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Riskonnect Named One of The UK's Best Workplaces for Development™

Riskonnect Named One of The UK's Best Workplaces for Development™

Business Wire22-05-2025

LONDON--(BUSINESS WIRE)-- Riskonnect, the leader in integrated risk management (IRM) solutions, today announces its naming as one of the UK's 2025 Best Workplaces for Development™ by Great Place To Work ® UK. The recognition highlights Riskonnect's consistent investment in employee growth and development and its commitment to fostering a 'great place to work' For All™.
This honour follows Riskonnect's certification as a Great Place to Work ® in the United Kingdom for the fourth year in a row.
'Employee development is at the heart of our culture,' said Kevin Crow, chief human resources officer at Riskonnect. 'We're intentional about creating an environment where every person has the tools, support, and opportunities they need to grow. When employees feel empowered in their careers, they contribute with more energy, purpose, and innovation. This ultimately drives better outcomes for our customers as our team works by their side to transform risk management.'
The Best Workplaces for Development™ list celebrates companies that demonstrate they understand that development is not one-size fits all and actively support every employee to undertake their own tailored journey of growth.
'Development is all about looking forward – it shows a commitment to an employee's long-term potential. It helps individuals feel appreciated and plays a vital role in shaping a strong company culture. Every year, we celebrate organisations that are building exceptional workplace cultures where people and businesses thrive. Learning and development opportunities are a key part of that, which is why we're especially excited to be unveiling the UK's Best Workplaces for Development. Congratulations to Riskonnect for being part of our 2025 UK's Best Workplaces for Development List," said Benedict Gautrey, managing director of Great Place To Work ® UK.
Please see here for more information on Riskonnect and current employment opportunities.
About Riskonnect
Riskonnect is the leading integrated risk management software solution provider. Our technology empowers organisations with the ability to anticipate, manage, and respond in real-time to strategic and operational risks across the extended enterprise. More than 2,700 customers across six continents partner with Riskonnect to gain previously unattainable insights that deliver better business outcomes. Riskonnect has more than 1,500 risk management experts in the Americas, Europe, and Asia. To learn more, visit www.riskonnect.com.
About Great Place To Work ®
Great Place To Work ® is the global authority on workplace culture. Our mission is to help every place become a great place to work for all. We give leaders and organisations the recognition and tools to create a consistently and overwhelmingly positive employee experience, fostering cultures that are proven to drive business, improve lives, and better society. Our recognition is the most coveted and respected in the world for elevating employer brands to attract the right people. Our proprietary methodology and platform enables organisations to truly capture, analyse, and understand the experience of all employees. Our groundbreaking research empowers organisations to build cultures that retain talent and unlock the potential of every employee. Our coaches, content, and community connect the boldest leaders, ideas, and innovations in employee experience. Since 1992, our Certification™, Best Workplaces™ Lists, and global benchmarks have become the industry standard, built on data from more than 100 million employees in 150 countries around the world. For more information, visit www.greatplacetowork.co.uk.

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Trinity Place Holdings Inc. Reports First Quarter Financial Results
Trinity Place Holdings Inc. Reports First Quarter Financial Results

