4 fiscal 2024 net revenue $181.3 million, down 10.4% year over year; GAAP diluted EPS $0.22 versus $0.41 a year earlier
Non-GAAP diluted EPS $0.34, down 33.3% year over year; fiscal 2024 net loss of $69.0 million, or $(1.24) per share, including $44.5 million in impairment charges
Q1 fiscal 2025 outlook: net revenue about $165.0 million, +/- $10 million; GAAP diluted EPS about $1.45, including a $75.0 million claim or proceeds item; non-GAAP diluted EPS about $0.28
Company repurchased 3.2 million shares for $151.0 million in fiscal 2024; cash and short-term investments were $577.1 million as of September 28, 2024
Griffon reported fiscal 2024 revenue of $2.6 billion, down 2% from the prior year, while net income rose to $209.9 million from $77.6 million. Fourth-quarter revenue grew 3% to $659.7 million, and the board approved a $400 million share buyback and a 20% dividend increase, which the company says reflects its confidence in its outlook.
Fiscal 2024 revenue $2.6 billion, down 2% from $2.7 billion; fourth-quarter revenue $659.7 million, up 3%
Fiscal 2024 net income $209.9 million, or $4.23 per share, versus $1.42 per share a year earlier; fourth-quarter EPS $1.29 versus $0.79
Board approved a $400 million share buyback and raised the regular quarterly dividend 20% to $0.18 per share
Fiscal 2025 outlook: revenue consistent with 2024 at $2.6 billion; adjusted EBITDA $575 million to $600 million
Mosaic said its CFO, Clint Freeland, will retire in 2025 and resign as Executive Vice President and Chief Financial Officer on December 31, 2024. Luciano Siani Pires, a former Mosaic non-executive director, was appointed CFO-Designate effective November 18, 2024, and will become CFO on January 1, 2025, a planned leadership transition in the finance function.
Clint Freeland informed Mosaic on November 8, 2024, of his intention to retire; he resigns as CFO effective December 31, 2024, and remains a Senior Advisor until July 1, 2025.
Luciano Siani Pires starts November 18, 2024, as EVP and CFO-Designate and becomes EVP and CFO on January 1, 2025.
Base salary is $650,000 initially and rises to $800,000 on January 1, 2025; MIP target bonus is 75% of base, rising to 90%.
New-hire equity award valued at $1,000,000; March 2025 long-term incentive target is $2,500,000.
Community Financial System said its Executive Vice President and Chief Financial Officer, Joseph E. Sutaris, intends to retire in or around the third quarter of 2025, citing personal reasons. He will remain in his role until a successor is appointed and will stay through a transition period, and the company says the decision did not stem from any disagreement on financial statements or practices.
Joseph E. Sutaris notified the company on November 7, 2024 of his intention to retire.
Retirement is expected in or around the third quarter of 2025.
The company intends to begin a process to identify a successor; Sutaris will continue in his role until one is appointed.
The company states the retirement is for personal reasons and not due to any disagreement on financial statements, operations, policies, or practices.
RadNet reported third quarter 2024 revenue of $461.1 million, up 14.7%, and Adjusted EBITDA of $73.7 million, up 27.2%, with Adjusted diluted EPS of $0.18 versus $0.13. GAAP net income attributable to common stockholders fell to $3.2 million ($0.04 per diluted share) from $17.5 million ($0.25), and the company raised its Imaging Center revenue and Adjusted EBITDA guidance for 2024.
Q3 2024 Total Company Revenue was $461.1 million, up from $402.0 million; Adjusted EBITDA was $73.7 million, up from $57.9 million.
GAAP net income attributable to RadNet common stockholders was $3.2 million, or $0.04 per diluted share, versus $17.5 million, or $0.25, in Q3 2023; the company cited an $8.1 million non-cash loss from interest rate swaps among one-time ite
Adjusted diluted EPS was $0.18 versus $0.13 a year earlier.
Imaging Center 2024 guidance now projects Total Net Revenue of $1,710 - $1,760 million (up from $1,685 - $1,735 million) and Adjusted EBITDA of $262 - $270 million (up from $257 - $267 million).
CAVA Group reported fiscal third-quarter 2024 results for the period ended October 6, 2024, with CAVA segment revenue up 39.0% and net income rising to $18.0 million from $6.8 million a year earlier. The company also raised its fiscal 2024 guidance, lifting its Adjusted EBITDA forecast to $121.0 million to $126.0 million from $109.0 million to $114.0 million.
CAVA Revenue grew 39.0% to $241.5 million, versus $173.8 million in the prior-year quarter.
Net income was $18.0 million, or $0.15 per diluted share, compared with $6.8 million, or $0.06 per diluted share, a year earlier.
Fiscal 2024 guidance raised: CAVA Same Restaurant Sales Growth to 12.0% to 13.0% from 8.5% to 9.5%, and Adjusted EBITDA to $121.0 million to $126.0 million from $109.0 million to $114.0 million.
CAVA Restaurant-Level Profit Margin was 25.6%, compared with 25.1% in the prior-year quarter.
Progyny reported third-quarter 2024 results on November 12, 2024. Revenue rose 2.0% to $286.6 million, but net income, gross margin and Adjusted EBITDA declined from a year earlier, and the company revised its full-year 2024 guidance lower. For shareholders, the revised outlook projects full-year 2024 revenue of $1.135 billion to $1.150 billion and net income of $49.9 million to $53.3 million, with the company citing unexpected variability in member treatment patterns.
Q3 2024 revenue rose 2.0% to $286.6 million, while net income fell to $10.4 million, or $0.11 per diluted share, from $15.9 million, or $0.16.
Gross margin fell to 20.7% from 22.3%, and Adjusted EBITDA was $46.5 million, down 7.1%.
Full-year 2024 revenue is now projected at $1.135 billion to $1.150 billion, and net income at $49.9 million to $53.3 million.
Fourth-quarter 2024 revenue is projected at $266.2 million to $281.2 million, or (1)% to 4% growth; a large client will not renew in 2025.
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