Acquisitions | 3. Acquisitions Acquisitions are accounted for under the purchase method of accounting in which the tangible and identifiable intangible assets and liabilities of each acquired company are recorded at their respective fair values as of each acquisition date, including an amount for goodwill representing the difference between the respective acquisition consideration and fair values of identifiable net assets. The Company believes that for the acquisitions described below, the combined entities will achieve savings in corporate overhead costs and opportunities for growth through expanded geographic and customer segment diversity with the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of the acquired companies’ net identifiable assets acquired and, as a result, goodwill was recorded in connection with the acquisitions. Goodwill related to the acquisitions of ObserveIT, Ltd. and Meta Networks, Ltd. is deductible for tax purposes, and goodwill related to the acquisition of Wombat Security Technologies, Inc. is not deductible for tax purposes. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, these estimates and assumptions are subject to refinement. When additional information becomes available, such as finalization of negotiations of working capital adjustments and tax related matters, the Company may revise its preliminary purchase price allocation. As a result, during the preliminary purchase price allocation period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Subsequent to the purchase price allocation period, adjustments to assets acquired or liabilities assumed are recognized in the operating results. 2019 Acquisitions ObserveIT, Ltd. On November 25, 2019 (the “ObserveIT Acquisition Date”), pursuant to the terms of the share purchase agreement, the Company acquired all shares of ObserveIT, Ltd. (“ObserveIT”). ObserveIT provides detection and prevention from insider threats solutions including data loss detection and response, user activity monitoring, incident response and compliance. By combining ObserveIT’s endpoint agent technology and data risk analytics with the Company’s information classification, threat detection and intelligence, the Company has an insight into user activity with their sensitive data, wherever it resides, and the ability to immediately remediate risk. These factors, among others, contributed to a purchase price in excess of the estimated fair value of acquired net identifiable assets and, as a result, goodwill was recorded in connection with the acquisition. The Company has estimated fair values of acquired tangible assets, intangible assets and liabilities at the ObserveIT Acquisition Date. The amounts reported are considered provisional as the Company is completing the valuation work to determine the fair value of certain assets and liabilities acquired, largely with respect to working capital adjustments. The results of operations and the provisional fair values of the acquired assets and liabilities assumed have been included in the accompanying consolidated financial statements since the ObserveIT Acquisition Date. At the ObserveIT Acquisition Date, the consideration transferred was $213,747, net of cash acquired of $4,752. Of the consideration transferred, $3,250 was held in escrow to secure indemnification obligations, which has not been released as of the issuance of these consolidated financial statements. The revenue from ObserveIT was not material in 2019, and due to the continued integration of the combined businesses, it was impractical to determine the earnings. Per the terms of the share purchase agreement, unvested stock options held by ObserveIT employees were canceled and exchanged for the Company’s unvested stock options. The fair value of $446 of these unvested awards was attributed to pre-combination services and was included in consideration transferred. The fair value of $5,427 was allocated to post-combination services. The unvested awards are subject to the recipient’s continued service with the Company and $5,427 is recognized ratably as stock-based compensation expense over the required remaining service period. Also, as part of the share purchase three-year The Discounted Cash Flow Method was used to value the acquired developed technology, in-process research and development asset, customer relationships and order backlog. The Relief from Royalty Method was used to value the acquired trade name. Management applied significant judgment in estimating the fair values of these intangible assets, which involved the use of significant assumptions with respect to forecasted revenue, forecasted operating results and discount rates. The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Estimated Fair Value Estimated Useful Life (in years) Current assets $ 10,603 N/A Fixed assets 2,132 N/A Operating lease right-of-use asset 2,669 N/A Other assets 652 N/A Customer relationships 15,800 5 Order backlog 1,300 1 Core/developed technology 35,400 4 Trade name 400 2 In-process research and development * 20,600 N/A Operating lease liabilities (3,317 ) N/A Deferred revenue (6,700 ) N/A Other liabilities (5,414 ) N/A Goodwill 144,374 Indefinite $ 218,499 * Purchased in-process research and development will be accounted for as an indefinite-lived intangible asset until the underlying project is completed or abandoned. Meta Networks, Ltd. On May 15, 2019 (the “Meta Networks Acquisition Date”), pursuant to the terms of the share