Business Wire

time10 minutes ago

  • Business Wire

Trinity Place Holdings Inc. Reports First Quarter Financial Results

NEW YORK--(BUSINESS WIRE)--Trinity Place Holdings Inc. (OTC PINK: TPHS) (the "Company," "we," "our," or "us") today announced operating results for the first quarter ended March 31, 2025. First quarter 2025 Results Revenue for the first quarter of 2025 was $0.2 million, a decrease of 90%, as compared to revenue of $2.4 million in the same period of the prior year. Net loss was $3.7 million, or $(0.06) per share, for the first quarter of 2025, as compared to net income of $8.1 million, or $0.15 per share, in the same period of the prior year. About the Company The Company is an intellectual property and real estate holding, investment, development and asset management company. As of March 31, 2025, we own and control a portfolio of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. ('Syms'), including our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and the An Educated Consumer is Our Best Customer® slogan. We also owned a 95% ownership interest in TPHGreenwich Holdings LLC ("TPHGreenwich"), which is accounted for as an equity method investment. As part of a series of transactions, on February 14, 2024, TPHGreenwich, a previously 100% owned subsidiary of the Company, became owned 95% by us, with an affiliate of the lender under our corporate credit facility (the 'Corporate Credit Facility' or 'CCF') owning a 5% interest in, and acting as manager of, such entity. This entity holds our previously consolidated real estate assets and related liabilities, which includes the property located at 77 Greenwich Street in Lower Manhattan ('77 Greenwich'), which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. Prior to the sales described below, TPHGreenwich also held (i) a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York ('237 11th'), and (ii) a property occupied by retail tenants in Paramus, New Jersey (the 'Paramus Property'). On February 4, 2025, TPHGreenwich sold the Paramus Property for a gross sales price of $15.6 million. After repayment of the underlying loan of $11.7 million and closing costs, TPHGreenwich received approximately $2.9 million in net sale cash proceeds. The Company's guarantee of the loan underlying the Paramus Property was retired upon the sale. On March 14, 2025, TPHGreenwich sold 237 11th for a gross sales price of $68.5 million. After repayment of the underlying loan of $60.0 million and closing costs, TPHGreenwich received approximately $6.0 million in net sale cash proceeds. Recapitalization Transactions On February 14, 2024, we consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 5, 2024 (as amended, the 'Legacy Stock Purchase Agreement'), between the Company, TPHS Lender LLC, the lender under the Company's Corporate Credit Facility ('TPHS Lender') and TPHS Investor LLC, an affiliate of TPHS Lender (the 'JV Investor', and together with TPHS Lender, the 'Legacy Investor'), pursuant to which (i) the Legacy Investor purchased 25,112,245 shares of common stock, par value $0.01 per share of the Company (the 'Legacy Investor Shares') for a purchase price of $0.30 per share, (ii) the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich (the 'JV Operating Agreement'), pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) interest in, TPHGreenwich, and TPHGreenwich continues to own, indirectly, all of the previously consolidated real property assets and liabilities of the Company, and (iii) TPHGreenwich entered into an asset management agreement (the 'Asset Management Agreement') with a newly formed subsidiary of the Company (the 'TPH Manager'), pursuant to which TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee (collectively, the 'Recapitalization Transactions'). Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the mortgage loan agreement (the '77G Mortgage Loan') and mezzanine loan agreement (the '77G Mezzanine Loan') for 77 Greenwich, both of which were assumed by TPHGreenwich, was extended to October 23, 2025, with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026. In connection with the Steel Partners Transaction in February 2025 (as defined and described below), the Legacy Stock Purchase Agreement was partially terminated by the Company and TPHS Lender (including the cancellation of TPHS Lender's right to receive penny warrants of the Company equivalent to 5% of the Company's Common Stock), except for provisions of the Legacy Stock Purchase Agreement which would cause an impairment or termination of TPHS Lender's representation and warranty insurance policy obtained. Net Operating Losses At March 31, 2025, the Company had carryforwards of federal net operating losses ('NOLs') of approximately $329.7 million available to reduce future federal taxes. Of the Company's federal NOLs, $226.9 million were generated prior to 2018 and may expire if unused by 2037, and $102.8 million were generated in 2018 and later years and can be carried forward indefinitely subject to an 80 percent taxable income annual limitation. Based on management's assessment, it is more likely than not that the deferred tax assets associated with the NOLs will not be realized by future taxable income or tax planning strategies. Accordingly, the Company has a valuation allowance of $90.2 million as of March 31, 2025. If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets would be recognized as a reduction of income tax expense and an increase in the deferred tax asset. Note that our certificate of incorporation includes a provision intended to help preserve certain tax benefits primarily associated with our NOLs. This provision generally prohibits transfers of stock that would result in a person or group of persons becoming a 4.75 percent stockholder, or that would result in an increase or decrease in stock ownership by a person or group of persons that is an existing 4.75 percent stockholder. Recent Developments Steel Partners Transaction On February 5, 2025 (the 'SPA Effective Date'), the Company entered into a Stock Purchase Agreement (the 'Steel Stock Purchase Agreement') with TPHS Lender and Steel IP Investments, LLC (the 'Steel Purchaser'), an affiliate of Steel Partners Holdings L.P. ('Steel Partners'), pursuant to which the Steel Purchaser agreed to purchase from TPHS Lender, and TPHS Lender agreed to sell to Steel Purchaser, 25,862,245 shares of Common Stock of the Company (such shares are referred to collectively herein as the 'Steel Shares') in accordance with the terms and conditions of the Steel Stock Purchase Agreement. The aggregate consideration payable to TPHS Lender was $2.6 million for the Steel Shares and certain agreements pursuant to the Steel Stock Purchase Agreement. On February 18, 2025 (the 'Steel Closing'), at the closing of the transactions contemplated by the Steel Stock Purchase Agreement, the Company, TPHS Lender and the Steel Purchaser entered into certain ancillary agreements referenced above and below, including the Amended and Restated JV Operating Agreement (as defined below) and the Steel Purchaser Stockholders' Agreement (as defined below). The transactions contemplated by the Steel Stock Purchase Agreement are herein referred to as the 'Steel Partners Transaction.' Steel Purchaser Stockholders' Agreement On the SPA Effective Date and in connection with the Steel Partners Transaction, the Company and the Steel Purchaser entered into a shareholder rights agreement (the 'Steel Purchaser Stockholders' Agreement'), which became effective upon the Steel Closing. The Steel Purchaser Stockholders' Agreement contains various covenants including, among others, changes to the Company's board of directors (the 'Board') and amendments to the Company's bylaws (the 'Bylaws Amendment'). The changes to the Board discussed above became effective upon the Steel Closing. In addition, the Bylaws Amendment was effective as of Steel Closing. Amended and Restated JV Operating Agreement In connection with the Steel Partners Transaction, the Company and the JV Investor entered into an amended and restated JV Operating Agreement (the 'Amended and Restated JV Operating Agreement') which, among other things, provides that TPHGreenwich may direct, at any time after May 19, 2025, the Company to convey all of its 95% ownership interest in TPHGreenwich and its right to distributions under the Amended and Restated JV Operating Agreement, into a trust established for the benefit of the Company's shareholders of record on a date to be determined. On April 17, 2025, TPHGreenwich sent a letter to the Company directing the Company to take all actions necessary to transfer all of the Company's interest in TPHGreenwich into such trust on May 20, 2025 (the 'Trust Transfer'). On May 20, 2025, the Company announced that it had completed the Trust Transfer. Secured Promissory Note In connection with the Steel Partners Transaction, on February 18, 2025, the Company issued a Senior Secured Promissory Note (the 'Steel Promissory Note') to Steel Connect, LLC (the 'Steel Lender'), an affiliate of Steel Partners and Steel Purchaser, pursuant to which the Company may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Company. As of March 31, 2025, $1.0 million was outstanding under the Steel Promissory Note. Termination of Asset Management Agreement In connection with the Steel Partners Transaction, the parties to the Asset Management Agreement mutually agreed to terminate the Asset Management Agreement, effective 45 days following the closing of the Steel Partners Transaction, or April 4, 2025. Charter Amendment In February 2025, the Company filed an Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the 'Amendment'). The Amendment extended certain transfer restrictions set forth in the Company's charter through February 25, 2035. Steel Services Agreement As of March 19, 2025, Steel Services Ltd. ('Steel Services'), an affiliate of Steel Partners, and the Company entered into a management services agreement (the 'Steel MSA') pursuant to which Steel Services agreed to provide certain managerial services to the Company. Pursuant to the Steel MSA, for a period of one year (which shall renew automatically for additional one-year terms unless otherwise terminated), Steel Services shall provide certain managerial services to the Company, including general assistance with legal, finance & treasury, internal audit, human resources, IT and tax functions and obligations. In consideration for the services rendered under the Steel MSA, the Company shall pay Steel Services $10,000 monthly. Pension Settlement During the three months ended March 31, 2025, the Company recognized a non-cash settlement charge of $2.6 million due to the purchase of annuity contracts related to the termination of the legacy pension plan, as well as $0.5 million excise tax on the estimated reversion of pension plan assets. Prior to December 31, 2025, the Company expects to receive approximately $0.5 million of the excess pension plan assets. Results of Operations Comparison of the First Quarter Ended March 31, 2025 and 2024 The financial information and discussion that follows below are for the Company's operations. (a) Includes Interest expense, net and Interest expense - amortization of deferred finance costs (b) Includes $2.6 million non-cash pension settlement expense and $0.5 million estimated reversion excise tax on pension assets recognized during the three months