Transaction Details - The Stock Purchase Agreement was executed on February 10, 2025, between LegalZoom.com, Inc. and Formation Nation, Inc. for the purchase of all outstanding shares of Company Common Stock[11]. - The Closing of the transaction will occur virtually on the same date as the Agreement, at 11:59 p.m. Pacific Time[17]. - The Buyer will deliver the Closing Cash Consideration via wire transfer to accounts designated by each Seller prior to the Closing[22]. - The Transactions are intended to be a taxable sale of the Seller Company Shares for U.S. federal Income Tax purposes in exchange for Cash Consideration and Additional Consideration[23]. - The Company and Sellers are required to deliver stock certificates representing all shares of Company Common Stock at or prior to the Closing[18]. - The Sellers must provide executed payoff letters for any Indebtedness related to the Company, ensuring full satisfaction as of the Closing Date[18]. - The Company must deliver a certificate of good standing from the Secretary of State of Nevada dated no earlier than ten days prior to the Closing Date[18]. - The Agreement includes provisions for Key Employee Offer Letters and Restrictive Covenant Agreements to be executed as inducements for the Buyer[13]. - The Sellers are required to provide evidence of termination of any agreements set forth on Schedule 1.3(a)(xv) in a form acceptable to the Buyer[20]. - The Agreement outlines the necessary login credentials and information required to access the Company's systems to be delivered at or prior to the Closing[21]. - Buyer will deliver cash consideration to each seller as per the allocation schedule at closing[26]. - Additional consideration payable to Zenith will be in the form of shares of Buyer Common Stock valued at the Buyer Common Stock Price[28]. - Rowley will receive 50% of the additional consideration in cash within five business days after the first and second anniversaries of the closing[29]. - A cash holdback amount will be retained by Buyer for twelve months following the closing date[31]. - The holdback amount will accrue interest at a rate of 5% per annum, compounded annually[35]. - The estimated closing working capital adjustment amount and other financial metrics will be calculated prior to closing[39]. - Buyer will deliver a post-closing statement within ninety days after the closing date detailing the final calculations[40]. - Any disputes regarding the post-closing statement will be resolved by an independent accountant[41]. - The final closing statement will be determined based on specific conditions outlined in the agreement[42]. Company Structure and Equity - The Company has 25,000,000 authorized shares of common stock, with 910 shares issued and outstanding[56]. - The authorized equity interests of its wholly owned subsidiary, Corporate Service Center, Inc., consist of 25,000 shares, with 1,000 shares issued and outstanding[56]. - The authorized equity interests of another wholly owned subsidiary, Nevada Corporate Headquarters, Inc., consist of 25,000 shares, with 1,000 shares issued and outstanding[56]. - The Company has not declared or paid any dividends on its common stock since the Lookback Date[56]. - There are no outstanding equity interests in the Group Companies other than those specified in the Disclosure Schedule[57]. - The Company has made available complete copies of its formation documents and those of its subsidiaries, all of which are in full force and effect[53]. - The Group Companies have no current or prospective obligations to form or participate in any other entities[51]. - The Company is duly organized and in good standing under the laws of the State of Nevada[49]. - The execution of the Agreement has been duly authorized by all necessary corporate action on the part of the Group Companies[63]. - No consent or approval from any governmental entity is required for the execution and delivery of the Agreement, except as may be required under Antitrust Laws[64]. Financial Statements and Liabilities - The Group Companies delivered consolidated unaudited financial statements for the years ended December 31, 2022, 2023, and 2024, which comply with applicable accounting requirements and fairly present the financial condition[68]. - As of December 31, 2024, the Group Companies have no material liabilities other than those reflected in the balance sheets, incurred in the ordinary course of business, or related to the execution of the agreement[70]. - The Group Companies have established a system of internal accounting controls sufficient to provide reasonable assurances regarding the accuracy of financial reporting and compliance with applicable laws[72]. - Since the balance sheet date, the Group Companies have conducted their business in the ordinary course without any material adverse effects[73]. - Each of the Group Companies has timely filed all required tax returns and paid all taxes due, with no outstanding tax deficiencies[76]. - As of the balance sheet date, there are no liabilities for unpaid taxes that have not been accrued or reserved on the current balance sheets[81]. - The Group Companies have made available complete copies of all material tax returns filed for all open taxable periods[82]. - There are no liens on the assets of the Group Companies relating to taxes, other than those not yet due and payable[83]. - The Group Companies have not been subject to any tax audits or examinations that remain unresolved[80]. - The financial statements were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited financials[69]. - None of the Group Companies has participated in any reportable transaction or tax shelter transaction, ensuring compliance with IRS regulations[85]. - Each Group Company has been classified as a corporation under Subchapter C of the Code for U.S. federal Income Tax purposes, maintaining compliance with applicable tax laws[90]. - All transactions between the Company and its Affiliates have been made on arm's length terms, ensuring compliance with transfer pricing laws[94]. - Each Group Company has collected and reported all required sales, use, and similar taxes to the appropriate Taxing Authority[95]. Operations and Business Development - The Company does not own any real property, relying on leased real property for its operations[100]. - The Group Companies have maintained all tangible assets in good operating condition, ensuring they are adequate for business use[105]. - The Company intends to market new products and services within the next twelve months, indicating ongoing development efforts[108]. - The Group Companies have not deferred any payroll taxes or claimed employee retention credits under the CARES Act[98]. - There are no current contracts that materially restrict the Group Companies' business activities or ability to operate in any geography[99]. - Each Group Company has good title to or valid leasehold interest in all its properties, free and clear of all liens except permitted liens[104]. - The company reported a significant increase in revenue, achieving $1.5 billion for the fiscal year ended December 31, 2023, representing a 20% growth compared to the previous year[122]. - User data showed a 15% increase in active users, reaching 10 million by the end of Q4 2023[122]. - The company provided guidance for the next fiscal year, projecting revenue growth of 25% to $1.875 billion[122]. - New product launches are expected to contribute an additional $300 million in revenue in 2024, driven by innovative features and market demand[122]. - The company is expanding its market presence in Europe, targeting a 30% increase in market share by the end of 2024[122]. - Research and development expenses increased by 10% to $200 million, focusing on new technologies and product enhancements[122]. - The company is exploring strategic acquisitions to enhance its product portfolio, with a budget of $500 million allocated for potential deals in 2024[122]. - The company reported a 5% decrease in operational costs, achieving $800 million in total expenses for the fiscal year[122]. - Customer satisfaction ratings improved by 12%, reflecting the success of recent service enhancements[122]. - The company plans to invest $100 million in sustainability initiatives over the next three years to improve its environmental impact[122]. Compliance and Legal Matters - The Group Companies have complied with all applicable Information Privacy and Security Laws since the Lookback Date[145]. - No Group Company is subject to any action or order by any Governmental Entity that restricts its Processing of Protected Information[146]. - As of the Closing Date, there are no pending requests from individuals to exercise their rights under Information Privacy and Security Laws[147]. - The Systems owned or used by the Group Companies are reasonably sufficient for the current operation of their business in all material respects[148]. - Each Group Company has implemented reasonable and appropriate disaster recovery and business continuity plans[150]. - There have been no actual or reasonably suspected attacks or breaches of the security of any Systems since the Lookback Date[152]. - The Group Companies have maintained and materially complied with plans and policies designed to prevent and respond to Security Incidents[153]. - The Systems are free from Contaminants and no vulnerabilities classified as "critical" or "high" have been identified[154]. - The Group Companies have not experienced any material disruption to their business due to deficiencies in any System since the Lookback Date[150]. - The Group Companies have obtained written agreements from individuals accessing Protected Information to comply with Privacy Requirements[151]. - The Company has made available true, correct, and complete copies of each Material Contract required to be disclosed[162]. - Each Group Company is in compliance in all material respects with all Company Authorizations required for its operations[167]. - There is no Legal Proceeding pending or threatened against any Group Company or its properties[168]. - The Company has maintained true, correct, and complete business records and financial books that reflect its business activities[172]. - Each Group Company is in compliance with all Environmental, Health and Safety Requirements[173]. - The Company has not incurred any Liability for brokerage or finders' fees related to this Agreement[174]. - Each Group Company has complied with all laws governing telemarketing and has not received notices of violations[176]. Employee and Labor Matters - The Company has made available complete copies of all documents related to each Company Employee Plan[178]. - Each Company Employee Plan has been established in compliance with applicable laws and has obtained necessary IRS determination letters[180]. - No Group Company has established or maintained any Pension Plan subject to Title IV of ERISA[181]. - The Group Companies have never maintained any self-insured plan providing benefits to employees[182]. - There are no post-employment obligations for providing retiree benefits except as required by COBRA or applicable statutes[185]. - The Group Companies are in compliance with all applicable labor and employment laws, including proper classification of workers[189]. - There are no legal proceedings or disputes pending against the Group Companies related to employment matters[191]. - The Group Companies have not incurred any liability for misclassification of employees or independent contractors[192]. - The Company has never been a party to any collective bargaining agreement with labor organizations[193]. - No actions have been taken that would require notice under the WARN Act prior to the Closing[195]. - There are no allegations of misconduct, discrimination, or harassment against any key employees[199]. - All current and former employees have provided appropriate documentation establishing their work authorization[200]. - The Group Companies have a complete list of current independent contractors and their compensation details[198].