purchase agreement, the Company acquired all shares of Meta Networks, Ltd. (“Meta Networks”), an innovator in zero trust network access. By combining Meta Networks’ innovative zero trust network access technology with the Company’s people-centric security capabilities the Company expects to make it far simpler for enterprises to precisely control employee and contractor access to on-premises, cloud and consumer applications. These factors, among others, contributed to a purchase price in excess of the estimated fair value of acquired net identifiable assets and, as a result, goodwill was recorded in connection with the acquisition. The results of operations and the fair values of the acquired assets and liabilities assumed have been included in the accompanying consolidated financial statements since the Meta Networks Acquisition Date. At the Meta Networks Acquisition Date, the consideration transferred was $104,664, net of cash acquired of $104. Of the consideration transferred, $12,500 was held in escrow to secure indemnification obligations, which has not been released as of the issuance of these consolidated financial statements. The revenue from Meta Networks was not material in 2019, and due to the continued integration of the combined businesses, it was impractical to determine the earnings. Per the terms of the share purchase agreement, unvested stock options and unvested restricted stock units held by Meta Networks employees were canceled and exchanged for the Company’s unvested stock options and unvested restricted stock units, respectively. The fair value of $184 of these unvested awards was attributed to pre-combination services and was included in consideration transferred. The fair value of $12,918 was allocated to post-combination services. The unvested awards are subject to the recipient’s continued service with the Company, and $12,918 will be recognized ratably as stock-based compensation expense over the required remaining service period. Also, as part of the share purchase three-year The Cost to Recreate Method was used to value the acquired developed technology asset. Management applied judgment in estimating the fair value of this intangible asset, which involved the use of significant assumptions such as the cost and time to build the acquired technology, developer’s profit and rate of return. The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value Estimated Useful Life (in years) Current assets $ 356 N/A Fixed assets 68 N/A Core/developed technology 21,000 3 Deferred tax liability, net (1,854 ) N/A Other liabilities (671 ) N/A Goodwill 85,869 Indefinite $ 104,768 2018 Acquisition Wombat Security Technologies, Inc. On February 28, 2018 (the “Wombat Acquisition Date”), pursuant to the terms of the merger agreement, the Company acquired all shares of Wombat Security Technologies, Inc. (“Wombat”), a leader for phishing simulation and security awareness computer-based training. By collecting data from Wombat’s PhishAlarm solution, the Company has access to data on phishing campaigns as seen by non-Company customers, providing broader visibility and insight to the Proofpoint Nexus platform. With this acquisition, the Company’s customers can leverage the industry’s first solution combining the Company’s advanced threat protection with Wombat’s phishing simulation and computer-based security awareness training. With the combined solutions, the Company’s customers can: • use real detected phishing attacks for simulations, assessing users based on the threats that are actually targeting them; • both investigate and take action on user-reporting phishing, leveraging orchestration and automation to find real attacks, quarantine emails in users’ inboxes, and lock user accounts to limit risk; and • train users in the moment immediately after they click for both simulated and real phishing attacks. The Company also expects to achieve savings in corporate overhead costs for the combined entities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of acquired net identifiable assets and, as a result, goodwill was recorded in connection with the acquisition. At the Wombat Acquisition Date, the consideration transferred was $225,366, net of cash acquired of $13,452. Per the terms of the merger agreement, unvested in-the-money stock options held by Wombat employees were canceled and paid off using the same amount per option as for the common share less applicable exercise price for each option. The fair value of $1,580 of these unvested options was attributed to pre-combination service and included in consideration transferred. The fair value of unvested options of $1,571 was allocated to post-combination services and expensed in the three months ended March 31, 2018. Also, as part of the merger agreement, 51 shares of the Company’s common stock were deferred for certain key employees with the total fair value of $5,458 (see Note 11 “Equity Award Plans”), which was not included in the purchase price. The deferred shares are subject to forfeiture if employment terminates prior to the lapse of the restrictions, and their fair value is expensed as stock-based compensation expense over the remaining service period. The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value Estimated Useful Life (in years) Current assets $ 23,344 N/A Fixed assets 954 N/A Customer relationships 37,800 7 Order backlog 6,800 2 Core/developed technology 35,200 4 Trade name 2,400 4 Deferred revenue (14,700 ) N/A