ended March 31, 2025. Includes Gain on contribution to joint venture of $21.0 million and Equity in net loss of $6.8 million from unconsolidated joint ventures for the three months ended March 31, 2024. Expand Revenue Revenue for the first quarter decreased by $2.1 million, or 90%, as compared to the same period in the prior year. The decrease is primarily due to $1.4 million recognized for the sale of one residential condominium unit at 77 Greenwich and $0.8 million of rental revenue recognized during the three months ended March 31, 2024, which did not recur. As of February 14, 2024, TPHGreenwich is recording the sales of residential condominium units and rental revenues as a result of the Recapitalization Transactions discussed above. Revenue for the three months ended March 31, 2025 represents the management fee earned from TPHGreenwich. Operating Expenses Operating expenses for the first quarter decreased $3.2 million, or 76%, as compared to the same period in the prior year, primarily due to lower costs incurred as a result of the Recapitalization Transactions discussed above. During the prior year period, the Company recorded $1.4 million in cost of sales of residential condominium units, real estate taxes of $0.4 million, higher property operating expenses of $0.4 million, and higher depreciation and amortization expense of $0.8 million. As of February 14, 2024, TPHGreenwich is recording the cost of sales of residential condominium units, real estate taxes, depreciation and amortization expense, and the majority of property operating expenses. Operating expenses for the three months ended March 31, 2025 primarily represents: (1) $0.5 million of employee compensation and benefits expense, including severance expense of $0.3 million and (2) $0.2 million and legal and professional expenses primarily related to the Steel Partners Transaction. Operating Loss Operating loss for the first quarter decreased $1.1 million, or 59%, as compared to the same period in the prior year, primarily due to the decreases in revenue and operating expenses discussed above. Interest Expense Interest expense for the first quarter decreased $4.2 million, or 100%, as compared to the same period in the prior year. The decrease in interest expense was due to the Recapitalization Transactions mentioned above, whereby TPHGreenwich is recording the interest expense and the amortization of deferred finance costs as of February 14, 2024. Interest expense during the three months ended March 31, 2025 was related to interest expense incurred on the Steel Promissory Note. All Other (Expense) Income, Net During the three months ended March 31, 2025, the Company recognized: (1) $2.6 million non-cash pension settlement charge as a result of the purchase of annuity contracts in connection with the termination of the Company's legacy pension plan and (2) $0.5 million excise tax on the estimated reversion of pension plan assets. During the three months ended March 31, 2024, the Company recorded a $21.0 million gain on contributions to joint ventures, which represented the gain in the value of the Company relating to the Recapitalization Transactions that closed on February 14, 2024. The Company also recorded $6.8 million in equity in net loss from unconsolidated joint ventures during the three months ended March 31, 2024, which represented the Company's 95% share of TPHGreenwich's net loss. Tax (Benefit) Expense The Company realized a tax benefit of $0.2 million during the first quarter as compared to tax expense of $0.1 million during the same period in the prior year. The favorable change was due to lower franchise tax expense. Net (Loss) Income The Company recognized a net loss of $3.7 million during the first quarter as compared to net income of $8.1 million during the same period in the prior year. This is a result of the changes discussed above, principally due to the gain on contributions to joint ventures recognized during the prior year period not repeated in the current year period, as well as the non-cash pension settlement charge and related estimated excise tax recognized during the current year period. This is partially offset by equity in net loss from unconsolidated joint ventures recognized in the prior year period not repeated in the current year period, as well as lower operating expenses and interest expense. Forward-Looking Statements Certain information in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated. Such forward-looking statements do not guaranty future performance and are subject to various factors that could cause actual results to differ materially. Undue reliance should not be placed on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, or any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Additionally, the Company does not undertake any responsibility to provide updates on the occurrence of unanticipated events which may cause actual results to differ from those expressed or implied by these forward-looking statements. (Financial Tables on Following Pages) TRINITY PLACE HOLDINGS INC. (in thousands, except par value and share amounts) December 31, 2024 (unaudited) ASSETS Cash and cash equivalents $ 450 $ 277 Restricted cash 110 126 Prepaid expenses and other assets, net 359 267 Pension asset 463 2,802 Accounts receivable, net — 146 Right-of-use asset — 109 Total assets $ 1,382 $ 3,727 LIABILITIES Steel Promissory Note payable $ 1,008 $ — Accounts payable and accrued expenses 374 454 Accrued professional fees 183 954 Lease liability — 118 Total liabilities 1,565 1,526 Commitments and Contingencies STOCKHOLDERS' EQUITY Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding at March 31, 2025 and December 31, 2024 — — Preferred stock, $0.01 par value; 2 shares authorized; no shares issued and outstanding at March 31, 2025 and December 31, 2024 — — Special stock, $0.01 par value; 1 share authorized, issued and outstanding at March 31, 2025 and December 31, 2024 — — Common stock, $0.01 par value; 79,999,997 shares authorized; 73,447,413 and 72,487,481 shares issued at March 31, 2025, and December 31, 2024, respectively; 66,247,266 and 65,314,726 shares outstanding at March 31, 2025, and December 31, 2024, respectively 735 725 Additional paid-in capital 150,713 150,183 Treasury stock (7,200,147 and 7,172,755 shares at March 31, 2025, and December 31, 2024, respectively) (57,678 ) (57,676 ) Accumulated other comprehensive loss — (729 ) Accumulated deficit (93,953 ) (90,302 ) Total stockholders' equity (183 ) 2,201 Total liabilities and stockholders' equity $ 1,382 $ 3,727 Expand TRINITY PLACE HOLDINGS INC. AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share amounts) (unaudited) Three Months Ended March 31, 2025 2024 Revenues Rental revenues $ — $ 798 Other income 239 120 Sales of residential condominium units — 1,439 Total revenues 239 2,357 Operating expenses Property operating expenses 24 415 Real estate taxes — 365 General and administrative 983 1,106 Pension related costs — 130 Cost of sales - residential condominium units — 1,437 Depreciation and amortization 1 762 Total operating expenses 1,008 4,215 Operating loss (769 ) (1,858 ) Non-cash pension settlement expense and estimated excise tax on plan asset reversion (3,068 ) — Gain on contribution to joint venture — 20,976 Equity in net loss from unconsolidated joint ventures — (6,754 ) Interest expense, net (8 ) (3,883 ) Interest expense - amortization of deferred finance costs — (334 ) (Loss) income before taxes $ (3,845 ) $ 8,147 Income tax benefit (expense) 194 (86 ) Net (loss) income attributable to common stockholders $ (3,651 ) $ 8,061 Other comprehensive (loss) income: Reclassification of loss on pension settlement 729 — Unrealized gain on pension liability — 120 Comprehensive (loss) income attributable to common stockholders $ (2,922 ) $ 8,181 (Loss) income per common unit - basic and diluted $ (0.06 ) $ 0.15 Weighted average common shares outstanding - basic and diluted 66,269 52,856 Expand TRINITY PLACE HOLDINGS INC. (in thousands) (unaudited) Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares Amount Shares Amount Balance at December 31, 2024 72,487 $ 725 $ 150,183 (7,173 ) $ (57,676 ) $ (90,302 ) $ (729 ) $ 2,201 Net income attributable to common stockholders — — — — — (3,651 ) — (3,651 ) Settlement of stock awards 960 10 537 (27 ) (2 ) — — 545 Other comprehensive loss — — — — — — 729 729 Stock-based compensation — — (7 ) — — — — (7 ) Balance at March 31, 2025 73,447 $ 735 $ 150,713 (7,200 ) $ (57,678 ) $ (93,953 ) $ — $ (183 ) Expand Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares Amount Shares Amount Balance at December 31, 2023 44,965 $ 450 $ 145,301 (6,766 ) $ (57,637 ) $ (95,905 ) $ (2,257 ) $ (10,048 ) Net income attributable to common stockholders — — — — — 8,061 — 8,061 Sale of common stock 25,112 251 4,235 — — — — 4,486 Settlement of stock awards 659 7 — (177 ) (28 ) — — (21 ) Other comprehensive income — — — — — — 120 120 Stock-based compensation — — 60 — — — — 60 Balance at March 31, 2024 70,736 $ 708 $ 149,596 (6,943 ) $ (57,665 ) $ (87,844 ) $ (2,137 ) $ 2,658 Expand TRINITY PLACE HOLDINGS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net (loss) income attributable to common stockholders $ (3,651 ) $ 8,061 Adjustments to reconcile net (loss) income attributable to common stockholders to net cash used in operating activities: Depreciation and amortization and amortization of deferred finance costs 1 1,096 Other non-cash adjustment - paid-in-kind interest — 1,466 Settlement of stock awards and stock-based compensation expense 530 60 Gain on contribution to joint venture — (20,976 ) Deferred rents receivable — 12 Non-cash pension settlement expense 2,605 — Other non-cash adjustments - pension expense — 120 Equity in net loss from unconsolidated joint ventures — 6,754 Net change in operating assets and liabilities: Residential condominium units for sale — 2,201 Receivables 146 (173 ) Prepaid expenses and other assets, net 479 60 Accounts payable and accrued expenses (961 ) (3,135 ) Net cash used in operating activities (851 ) (4,454 ) Cash flows from investing activities: Transfer of restricted cash — (6,904 ) Net cash used in investing activities — (6,904 ) Cash flows from financing activities: Proceeds from loans and corporate credit facility — 2,526 Proceeds from Steel Promissory Note 1,000 — Settlement of stock awards 8 (21 ) Sale of common stock, net — 4,486 Net cash provided by financing activities 1,008 6,991 Net increase (decrease) in cash and cash equivalents and restricted cash 157 (4,367 ) Cash and cash equivalents and restricted cash, beginning of period 403 8,345 Cash and cash equivalents and restricted cash, end of period $ 560 $ 3,978 Cash and cash equivalents, beginning of period 277 264 Restricted cash, beginning of period 126 8,081 Cash and cash equivalents and restricted cash, beginning of period $ 403 $ 8,345 Cash and cash equivalents, end of period 450 285 Restricted cash, end of period 110 3,693 Cash and cash equivalents and restricted cash, end of period $ 560 $ 3,978 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ — $ 915 Cash paid during the period for taxes $ 12 $ 117 Supplemental disclosure of non-cash investing and financing activities: Transfer of real estate and condominium assets $ — $ 244,477 Transfer of loans, credit facility and line of credit $ — $ (251,325 ) Transfer of operating assets and liabilities, net $ — $ (14,797 ) Expand