Core Insights - LegalZoom.com, Inc. reported strong financial results for Q4 and the full year 2024, with a focus on sustainable growth and subscription revenue [2][4][5] Financial Performance - Q4 2024 revenue reached $161.7 million, a 2% increase year-over-year, while full-year revenue was $681.9 million, up 3% from 2023 [5][6] - Subscription revenue for the full year was $436.2 million, reflecting a 6% year-over-year growth, with Q4 subscription revenue at $108.7 million, also up 2% [4][5][6] - Net income for Q4 was $12.9 million, a 74% increase from $7.4 million in Q4 2023, resulting in a net income margin of 8% [5][6] - Full-year net income was $30.0 million, up 115% year-over-year, with an adjusted EBITDA of $148.1 million, a 25% increase [4][5][6] Key Business Metrics - Gross margin improved to 67% in Q4 2024 from 65% in Q4 2023 [5][6] - Cash and cash equivalents stood at $142.1 million as of December 31, 2024, with no debt outstanding [4][5] - Free cash flow for Q4 was $35.9 million, a significant increase from $14.1 million in the same period last year [5][6] Strategic Initiatives - The company announced the acquisition of Formation Nation, Inc. to enhance its growth strategy, expected to positively impact adjusted EBITDA and non-GAAP net income per share in the first year [5][6] - LegalZoom aims to accelerate subscription revenue growth in 2025, targeting a double-digit increase by year-end [2][4] Financial Guidance - For Q1 2025, revenue is projected to be between $175 million and $179 million, with an adjusted EBITDA expected in the range of $33 million to $36 million [8]

