Every material Form 8-K Progress Software filed with the SEC in 2024, 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). Newest first; each brief links to its own page and to the filing on SEC.gov.
Progress Software closed its purchase of substantially all assets of ShareFile, a document-centric collaboration software unit of Cloud Software Group, on October 31, 2024. The purchase price was $875 million in cash, subject to a $25 million working capital credit, funded from cash on hand and an existing revolving credit facility. The company says ShareFile is expected to add more than $240 million in annual revenue and more than 86,000 customers.
Closing date: October 31, 2024, under an asset purchase agreement dated September 9, 2024
Purchase price: $875 million in cash, subject to a $25 million working capital credit
Funding: cash on hand and an existing revolving credit facility
Expected to add more than $240 million in annual revenue and more than 86,000 customers; Progress will file financial statements and pro forma information by amendment to this 8-K
Progress reported fiscal third-quarter 2024 revenue of $179 million, up 2% year over year, and GAAP diluted earnings per share of $0.65, up from $0.42. It raised its fiscal 2024 GAAP revenue guidance but lowered its GAAP diluted EPS guidance, and its board approved suspending the quarterly dividend once the $875 million ShareFile acquisition closes.
Q3 revenue $179 million, up 2% year over year; GAAP diluted EPS $0.65 vs. $0.42; non-GAAP diluted EPS $1.26 vs. $1.08.
Annualized Recurring Revenue of $582 million, relatively flat year over year on a constant currency basis.
FY 2024 GAAP revenue guidance raised to $745 million-$755 million from $725 million-$735 million; GAAP diluted EPS guidance lowered to $1.69-$1.81 from $1.98-$2.10.
Board approved suspending the quarterly dividend as of the closing of the $875 million ShareFile acquisition, with capital redirected to debt repayment, M&A and share repurchases.
Progress Software agreed to acquire substantially all assets of ShareFile, a business unit of Cloud Software Group, for about $875 million in cash and revolving credit, with closing expected within fiscal 2024. The company also said its third-quarter revenue and non-GAAP earnings per share are expected to be within or above the high end of prior guidance, and that it will suspend its quarterly dividend at closing to repay debt and fund future M&A and share repurchases.
Purchase price is approximately $875 million, subject to a $25 million working capital credit, with no financing condition.
ShareFile is expected to add more than $240 million in annual revenue and more than 86,000 customers.
Q3 revenue and non-GAAP EPS are expected within or above the high end of guidance issued June 25, 2024; full Q3 results are due September 24, 2024.
Quarterly dividend will be suspended as of the closing of the acquisition, with capital redirected to debt repayment, M&A and share repurchases.
Progress reported fiscal second-quarter 2024 revenue of $175.1 million, down 2% from a year earlier, while GAAP diluted earnings per share rose 37% to $0.37 and non-GAAP diluted EPS rose 3% to $1.09. The company said revenue and EPS were above the high end of its most recent guidance and raised its full-year 2024 revenue and EPS outlook, which matters to shareholders because it signals higher expected earnings even as sales declined.
Q2 revenue was $175.1 million, down 2% year over year; annualized recurring revenue was $579 million, up 1% on a constant currency basis.
GAAP diluted EPS was $0.37 versus $0.27 a year earlier; non-GAAP diluted EPS was $1.09 versus $1.06.
FY2024 GAAP diluted EPS guidance was raised to $1.98 to $2.10 from $1.94 to $2.06; non-GAAP EPS guidance was raised to $4.70 to $4.80 from $4.65 to $4.75.
FY2024 revenue guidance was raised to $725 million to $735 million from $722 million to $732 million.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Progress Software filing is on SEC EDGAR ↗. 8-K briefs of other companies →