Guidewire Announces Third Quarter Fiscal Year 2025 Financial Results
Guidewire Announces Third Quarter Fiscal Year 2025 Financial Results

Yahoo

time16 minutes ago

  • Yahoo

Guidewire Announces Third Quarter Fiscal Year 2025 Financial Results

SAN MATEO, Calif., June 03, 2025--(BUSINESS WIRE)--Guidewire (NYSE: GWRE) today announced its financial results for the fiscal quarter ended April 30, 2025. "We delivered exceptional third-quarter results, highlighted by record Q3 sales activity and 17 cloud deals," said Mike Rosenbaum, chief executive officer, Guidewire. "With Guidewire established as the clear worldwide leader in P&C core systems, we're increasing our market engagement activity, hosting our largest ever industry events in Paris, Tokyo, and Sydney, and our second annual Developer Summit in Bangalore, where we activated the industry's largest developer ecosystem." "ARR, revenue, and operating income results all finished above the high end of our guidance ranges in the third fiscal quarter," said Jeff Cooper, chief financial officer, Guidewire. "Based on this strong execution and our robust pipeline, we are raising our full-year fiscal 2025 targets, reinforcing our confidence in our growth trajectory and long-term value creation." Third Quarter Fiscal Year 2025 Financial Highlights Revenue Total revenue for the third quarter of fiscal year 2025 was $293.5 million, an increase of 22% from the same quarter in fiscal year 2024. Subscription and support revenue was $181.8 million, an increase of 32%; license revenue was $57.2 million, an increase of 2%; and services revenue was $54.5 million, an increase of 17%, each as compared to the same quarter in fiscal year 2024. As of April 30, 2025, annual recurring revenue, or ARR, was $960 million, compared to $864 million as of July 31, 2024. ARR results for interim quarterly periods in fiscal year 2025 are based on actual currency rates at the end of fiscal year 2024, held constant throughout the year. 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Non-GAAP net income per share was $0.88, based on diluted weighted average shares outstanding of 85.9 million, compared with $0.26 for the same quarter in fiscal year 2024, based on diluted weighted average shares outstanding of 84.0 million. Liquidity and Capital Resources Guidewire had $1,243.7 million in cash, cash equivalents, and investments at April 30, 2025, compared to $1,129.5 million at July 31, 2024. The increase was primarily due to proceeds received from our October 2024 issuance of the convertible senior notes due 2029 (the "2029 Convertible Senior Notes") and operating cash flow, partially offset by the settlement of the convertible senior notes due 2025 (the "2025 Convertible Senior Notes") and the purchase of capped calls related to the 2029 Convertible Senior Notes. The 2025 Convertible Senior Notes matured on March 15, 2025. The Company fully settled the outstanding $179.1 million aggregate principal amount of the 2025 Convertible Senior Notes through aggregate cash payments totaling $180.2 million, which included related accrued interest of $1.1 million, and the gross issuance of 671,202 shares of common stock. The Company received 697,140 gross shares of common stock from the settlement of the capped calls related to the 2025 Convertible Senior Notes. These shares received offset the 671,202 shares issued to holders of the 2025 Convertible Senior Notes upon maturity. As a result, the Company received 25,938 net shares, which were retired, resulting in a small decrease in the Company's shares outstanding. Business Outlook Guidewire is issuing the following outlook for the fourth quarter of fiscal year 2025 based on current expectations: Ending ARR between $1,012 million and $1,022 million Total revenue between $332 million and $340 million Operating income (loss) between $7 million and $15 million Non-GAAP operating income between $52 million and $60 million Guidewire is issuing the following updated outlook for fiscal year 2025 based on current expectations: Ending ARR between $1,012 million and $1,022 million Total revenue between $1,178 million and $1,186 million Operating income between $20 million and $28 million Non-GAAP operating income between $187 million and $195 million Operating cash flow between $255 million and $275 million Conference Call Information What: Guidewire Third Quarter Fiscal Year 2025 Financial Results Conference Call When: Tuesday, June 3, 2025 Time: 2:00 p.m. PT (5:00 p.m. ET) Dial-In: (669) 444-9171 Meeting ID: 938 6797 7475 Password: 779928 Webcast: (live and replay) The webcast will be archived on Guidewire's website ( for a period of three months. Non-GAAP Financial Measures and Other Metrics This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP tax provision (benefit), non-GAAP net income (loss) per share, and free cash flow. Non-GAAP gross profit and non-GAAP income (loss) from operations exclude stock-based compensation, amortization of intangibles, and acquisition consideration holdback. Non-GAAP net income (loss) and non-GAAP tax provision (benefit) also exclude the amortization of debt issuance costs from our convertible senior notes, changes in fair value of strategic investments, gain (loss) on sale of strategic investments, retirement of debt, and related tax effects of the non-GAAP adjustments. Free cash flow consists of net cash flow provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized software development costs. These non-GAAP measures enable us to analyze our financial performance without the effects of certain non-cash items such as amortization and stock-based compensation. Annual recurring revenue ("ARR") is used to quantify the annualized recurring value outlined in active customer contracts at the end of a reporting period. ARR includes the annualized recurring value of term licenses, subscription agreements, support contracts, and hosting agreements based on customer contractual terms and invoicing activities for the current reporting period, which may not be the same as the timing and amount of revenue recognized. ARR reflects all fee changes due to contract renewals, non-renewals, expansion, cancellations, attrition, or renegotiations at a higher or lower fee arrangement that are effective as of the ARR reporting date. All components of the licensing and other arrangements that are not expected to recur (primarily perpetual licenses and professional services) are excluded from our ARR calculations. In some arrangements with multiple performance obligations, a portion of recurring license and support or subscription contract value is allocated to services revenue for revenue recognition purposes, but does not get allocated for purposes of calculating ARR. This revenue allocation generally only impacts the initial term of the contract. This means that if we increase arrangements with multiple performance obligations that include services at discounted rates, more of the total contract value would be recognized as services revenue, but our reported ARR amount would not be impacted. During the nine months ended April 30, 2025, the recurring license and support or subscription contract value recognized as services revenue was $8.1 million. Guidewire believes that these non-GAAP financial measures and other metrics provide useful information to management and investors regarding certain financial and business trends relating to Guidewire's financial condition and results of operations. Guidewire's management uses these non-GAAP measures and other metrics to compare the Company's performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation, and for budgeting and planning purposes. Guidewire believes that the use of these non-GAAP financial measures and other metrics provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Guidewire's financial measures with other software companies, many of which present similar non-GAAP financial measures and other metrics to investors. Guidewire's management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Guidewire's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Guidewire urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including the financial tables at the end of this press release, and not to rely on any single financial measure to evaluate Guidewire's business. About Guidewire Guidewire is the platform P&C