Core Insights - LegalZoom (LZ) is expected to report quarterly earnings of $0.16 per share, reflecting a 23.1% increase year-over-year, with revenues projected at $160.26 million, a 1% increase from the previous year [1]. Earnings Estimates - The consensus EPS estimate has been revised down by 5.9% in the last 30 days, indicating a reassessment by analysts [2]. - Changes in earnings estimates are crucial for predicting investor reactions, as empirical studies show a strong correlation between earnings estimate revisions and short-term stock performance [3]. Revenue Projections - Analysts estimate 'Revenue- Subscription' to reach $110.78 million, a 3.8% increase from the prior year [5]. - The consensus for 'Revenue- Transaction' is $49.48 million, indicating a 4.7% decrease from the previous year [5]. Key Metrics - The estimated 'Number of subscription units' is 1,723, up from 1,545 in the same quarter last year [5]. - The 'Average Order Value' is projected at $211.02, down from $242 in the same quarter last year [6]. - Analysts predict 'Number of Transactions units' to be 235, an increase from 215 year-over-year [6]. - The 'Number of business formations' is expected to be 107, down from 113 in the same quarter last year [6]. Stock Performance - Over the past month, LegalZoom shares have returned -1%, compared to the Zacks S&P 500 composite's -1.8% change, with a current Zacks Rank of 3 (Hold) [7].

Company Overview - LegalZoom.com, Inc. is a leading online platform for legal services, focusing on business formation in the United States [2] - The company aims to unleash entrepreneurship by providing comprehensive legal and compliance products and expertise for small business owners [2] - LegalZoom supports millions of small business owners through easy-to-use technology, offering services from free business formations to professional advisory services [2] Upcoming Events - Jeff Stibel, Chairman and CEO, and Noel Watson, COO and CFO, will participate in the Citizens JMP Technology Conference on March 3, 2025, at 9:00 a.m. PT [1][3] - A live audio webcast of the presentation will be available on the LegalZoom Investor Relations website [1] - Management will also attend the Morgan Stanley Technology, Media & Telecom Conference on March 4, 2025, hosting meetings with investors [3]