Deferred tax liability, net (14,725 ) N/A Other liabilities (1,120 ) N/A Goodwill 162,865 Indefinite $ 238,818 2017 Acquisitions Cloudmark, Inc. On November 21, 2017 (the “Cloudmark Acquisition Date”), pursuant to the terms of the merger agreement, the Company acquired all shares of Cloudmark, Inc. (“Cloudmark”), a leader in messaging security and threat intelligence for internet service providers and mobile carriers worldwide. As part of the acquisition, Cloudmark’s Global Threat Network was incorporated into Company’s cloud-based Nexus platform, which powers its email, social media, mobile, and SaaS security effectiveness. The Company believes that with this acquisition, it will benefit from increased messaging threat intelligence from the analysis of billions of daily emails, malicious domain intelligence, and visibility into fraudulent and malicious SMS messages directed to mobile carriers worldwide. The Company also expects to achieve savings in corporate overhead costs for the combined entities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of acquired net identifiable assets and, as a result, goodwill was recorded in connection with the acquisition. At the Cloudmark Acquisition Date, the consideration transferred was $107,283, net of cash acquired of $31,973. Per the terms of the merger agreement, unvested stock options and unvested restricted stock units held by Cloudmark employees were canceled and exchanged for the Company’s unvested stock options and unvested restricted stock units, respectively. The fair value of $91 of these unvested awards was attributed to pre-combination services and included in consideration transferred. The fair value of $1,180 was allocated to post-combination services. The unvested awards are subject to the recipient’s continued service with the Company, and $ 1,180 is recognized ratably as stock-based compensation expense over the required remaining service period. The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value Estimated Useful Life (in years) Current assets $ 37,390 N/A Fixed assets 543 N/A Non-current assets 74 N/A Liabilities (4,422 ) N/A Deferred revenue (15,400 ) N/A Customer relationships 15,300 8 Order backlog 1,400 1 Core/developed technology 18,500 4 Deferred tax liability, net (7,905 ) N/A Goodwill 93,776 Indefinite $ 139,256 WebLife Balance, Inc. On November 30, 2017 (the “WebLife Acquisition Date”), pursuant to the terms of a merger agreement, the Company acquired all shares of WebLife Balance, Inc. (“WebLife”), a browser isolation offerings vendor, to extend its advanced threat protection capabilities into personal email, while preserving the privacy of its users. The Company has estimated fair values of acquired tangible assets, intangible assets and liabilities at the WebLife Acquisition Date. The results of operations and the fair values of the acquired assets and liabilities assumed have been included in the accompanying consolidated financial statements since the WebLife Acquisition Date. At the WebLife Acquisition Date, the consideration transferred was $48,765, net of cash acquired of $278. Per the terms of the merger agreement, unvested stock options held by WebLife employees were canceled and exchanged for the Company’s unvested awards. The fair value of $333 of these unvested options was attributed to pre-combination service and included in consideration transferred. The fair value of $1,468 was allocated to post-combination services. The unvested awards are subject to the recipient’s continued service with the Company, and $1,468 is recognized ratably as stock-based compensation expense over the required remaining service period. Also, as part of the merger agreement, 107 shares of the Company’s common stock were deferred for certain key employees with the total fair value of $9,652 (see Note 11 “Equity Award Plans”), which was not included in the purchase price. The deferred shares are subject to forfeiture if employment terminates prior to the lapse of the restrictions, and their fair value is expensed as stock-based compensation expense over the remaining period. The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value Estimated Useful Life (in years) Current assets $ 534 N/A Fixed assets 23 N/A Liabilities (88 ) N/A Deferred revenue (700 ) N/A Customer relationships 600 5 Core/developed technology 16,600 5 Deferred tax liability, net (4,440 ) N/A Goodwill 36,514 Indefinite $ 49,043 Pro Forma Financial Information (unaudited) The following unaudited pro forma financial information presents the combined results of operations for the years ended December 31, 2019, 2018 and 2017 as though the acquisitions that occurred during the reporting periods had occurred as of the beginning of the comparable prior annual reporting periods, with adjustments to give effect to pro forma events that are directly attributable to the acquisitions such as amortization expense of acquired intangible assets, stock-based compensation directly attributable to the acquisitions and acquisition-related transaction costs. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: Year Ended December 31, 2019 2018 2017 Total revenue $ 911,968 $ 743,345 $ 594,966 Net loss $ (158,448 ) $ (152,238 ) $ (89,221 ) Basic and diluted net loss per share $ (2.83 ) $ (2.92 ) $ (2.02 ) The unaudited pro forma financial information includes acquisition-related transaction costs of $3,294 recorded within operating expenses for the year ended December 31, 2019. |