insurers trust to engage, innovate, and grow efficiently. More than 570 insurers in 42 countries, from new ventures to the largest and most complex in the world, rely on Guidewire products. With core systems leveraging data and analytics, digital, and artificial intelligence, Guidewire defines cloud platform excellence for P&C insurers. We are proud of our unparalleled implementation record, with 1,700+ successful projects supported by the industry's largest R&D team and SI partner ecosystem. Our marketplace represents the largest solution partner community in P&C, where customers can access hundreds of applications to accelerate integration, localization, and innovation. Guidewire uses its Investor Relations website ( X (formerly known as Twitter) feed (@Guidewire_PandC), and LinkedIn page ( as a means of disclosing information about the company and for complying with its disclosure obligations under Regulation FD. The information that is posted through these channels may be deemed material. Accordingly, investors should monitor these channels in addition to Guidewire's press releases, filings with the Securities and Exchange Commission, public conference calls, and webcasts. NOTE: For information about Guidewire's trademarks, visit Cautionary Language Concerning Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and targets, and our future business momentum relating to our market leadership, sales activities, and financial performance expectations. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Guidewire's control. Guidewire's 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 Guidewire's most recent Forms 10-K and 10-Q filed with the Securities and Exchange Commission (the "SEC") as well as other documents that may be filed by Guidewire from time to time with the SEC. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: quarterly and annual operating results may fluctuate more than expected; seasonal and other variations related to our customer agreements and related revenue recognition may cause significant fluctuations in our results of operations, ARR, and cash flows; our reliance on sales to and renewals from a relatively small number of large customers for a substantial portion of our revenue and ARR; our making long-term pricing commitments in our customer contracts based on available information and estimates about our future costs that may change; our ability to successfully manage our business model, including achieving market acceptance of our cloud-based services and products and the costs related to cloud operations, cybersecurity, product development, and services; the timing, success, and number of professional services engagements and the billing rates and utilization of our professional services employees and contractors; the impact of global events (including, without limitation, ongoing global conflicts, inflation, high interest rates, economic volatility, political uncertainties, tariffs, bank failures and associated financial instability, and supply chain issues) on our employees, our business, and the businesses of our customers, system integrator ("SI") partners, and vendors; data security breaches of our cloud-based services and products or unauthorized access to our employees' or our customers' data; our competitive environment and changes thereto; issues in the development and use of AI and machine learning, combined with an uncertain regulatory environment; use of AI by our workforce may present risks to our business; errors or failures in our products or services, as well as service interruptions or failure of the third-party service providers we rely on; our services revenue produces lower gross margins than our license, subscription and support revenue; our product development and sales cycles are lengthy and may be affected by factors outside of our control; the impact of new regulations and laws (including, without limitation, security, privacy, AI and machine learning, tax regulations and laws, and accounting standards); assertions by third parties that we violate their intellectual property rights; weakened global economic conditions may adversely affect the P&C insurance industry, including the rate of information technology spending; our ability to sell our services and products is highly dependent on the quality of our professional services and SI partners; the risk of losing key employees; the challenges of international operations, including changes in foreign exchange rates; and other risks and uncertainties. Past performance is not indicative of future results. The forward-looking statements included in this press release represent Guidewire's views as of the date of this press release. Guidewire anticipates that subsequent events and developments will cause its views to change. Guidewire undertakes 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 Guidewire's views as of any date subsequent to the date of this press release. GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in thousands) April 30, 2025 July 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 510,321 $ 547,992 Short-term investments 410,116 455,576 Accounts receivable, net 147,296 137,339 Unbilled accounts receivable, net 166,925 87,031 Prepaid expenses and other current assets 78,311 67,596 Total current assets 1,312,969 1,295,534 Long-term investments 323,305 125,885 Unbilled accounts receivable, net 791 4,157 Property and equipment, net 55,561 55,409 Operating lease assets 41,767 43,750 Intangible assets, net 13,482 9,005 Goodwill 393,592 372,214 Deferred tax assets, net 281,344 253,085 Other assets 65,260 67,255 TOTAL ASSETS $ 2,488,071 $ 2,226,294 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 28,952 $ 15,209 Accrued employee compensation 89,230 109,084 Deferred revenue, net 258,786 281,855 Convertible senior notes, net — 398,903 Other current liabilities 28,946 32,584 Total current liabilities 405,914 837,635 Lease liabilities 33,013 34,721 Convertible senior notes, net 673,696 — Deferred revenue, net 4,937 3,628 Other liabilities 7,936 7,578 Total liabilities 1,125,496 883,562 STOCKHOLDERS' EQUITY: Common stock 8 8 Additional paid-in capital 1,977,364 1,979,021 Accumulated other comprehensive income (loss) (8,597 ) (12,244 ) Retained earnings (accumulated deficit) (606,200 ) (624,053 ) Total stockholders' equity 1,362,575 1,342,732 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,488,071 $ 2,226,294 GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands except share and per share data) Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 Revenue: Subscription and support $ 181,823 $ 137,970 $ 529,403 $ 397,239 License 57,233 56,210 158,297 161,318 Services 54,452 46,498 158,189 130,425 Total revenue 293,508 240,678 845,889 688,982 Cost of revenue(1): Subscription and support 57,411 51,185 170,531 149,173 License 892 837 2,715 3,539 Services 52,507 46,429 152,401 139,345 Total cost of revenue 110,810 98,451 325,647 292,057 Gross profit: Subscription and support 124,412 86,785 358,872 248,066 License 56,341 55,373 155,582 157,779 Services 1,945 69 5,788 (8,920 ) Total gross profit 182,698 142,227 520,242 396,925 Operating expenses(1): Research and development 72,915 66,134 212,063 194,061 Sales and marketing 57,768 50,487 164,698 144,249 General and administrative 47,547 42,302 132,010 121,502 Total operating expenses 178,230 158,923 508,771 459,812 Income (loss) from operations 4,468 (16,696 ) 11,471 (62,887 ) Interest income 13,794 10,824 43,122 31,727 Interest expense (3,668 ) (1,686 ) (9,913 ) (5,061 ) Other income (expense), net 34,074 (6,535 ) (36,270 ) (9,501 ) Income (loss) before provision for (benefit from) income taxes 48,668 (14,093 ) 8,410 (45,722 ) Provision for (benefit from) income taxes 2,677 (8,615 ) (9,443 ) (22,860 ) Net income (loss) $ 45,991 $ (5,478 ) $ 17,853 $ (22,862 ) Net income (loss) per share: Basic $ 0.55 $ (0.07 ) $ 0.21 $ (0.28 ) Diluted $ 0.54 $ (0.07 ) $ 0.21 $ (0.28 ) Shares used in computing net income (loss) per share: Basic 84,044,661 82,500,109 83,671,443 82,105,357 Diluted 85,880,643 82,500,109 85,654,903 82,105,357 (1)Amounts include stock-based compensation expense as follows: Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 Stock-based compensation expense: Cost of subscription and support revenue $ 3,598 $ 3,183 $ 10,511 $ 10,059 Cost of license