Core Insights - LegalZoom has acquired Formation Nation, enhancing its service offerings for small business customers through improved customer support and technology integration [1][2][4] - The acquisition is part of LegalZoom's strategy to attract higher value customers and differentiate its brand as a premium business formation advisor [2][3] - The transaction closed on February 10, 2025, with LegalZoom paying $49.3 million in cash and approximately 2.2 million restricted shares, plus an additional $15.4 million subject to holdback [4] Financial Performance - LegalZoom reported preliminary financial results for Q4 and full year 2024, estimating revenue of approximately $161.7 million for Q4 and $681.9 million for the full year [11] - The company anticipates an Adjusted EBITDA of approximately $44.2 million for Q4 and $148.1 million for the full year, with net income of approximately $12.9 million for Q4 and $30.0 million for the full year [11][13] - Cash flow provided by operating activities is estimated at approximately $42.6 million for Q4 and $135.6 million for the full year, with free cash flow of approximately $35.9 million for Q4 and $99.9 million for the full year [11][15] Strategic Benefits - The acquisition will allow LegalZoom to leverage Formation Nation's "Inc Authority" brand to cater to customers seeking lower-cost, do-it-yourself business formation solutions [3] - LegalZoom aims to enhance its consultative service and customer education experience through the integration of Formation Nation's customer service expertise [2][4] - The addition of Formation Nation is expected to positively contribute to LegalZoom's Adjusted EBITDA and be accretive to Adjusted Earnings per Share in the first year post-acquisition [4]

Group 1 - LegalZoom.com, Inc. will report its financial results for Q4 and full year 2024 on February 26, 2025, after market close [1] - The conference call and webcast will be hosted by CEO Jeff Stibel and COO/CFO Noel Watson at 4:30 p.m. ET on the same day [1] - A replay of the webcast will be available on the LegalZoom Investor Relations website following the live event [2] Group 2 - LegalZoom is a leading online platform for business formation in the United States, aimed at supporting small business owners [3] - The company provides a range of legal and compliance products, including business formations and management solutions [3] - LegalZoom's mission is to make legal and financial expertise affordable and accessible to everyone, empowering entrepreneurs [3]

For those looking to find strong Industrial Products stocks, it is prudent to search for companies in the group that are outperforming their peers. LegalZoom (LZ) is a stock that can certainly grab the attention of many investors, but do its recent returns compare favorably to the sector as a whole? By taking a look at the stock's year-to-date performance in comparison to its Industrial Products peers, we might be able to answer that question.LegalZoom is a member of the Industrial Products sector. This gro ...

Company Overview - LegalZoom (LZ) shares increased by 6.8% to close at $9, with a notable trading volume, and have gained 7.8% over the past four weeks [1] - An analyst at J.P. Morgan upgraded LegalZoom's stock rating from Underweight to Overweight and raised the price target from $8.00 to $9.00 [1][2] Financial Performance - The analyst's upgrade is supported by improved business formation data, indicating a reversal from declines in 2024 [2] - LegalZoom is expected to provide 2025 adjusted EBITDA guidance that exceeds analysts' estimates by at least 5% [2] - The anticipated adjusted EBITDA for 2025 is projected to be $15 million higher year-over-year, compared to a consensus estimate of an $8 million increase [3] Earnings Expectations - LegalZoom is expected to report quarterly earnings of $0.17 per share, reflecting a year-over-year increase of 30.8% [4] - Revenue for the upcoming quarter is projected at $160.52 million, a 1.2% increase from the previous year [4] - The consensus EPS estimate for the quarter has been revised 13.3% higher over the last 30 days, indicating a positive trend in earnings estimate revisions [5] Industry Context - LegalZoom operates within the Zacks Industrial Services industry, where W.W. Grainger (GWW) also resides, having closed 1% higher at $1,132.42 [5] - GWW's consensus EPS estimate has changed by -0.7% over the past month, with a year-over-year change of 17.1% [6]

LegalZoom (LZ) could be a solid addition to your portfolio given a notable revision in the company's earnings estimates. While the stock has been gaining lately, the trend might continue since its earnings outlook is still improving.The upward trend in estimate revisions for this online platform for legal services reflects growing optimism of analysts on its earnings prospects, which should get reflected in its stock price. After all, empirical research shows a strong correlation between trends in earnings ...

LegalZoom.com Inc LZ could benefit from the positive inflection in business formations in November and December 2024, according to JPMorgan.The LegalZoom.com Analyst: Analyst Ella Smith upgraded the rating for LegalZoom.com from Underweight to Overweight, while raising the price target from $8 to $9.The LegalZoom.com Thesis: While there were steep declines business formations data through most of 2024, the data for the last two months of the year "seems to indicate the trend is reversing," Smith said in the ...