revenue 32 — 104 148 Cost of services revenue 5,055 4,729 15,218 14,161 Research and development 10,267 10,003 30,560 30,127 Sales and marketing 10,832 9,349 31,400 25,268 General and administrative 10,573 9,386 31,572 29,411 Total stock-based compensation expense $ 40,357 $ 36,650 $ 119,365 $ 109,174 GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 45,991 $ (5,478 ) $ 17,853 $ (22,862 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 5,965 5,591 17,538 16,525 Amortization of debt issuance costs 1,058 434 2,782 1,296 Amortization of contract acquisition costs 4,726 4,124 14,597 12,869 Stock-based compensation 40,357 36,650 119,365 109,174 Changes to allowance for credit losses and revenue reserves 17 52 1,107 (142 ) Deferred income tax (1,692 ) (11,904 ) (15,851 ) (29,294 ) Amortization of premium (accretion of discount) on available-for-sale securities, net (2,064 ) (3,269 ) (8,613 ) (9,492 ) Gain on sale of strategic investments — — (3,671 ) (1,758 ) Changes in fair value of strategic investments 103 (298 ) 341 (298 ) Loss on retirement of debt — — 53,565 — Other non-cash items affecting net income (loss) 53 (28 ) 56 (74 ) Changes in operating assets and liabilities: Accounts receivable (23,426 ) 23,729 (10,609 ) 46,276 Unbilled accounts receivable (50,377 ) (35,057 ) (74,471 ) (33,955 ) Prepaid expenses and other assets (9,539 ) (9,551 ) (21,384 ) (22,082 ) Operating lease assets 1,375 2,060 1,983 6,106 Accounts payable 3,439 1,674 13,589 (10,538 ) Accrued employee compensation 26,278 14,053 (20,600 ) (25,604 ) Deferred revenue (7,354 ) (14,256 ) (24,876 ) (28,012 ) Lease liabilities (970 ) (1,891 ) (1,121 ) (5,136 ) Other liabilities (1,590 ) (1,832 ) (5,544 ) (1,028 ) Net cash provided by (used in) operating activities 32,350 4,803 56,036 1,971 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of available-for-sale securities (242,588 ) (138,595 ) (672,330 ) (453,441 ) Maturities and sales of available-for-sale securities 226,776 148,883 529,887 416,299 Purchases of property and equipment (703 ) (678 ) (2,336 ) (4,668 ) Capitalized software development costs (3,816 ) (3,371 ) (10,972 ) (9,429 ) Acquisition of strategic investments (1,000 ) (86 ) (1,772 ) (336 ) Sale of strategic investments — — 5,671 6,508 Acquisition of business, net of acquired cash (26,724 ) — (26,724 ) — Net cash provided by (used in) investing activities (48,055 ) 6,153 (178,576 ) (45,067 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of convertible senior notes, net of issuance costs — — 671,840 — Payment for the retirement of convertible senior notes — — (353,535 ) — Payment for the maturity of convertible senior notes (179,061 ) — (179,061 ) — Purchase of capped calls — — (58,788 ) — Payment of revolving credit facility costs — — (2,065 ) — Proceeds from issuance of common stock upon exercise of stock options 710 10 3,174 14 Net cash provided by (used in) financing activities (178,351 ) 10 81,565 14 Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash 6,888 (1,354 ) 3,303 (2,915 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (187,168 ) 9,612 (37,672 ) (45,997 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 698,680 351,181 549,184 406,790 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 511,512 $ 360,793 $ 511,512 $ 360,793 GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited, in thousands) The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below: Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 Gross profit reconciliation: GAAP gross profit $ 182,698 $ 142,227 $ 520,242 $ 396,925 Non-GAAP adjustments: Stock-based compensation 8,685 7,912 25,833 24,368 Amortization of intangibles 485 485 1,455 1,455 Non-GAAP gross profit $ 191,868 $ 150,624 $ 547,530 $ 422,748 Income (loss) from operations reconciliation: GAAP income (loss) from operations $ 4,468 $ (16,696 ) $ 11,471 $ (62,887 ) Non-GAAP adjustments: Stock-based compensation 40,357 36,650 119,365 109,174 Amortization of intangibles 1,234 1,367 3,879 4,101 Acquisition consideration holdback — (542 ) — 143 Non-GAAP income (loss) from operations $ 46,059 $ 20,779 $ 134,715 $ 50,531 Net income (loss) reconciliation: GAAP net income (loss) $ 45,991 $ (5,478 ) $ 17,853 $ (22,862 ) Non-GAAP adjustments: Stock-based compensation 40,357 36,650 119,365 109,174 Amortization of intangibles 1,234 1,367 3,879 4,101 Acquisition consideration holdback — (542 ) — 143 Amortization of debt issuance costs 1,058 434 2,782 1,296 Changes in fair value of strategic investments 103 (298 ) 341 (298 ) Gain on sale of strategic investments — — (3,671 ) (1,758 ) Retirement of debt (1) — — 53,565 — Tax impact of non-GAAP adjustments (13,576 ) (10,469 ) (38,327 ) (29,289 ) Non-GAAP net income (loss) $ 75,167 $ 21,664 $ 155,787 $ 60,507 Tax provision (benefit) reconciliation: GAAP tax provision (benefit) $ 2,677 $ (8,615 ) $ (9,443 ) $ (22,860 ) Non-GAAP adjustments: Stock-based compensation 7,175 2,890 17,910 10,108 Amortization of intangibles 219 108 580 380 Acquisition consideration holdback — (43 ) — 25 Amortization of debt issuance costs 188 34 417 120 Changes in fair value of strategic investments 18 (23 ) 47 (23 ) Gain on sale of strategic investments — — (463 ) (191 ) Retirement of debt (1) — — 6,756 — Tax impact of non-GAAP adjustments 5,976 7,503 13,080 18,870 Non-GAAP tax provision (benefit) $ 16,253 $ 1,854 $ 28,884 $ 6,429 GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited, in thousands except share and per share data) The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below: Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 Net income (loss) per share reconciliation: GAAP net income (loss) per share – diluted $ 0.54 $ (0.07 ) $ 0.21 $ (0.28 ) Non-GAAP adjustments: Stock-based compensation 0.47 0.44 1.39 1.31 Amortization of intangibles 0.01 0.02 0.05 0.05 Acquisition consideration holdback — (0.01 ) — — Amortization of debt issuance costs 0.01 0.01 0.03 0.02 Changes in fair value of strategic investments — — — — Gain on sale of strategic investments — — (0.04 ) (0.02 ) Retirement of debt (1) — — 0.63 — Tax impact of non-GAAP adjustments (0.15 ) (0.13 ) (0.45 ) (0.35 ) Non-GAAP dilutive shares excluded from GAAP net income (loss) per share calculation — — — (0.01 ) Non-GAAP net income (loss) per share – diluted $ 0.88 $ 0.26 $ 1.82 $ 0.72 Shares used in computing non-GAAP net income (loss) per share amounts: GAAP weighted average shares – diluted 85,880,643 82,500,109 85,654,903 82,105,357 Non-GAAP dilutive shares excluded from GAAP net income (loss) per share calculation — 1,453,086 — 1,293,859 GAAP and pro forma weighted average shares — diluted 85,880,643 83,953,195 85,654,903 83,399,216 (1) During the nine months ended April 30, 2025, the Company recorded a $53.6 million loss on retirement of debt in other income (expense) comprised of $53.3 million loss on extinguishment and $0.3 million loss on the induced conversion of a portion of its convertible senior notes due March 2025. Prior to the first quarter of fiscal year 2025, there were no transactions similar to the retirement of debt in any periods presented on the condensed consolidated statements of operations. The following table summarizes our free cash flow for the periods indicated below: Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 Free cash flow: Net cash provided by (used in) operating activities $ 32,350 $ 4,803 $ 56,036 $ 1,971 Purchases of property and equipment (703 ) (678 ) (2,336 ) (4,668 ) Capitalized software development costs (3,816 ) (3,371 ) (10,972 ) (9,429 ) Free cash flow $ 27,831 $ 754 $ 42,728 $ (12,126 ) GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES Reconciliation of GAAP to Non-GAAP Outlook The following table reconciles the specific items excluded from GAAP outlook in the calculation of non-GAAP outlook for the periods indicated below (in millions): Fourth Quarter Fiscal Year 2025 Fiscal Year 2025 Income (loss) from operations outlook reconciliation: GAAP income (loss) from operations $7 — $15 $20 — $28 Non-GAAP adjustments: Stock-based compensation 43 — 43 162 — 162 Amortization of intangibles 2 — 2 5 — 5 Non-GAAP income (loss) from operations $52 — $60 $187 — $195 View source version on Contacts Investor Contact: Alex HughesGuidewire(650) 356-4921ir@ Media Contact: Melissa CobbGuidewire(650) 464-1177mcobb@ Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data

Guidewire Announces Third Quarter Fiscal Year 2025 Financial Results
Guidewire Announces Third Quarter Fiscal Year 2025 Financial Results

Business Wire

time18 minutes ago

  • Business Wire

Guidewire Announces Third Quarter Fiscal Year 2025 Financial Results

SAN MATEO, Calif.--(BUSINESS WIRE)--Guidewire (NYSE: GWRE) today announced its financial results for the fiscal quarter ended April 30, 2025. 'We delivered exceptional third-quarter results, highlighted by record Q3 sales activity and 17 cloud deals,' said Mike Rosenbaum, chief executive officer, Guidewire. 'With Guidewire established as the clear worldwide leader in P&C core systems, we're increasing our market engagement activity, hosting our largest ever industry events in Paris, Tokyo, and Sydney, and our second annual Developer Summit in Bangalore, where we activated the industry's largest developer ecosystem.' 'ARR, revenue, and operating income results all finished above the high end of our guidance ranges in the third fiscal quarter,' said Jeff Cooper, chief financial officer, Guidewire. 'Based on this strong execution and our robust pipeline, we are raising our full-year fiscal 2025 targets, reinforcing our confidence in our growth trajectory and long-term value creation.' Third Quarter Fiscal Year 2025 Financial Highlights Revenue Total revenue for the third quarter of fiscal year 2025 was $293.5 million, an increase of 22% from the same quarter in fiscal year 2024. Subscription and support revenue was $181.8 million, an increase of 32%; license revenue was $57.2 million, an increase of 2%; and services revenue was $54.5 million, an increase of 17%, each as compared to the same quarter in fiscal year 2024. As of April 30, 2025, annual recurring revenue, or ARR, was $960 million, compared to $864 million as of July 31, 2024. ARR results for interim quarterly periods in fiscal year 2025 are based on actual currency rates at the end of fiscal year 2024, held constant throughout the year. Profitability GAAP income from operations was $4.5 million for the third quarter of fiscal year 2025, compared with GAAP loss from operations of $16.7 million for the same quarter in fiscal year 2024. Non-GAAP income from operations was $46.1 million for the third quarter of fiscal year 2025, compared with $20.8 million for the same quarter in fiscal year 2024. GAAP net income was $46.0 million for the third quarter of fiscal year 2025, compared with GAAP net loss of $5.5 million for the same quarter in fiscal year 2024. GAAP net income per share was $0.54, based on diluted weighted average shares outstanding of 85.9 million, compared to GAAP net loss per share of $0.07 for the same quarter in fiscal year 2024, based on diluted weighted average shares outstanding of 82.5 million. Non-GAAP net income was $75.2 million for the third quarter of fiscal year 2025, compared with $21.7 million for the same quarter in fiscal year 2024. Non-GAAP net income per share was $0.88, based on diluted weighted average shares outstanding of 85.9 million, compared with $0.26 for the same quarter in fiscal year 2024, based on diluted weighted average shares outstanding of 84.0 million. Liquidity and Capital Resources Guidewire had $1,243.7 million in cash, cash equivalents, and investments at April 30, 2025, compared to $1,129.5 million at July 31, 2024. The increase was primarily due to proceeds received from our October 2024 issuance of the convertible senior notes due 2029 (the '2029 Convertible Senior Notes') and operating cash flow, partially offset by the settlement of the convertible senior notes due 2025 (the '2025 Convertible Senior Notes') and the purchase of capped calls related to the 2029 Convertible Senior Notes. The 2025 Convertible Senior Notes matured on March 15, 2025. The Company fully settled the outstanding $179.1 million aggregate principal amount of the 2025 Convertible Senior Notes through aggregate cash payments totaling $180.2 million, which included related accrued interest of $1.1 million, and the gross issuance of 671,202 shares of common stock. The Company received 697,140 gross shares of common stock from the settlement of the capped calls related to the 2025 Convertible Senior Notes. These shares received offset the 671,202 shares issued to holders of the 2025 Convertible Senior Notes upon maturity. As a result, the Company received 25,938 net shares, which were retired, resulting in a small decrease in the Company's shares outstanding. Business Outlook Guidewire is issuing the following outlook for the fourth quarter of fiscal year 2025 based on current expectations: Ending ARR between $1,012 million and $1,022 million Total revenue between $332 million and $340 million Operating income (loss) between $7 million and $15 million Non-GAAP operating income between $52 million and $60 million Guidewire is issuing the following updated outlook for fiscal year 2025 based on current expectations: Ending ARR between $1,012 million and $1,022 million Total revenue between $1,178 million and $1,186 million Operating income between $20 million and $28 million Non-GAAP operating income between $187 million and $195 million Operating cash flow between $255 million and $275 million Conference Call Information The webcast will be archived on Guidewire's website ( for a period of three months. Non-GAAP Financial Measures and Other Metrics This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP tax provision (benefit), non-GAAP net income (loss) per share, and free cash flow. Non-GAAP gross profit and non-GAAP income (loss) from operations exclude stock-based compensation, amortization of intangibles, and acquisition consideration holdback. Non-GAAP net income (loss) and non-GAAP tax provision (benefit) also exclude the amortization of debt issuance costs from our convertible senior notes, changes in fair value of strategic investments, gain (loss) on sale of strategic investments, retirement of debt, and related tax effects of the non-GAAP adjustments. Free cash flow consists of net cash flow provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized software development costs. These non-GAAP measures enable us to analyze our financial performance without the effects of certain non-cash items such as amortization and stock-based compensation. Annual recurring revenue ('ARR') is used to quantify the annualized recurring value outlined in active customer contracts at the end of a reporting period. ARR includes the annualized recurring value of term licenses, subscription agreements, support contracts, and hosting agreements based on customer contractual terms and invoicing activities for the current reporting period, which may not be the same as the timing and amount of revenue recognized. ARR reflects all fee changes due to contract renewals, non-renewals, expansion, cancellations, attrition, or renegotiations at a higher or lower fee arrangement that are effective as of the ARR reporting date. All components of the licensing and other arrangements that are not expected to recur (primarily perpetual licenses and professional services) are excluded from our ARR calculations. In some arrangements with multiple performance obligations, a portion of recurring license and support or subscription contract value is allocated to services revenue for revenue recognition purposes, but does not get allocated for purposes of calculating ARR. This revenue allocation generally only impacts the initial term of the contract. This means that if we increase arrangements with multiple performance obligations that include services at discounted rates, more of the total contract value would be recognized as services revenue, but our reported ARR amount would not be impacted. During the nine months ended April 30, 2025, the recurring license and support or subscription contract value recognized as services revenue was $8.1 million. Guidewire believes that these non-GAAP financial measures and other metrics provide useful information to management and investors regarding certain financial and business trends relating to Guidewire's financial condition and results of operations. Guidewire's management uses these non-GAAP measures and other metrics to compare the Company's performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation, and for budgeting and planning purposes. Guidewire believes that the use of these non-GAAP financial measures and other metrics provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Guidewire's financial measures with other software companies, many of which present similar non-GAAP financial measures and other metrics to investors. Guidewire's management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Guidewire's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Guidewire urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including the financial tables at the end of this press release, and not to rely on any single financial measure to evaluate Guidewire's business. About Guidewire Guidewire is the platform P&C insurers trust to engage, innovate, and grow efficiently. More than 570 insurers in 42 countries, from new ventures to the largest and most complex in the world, rely on Guidewire products. With core systems leveraging data and analytics, digital, and artificial intelligence, Guidewire defines cloud platform excellence for P&C insurers. We are proud of our unparalleled implementation record, with 1,700+ successful projects supported by the industry's largest R&D team and SI partner ecosystem. Our marketplace represents the largest solution partner community in P&C, where customers can access hundreds of applications to accelerate integration, localization, and innovation. Guidewire uses its Investor Relations website ( X (formerly known as Twitter) feed (@Guidewire_PandC), and LinkedIn page ( as a means of disclosing information about the company and for complying with its disclosure obligations under Regulation FD. The information that is posted through these channels may be deemed material. Accordingly, investors should monitor these channels in addition to Guidewire's press releases, filings with the Securities and Exchange Commission, public conference calls, and webcasts. Cautionary Language Concerning Forward-Looking Statements This press release contains 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and targets, and our future business momentum relating to our market leadership, sales activities, and financial performance expectations. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as 'expect,' 'anticipate,' 'should,' 'believe,' 'hope,' 'target,' 'project,' 'goals,' 'estimate,' 'potential,' 'predict,' 'may,' 'will,' 'might,' 'could,' 'intend,' variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Guidewire's control. Guidewire's 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 Guidewire's most recent Forms 10-K and 10-Q filed with the Securities and Exchange Commission (the 'SEC') as well as other documents that may be filed by Guidewire from time to time with the SEC. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: quarterly and annual operating results may fluctuate more than expected; seasonal and other variations related to our customer agreements and related revenue recognition may cause significant fluctuations in our results of operations, ARR, and cash flows; our reliance on sales to and renewals from a relatively small number of large customers for a substantial portion of our revenue and ARR; our making long-term pricing commitments in our customer contracts based on available information and estimates about our future costs that may change; our ability to successfully manage our business model, including achieving market acceptance of our cloud-based services and products and the costs related to cloud operations, cybersecurity, product development, and services; the timing, success, and number of professional services engagements and the billing rates and utilization of our professional services employees and contractors; the impact of global events (including, without limitation, ongoing global conflicts, inflation, high interest rates, economic volatility, political uncertainties, tariffs, bank failures and associated financial instability, and supply chain issues) on our employees, our business, and the businesses of our customers, system integrator ('SI') partners, and vendors; data security breaches of our cloud-based services and products or unauthorized access to our employees' or our customers' data; our competitive environment and changes thereto; issues in the development and use of AI and machine learning, combined with an uncertain regulatory environment; use of AI by our workforce may present risks to our business; errors or failures in our products or services, as well as service interruptions or failure of the third-party service providers we rely on; our services revenue produces lower gross margins than our license, subscription and support revenue; our product development and sales cycles are lengthy and may be affected by factors outside of our control; the impact of new regulations and laws (including, without limitation, security, privacy, AI and machine learning, tax regulations and laws, and accounting standards); assertions by third parties that we violate their intellectual property rights; weakened global economic conditions may adversely affect the P&C insurance industry, including the rate of information technology spending; our ability to sell our services and products is highly dependent on the quality of our professional services and SI partners; the risk of losing key employees; the challenges of international operations, including changes in foreign exchange rates; and other risks and uncertainties. Past performance is not indicative of future results. The forward-looking statements included in this press release represent Guidewire's views as of the date of this press release. Guidewire anticipates that subsequent events and developments will cause its views to change. Guidewire undertakes 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 Guidewire's views as of any date subsequent to the date of this press release. (unaudited, in thousands) 2 025 July 31, 2 024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 510,321 $ 547,992 Short-term investments 410,116 455,576 Accounts receivable, net 147,296 137,339 Unbilled accounts receivable, net 166,925 87,031 Prepaid expenses and other current assets 78,311 67,596 Total current assets 1,312,969 1,295,534 Long-term investments 323,305 125,885 Unbilled accounts receivable, net 791 4,157 Property and equipment, net 55,561 55,409 Operating lease assets 41,767 43,750 Intangible assets, net 13,482 9,005 Goodwill 393,592 372,214 Deferred tax assets, net 281,344 253,085 Other assets 65,260 67,255 TOTAL ASSETS $ 2,488,071 $ 2,226,294 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 28,952 $ 15,209 Accrued employee compensation 89,230 109,084 Deferred revenue, net 258,786 281,855 Convertible senior notes, net — 398,903 Other current liabilities 28,946 32,584 Total current liabilities 405,914 837,635 Lease liabilities 33,013 34,721 Convertible senior notes, net 673,696 — Deferred revenue, net 4,937 3,628 Other liabilities 7,936 7,578 Total liabilities 1,125,496 883,562 STOCKHOLDERS' EQUITY: Common stock 8 8 Additional paid-in capital 1,977,364 1,979,021 Accumulated other comprehensive income (loss) (8,597 ) (12,244 ) Retained earnings (accumulated deficit) (606,200 ) (624,053 ) Total stockholders' equity 1,362,575 1,342,732 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,488,071 $ 2,226,294 Expand GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES (unaudited, in thousands except share and per share data) 2025 2024 2025 2024 Revenue: Subscription and support $ 181,823 $ 137,970 $ 529,403 $ 397,239 License 57,233 56,210 158,297 161,318 Services 54,452 46,498 158,189 130,425 Total revenue 293,508 240,678 845,889 688,982 Cost of revenue (1): Subscription and support 57,411 51,185 170,531 149,173 License 892 837 2,715 3,539 Services 52,507 46,429 152,401 139,345 Total cost of revenue 110,810 98,451 325,647 292,057 Gross profit: Subscription and support 124,412 86,785 358,872 248,066 License 56,341 55,373 155,582 157,779 Services 1,945 69 5,788 (8,920 ) Total gross profit 182,698 142,227 520,242 396,925 Operating expenses (1): Research and development 72,915 66,134 212,063 194,061 Sales and marketing 57,768 50,487 164,698 144,249 General and administrative 47,547 42,302 132,010 121,502 Total operating expenses 178,230 158,923 508,771 459,812 Income (loss) from operations 4,468 (16,696 ) 11,471 (62,887 ) Interest income 13,794 10,824 43,122 31,727 Interest expense (3,668 ) (1,686 ) (9,913 ) (5,061 ) Other income (expense), net 34,074 (6,535 ) (36,270 ) (9,501 ) Income (loss) before provision for (benefit from) income taxes 48,668 (14,093 ) 8,410 (45,722 ) Provision for (benefit from) income taxes 2,677 (8,615 ) (9,443 ) (22,860 ) Net income (loss) $ 45,991 $ (5,478 ) $ 17,853 $ (22,862 ) Net income (loss) per share: Basic $ 0.55 $ (0.07 ) $ 0.21 $ (0.28 ) Diluted $ 0.54 $ (0.07 ) $ 0.21 $ (0.28 ) Shares used in computing net income (loss) per share: Expand (1) Amounts include stock-based compensation expense as follows: GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 45,991 $ (5,478 ) $ 17,853 $ (22,862 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 5,965 5,591 17,538 16,525 Amortization of debt issuance costs 1,058 434 2,782 1,296 Amortization of contract acquisition costs 4,726 4,124 14,597 12,869 Stock-based compensation 40,357 36,650 119,365 109,174 Changes to allowance for credit losses and revenue reserves 17 52 1,107 (142 ) Deferred income tax (1,692 ) (11,904 ) (15,851 ) (29,294 ) Amortization of premium (accretion of discount) on available-for-sale securities, net (2,064 ) (3,269 ) (8,613 ) (9,492 ) Gain on sale of strategic investments — — (3,671 ) (1,758 ) Changes in fair value of strategic investments 103 (298 ) 341 (298 ) Loss on retirement of debt — — 53,565 — Other non-cash items affecting net income (loss) 53 (28 ) 56 (74 ) Changes in operating assets and liabilities: Accounts receivable (23,426 ) 23,729 (10,609 ) 46,276 Unbilled accounts receivable (50,377 ) (35,057 ) (74,471 ) (33,955 ) Prepaid expenses and other assets (9,539 ) (9,551 ) (21,384 ) (22,082 ) Operating lease assets 1,375 2,060 1,983 6,106 Accounts payable 3,439 1,674 13,589 (10,538 ) Accrued employee compensation 26,278 14,053 (20,600 ) (25,604 ) Deferred revenue (7,354 ) (14,256 ) (24,876 ) (28,012 ) Lease liabilities (970 ) (1,891 ) (1,121 ) (5,136 ) Other liabilities (1,590 ) (1,832 ) (5,544 ) (1,028 ) Net cash provided by (used in) operating activities 32,350 4,803 56,036 1,971 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of available-for-sale securities (242,588 ) (138,595 ) (672,330 ) (453,441 ) Maturities and sales of available-for-sale securities 226,776 148,883 529,887 416,299 Purchases of property and equipment (703 ) (678 ) (2,336 ) (4,668 ) Capitalized software development costs (3,816 ) (3,371 ) (10,972 ) (9,429 ) Acquisition of strategic investments (1,000 ) (86 ) (1,772 ) (336 ) Sale of strategic investments — — 5,671 6,508 Acquisition of business, net of acquired cash (26,724 ) — (26,724 ) — Net cash provided by (used in) investing activities (48,055 ) 6,153 (178,576 ) (45,067 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of convertible senior notes, net of issuance costs — — 671,840 — Payment for the retirement of convertible senior notes — — (353,535 ) — Payment for the maturity of convertible senior notes (179,061 ) — (179,061 ) — Purchase of capped calls — — (58,788 ) — Payment of revolving credit facility costs — — (2,065 ) — Proceeds from issuance of common stock upon exercise of stock options 710 10 3,174 14 Net cash provided by (used in) financing activities (178,351 ) 10 81,565 14 Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash 6,888 (1,354 ) 3,303 (2,915 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (187,168 ) 9,612 (37,672 ) (45,997 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 698,680 351,181 549,184 406,790 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 511,512 $ 360,793 $ 511,512 $ 360,793 Expand GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES (unaudited, in thousands) 2025 2024 2025 2024 Gross profit reconciliation: GAAP gross profit $ 182,698 $ 142,227 $ 520,242 $ 396,925 Non-GAAP adjustments: Stock-based compensation 8,685 7,912 25,833 24,368 Amortization of intangibles 485 485 1,455 1,455 Non-GAAP gross profit $ 191,868 $ 150,624 $ 547,530 $ 422,748 Income (loss) from operations reconciliation: GAAP income (loss) from operations $ 4,468 $ (16,696 ) $ 11,471 $ (62,887 ) Non-GAAP adjustments: Stock-based compensation 40,357 36,650 119,365 109,174 Amortization of intangibles 1,234 1,367 3,879 4,101 Acquisition consideration holdback — (542 ) — 143 Non-GAAP income (loss) from operations $ 46,059 $ 20,779 $ 134,715 $ 50,531 Net income (loss) reconciliation: GAAP net income (loss) $ 45,991 $ (5,478 ) $ 17,853 $ (22,862 ) Non-GAAP adjustments: Stock-based compensation 40,357 36,650 119,365 109,174 Amortization of intangibles 1,234 1,367 3,879 4,101 Acquisition consideration holdback — (542 ) — 143 Amortization of debt issuance costs 1,058 434 2,782 1,296 Changes in fair value of strategic investments 103 (298 ) 341 (298 ) Gain on sale of strategic investments — — (3,671 ) (1,758 ) Retirement of debt (1) — — 53,565 — Tax impact of non-GAAP adjustments (13,576 ) (10,469 ) (38,327 ) (29,289 ) Non-GAAP net income (loss) $ 75,167 $ 21,664 $ 155,787 $ 60,507 Tax provision (benefit) reconciliation: GAAP tax provision (benefit) $ 2,677 $ (8,615 ) $ (9,443 ) $ (22,860 ) Non-GAAP adjustments: Stock-based compensation 7,175 2,890 17,910 10,108 Amortization of intangibles 219 108 580 380 Acquisition consideration holdback — (43 ) — 25 Amortization of debt issuance costs 188 34 417 120 Changes in fair value of strategic investments 18 (23 ) 47 (23 ) Gain on sale of strategic investments — — (463 ) (191 ) Retirement of debt (1) — — 6,756 — Tax impact of non-GAAP adjustments 5,976 7,503 13,080 18,870 Non-GAAP tax provision (benefit) $ 16,253 $ 1,854 $ 28,884 $ 6,429 Expand GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited, in thousands except share and per share data) The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below: Three Months Ended April 30, Nine Months Ended April 30, 2025 2024 2025 2024 Net income (loss) per share reconciliation: GAAP net income (loss) per share – diluted $ 0.54 $ (0.07 ) $ 0.21 $ (0.28 ) Non-GAAP adjustments: Stock-based compensation 0.47 0.44 1.39 1.31 Amortization of intangibles 0.01 0.02 0.05 0.05 Acquisition consideration holdback — (0.01 ) — — Amortization of debt issuance costs 0.01 0.01 0.03 0.02 Changes in fair value of strategic investments — — — — Gain on sale of strategic investments — — (0.04 ) (0.02 ) Retirement of debt (1) — — 0.63 — Tax impact of non-GAAP adjustments (0.15 ) (0.13 ) (0.45 ) (0.35 ) Non-GAAP dilutive shares excluded from GAAP net income (loss) per share calculation — — — (0.01 ) Non-GAAP net income (loss) per share – diluted $ 0.88 $ 0.26 $ 1.82 $ 0.72 Shares used in computing non-GAAP net income (loss) per share amounts: GAAP weighted average shares – diluted 85,880,643 82,500,109 85,654,903 82,105,357 Non-GAAP dilutive shares excluded from GAAP net income (loss) per share calculation — 1,453,086 — 1,293,859 GAAP and pro forma weighted average shares — diluted 85,880,643 83,953,195 85,654,903 83,399,216 Expand (1) During the nine months ended April 30, 2025, the Company recorded a $53.6 million loss on retirement of debt in other income (expense) comprised of $53.3 million loss on extinguishment and $0.3 million loss on the induced conversion of a portion of its convertible senior notes due March 2025. Prior to the first quarter of fiscal year 2025, there were no transactions similar to the retirement of debt in any periods presented on the condensed consolidated statements of operations. The following table summarizes our free cash flow for the periods indicated below: GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES The following table reconciles the specific items excluded from GAAP outlook in the calculation of non-GAAP outlook for the periods indicated below (in millions): Fourth Quarter Fiscal Year 2025 Fiscal Year 2025 Income (loss) from operations outlook reconciliation: GAAP income (loss) from operations $7 — $15 $20 — $28 Non-GAAP adjustments: Stock-based compensation 43 — 43 162 — 162 Amortization of intangibles 2 — 2 5 — 5 Non-GAAP income (loss) from operations $52 — $60 $187 — $195 Expand

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