Acquisitions | 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 each acquisition, 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 each acquired company's net identifiable assets acquired and, as a result, goodwill was recorded in connection with each acquisition. Goodwill related to each acquisition, other than Marble Security, Inc., Emerging Threats Pro, LLC and one of the acquisitions made in the fourth quarter of 2015, 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. 2015 Acquisitions In the fourth quarter of the year ended December 31, 2015, the Company made two acquisitions that were accounted for as business combinations. The Company has provisionally estimated fair values of acquired tangible and intangible assets at each Acquisition Date. The amounts reported were considered provisional as the Company was completing the valuation work to determine the fair value of certain assets acquired. 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 from the respective date of each acquisition. Pro forma results of operations for these acquisitions have not been presented because the Company does not consider these acquisitions to be material, individually or in the aggregate, to the Company's consolidated financial statements. The aggregate purchase price was $11,568 . The Company incurred $355 in acquisition related costs which were recorded within operating expenses for the year ended December 31, 2015. The following table summarizes the fair values of acquired tangible and intangible assets, liabilities and goodwill: Estimated Estimated Current assets acquired $ 414 N/A Fixed assets acquired 73 N/A Liabilities assumed (234 ) N/A Deferred revenue assumed (1,400 ) N/A Deferred tax liability, net (45 ) N/A Customer relationships 2,800 7 Order Backlog 900 3 Developed technology 3,000 4 Goodwill 6,060 Indefinite $ 11,568 Marble Security, Inc. On July 22, 2015 (the "Marble Acquisition Date"), pursuant to the terms of an Asset Purchase Agreement, the Company acquired certain assets of Marble Security, Inc. ("Marble"). The Marble mobile security technology proactively removes malicious mobile applications by leveraging its tight integration with the leading enterprise mobility management platforms, including MobileIron and AirWatch by VMware. The acquisition extends the Company’s threat intelligence and advanced threat protection for email and social media security into the realm of mobile devices. The Company has provisionally estimated fair values of acquired tangible and intangible assets at the Marble Acquisition Date. The amounts reported were considered provisional as the Company was completing the valuation work to determine the fair value of certain assets acquired. The results of operations and the provisional fair values of the acquired assets and liabilities assumed have been included in the accompanying condensed consolidated financial statements since the Marble Acquisition Date. Revenue from Marble was not material for the year ended December 31, 2015, and due to the continued integration of the combined businesses, it was impractical to determine the earnings. Pro forma results of operations have not been presented because the acquisition was not material to the Company's results of operations. The total purchase price was $8,500 . Of the cash consideration paid, $1,700 was held in escrow, to secure indemnification obligations, which has not been released as of the filing date of this Quarterly Report on Form 10-K. The Company incurred $277 in acquisition related costs which were recorded within operating expenses for the year ended December 31, 2015. Fair value of acquired assets The determination of the fair values of the assets acquired has been prepared on a provisional basis and changes to that determination may occur as additional information becomes available. The following table summarizes the fair values of acquired tangible, intangible assets and goodwill: Estimated Estimated Fixed assets acquired 25 N/A Developed technology 7,300 4 Goodwill 1,175 Indefinite $ 8,500 Emerging Threats Pro, LLC On March 6, 2015 (the "Emerging Threats Acquisition Date"), pursuant to the terms of a Purchase Agreement, the Company acquired 100% of membership interests in Emerging Threats Pro, LLC ("Emerging Threats"). Based in Indianapolis, Indiana, Emerging Threats provides threat intelligence solutions to help protect networks from known or potentially malicious threats. With this acquisition, the Company integrated Emerging Threat's advanced threat intelligence solutions with its existing Targeted Attack Protection and Threat Response security solutions to advance threat detection and response across the completed attack chain. The combined technology provides customers with deeper insight into cyberthreats, enabling them to react faster to inbound cyberattacks, and to identify, block, and disable previously undetected malware already embedded in their organizations. The Company has provisionally estimated the fair values for the acquired tangible and identifiable intangible assets and liabilities assumed at the Emerging Threats Acquisition Date. The amounts reported were considered provisional as the Company was completing the valuation work to determine the fair value of certain assets acquired and liabilities assumed. 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 Emerging Threat Acquisition Date. Revenue from Emerging Threats was $2,477 for the year ended December 31, 2015, and due to the continued integration of the combined businesses, it was impractical to determine the earnings. The total purchase price was $31,803 , net of cash acquired of $52 , of which $3,662 was paid in the second quarter of 2015. Of the cash consideration paid, $6,000 was held in escrow, to secure indemnification obligations, which has not been released as of the filing date of this Annual Report on Form 10-K. The Company incurred $277 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2015. Fair value of acquired assets and liabilities assumed The determination of the fair values of the assets acquired and liabilities assumed has been prepared on a provisional basis and changes to that determination may occur as additional information becomes available. The following table summarizes the fair values of tangible and intangible assets acquired, liabilities assumed and goodwill: Estimated Estimated Current assets acquired $ 1,275 N/A Fixed assets acquired 174 N/A Liabilities assumed (448 ) N/A Deferred revenue assumed (700 ) N/A Holdback liability to the sellers (3,662 ) N/A Trade names 200 2 Customer relationships 4,200 7 Order Backlog 200 1 Developed technology 7,900 7 Goodwill 19,054 Indefinite $ 28,193 2014 Acquisitions Nexgate, Inc. On October 31, 2014 (the "Nexgate Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into Nexgate, Inc. ("Nexgate"), with Nexgate surviving as a wholly-owned subsidiary of the Company. Formerly based in Burlingame, California, Nexgate provides cloud-based brand protection and compliance for enterprise social media accounts. With this acquisition, the Company's customers can effectively protect their online brand presence and social media communication infrastructure. Nexgate technology identifies and remediates fraudulent social media accounts, account hacks, and content that contains malware, spam and abusive language. In addition, the Nexgate solution enforces policy on authorized accounts and posts for compliance with a wide-range of social media regulatory requirements. 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 Nexgate Acquisition Date. Revenue from Nexgate was not material for the year ended December 31, 2014. At the Nexgate Acquisition Date, the Company paid $31,771 in cash consideration, net of cash acquired of $1,032 . The Company incurred $231 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2014. Fair value of acquired assets and liabilities assumed The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value in USD Estimated Current assets acquired $ 1,340 N/A Fixed assets acquired 15 N/A Liabilities assumed (64 ) N/A Deferred revenue assumed (600 ) N/A Customer relationships 3,000 7 Order backlog 200 2 Core/developed technology 3,200 4 In-process research and development 900 N/A Deferred tax liability, net (792 ) N/A Goodwill 25,604 Indefinite $ 32,803 NetCitadel, Inc. On May 13, 2014 (the "NetCitadel Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into NetCitadel, Inc. ("NetCitadel"), with NetCitadel surviving as a wholly-owned subsidiary of the Company. Formerly based in Mountain View, California, NetCitadel is a pioneer in the field of automated security incident response. The acquisition extends the reach and capabilities of the Company's existing advanced threat solutions, adding additional threat verification and containment capabilities via an open platform that unifies products from the Company and other vendors. 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 NetCitadel Acquisition Date. Revenue from NetCitadel was not material for the year ended December 31, 2014. At the NetCitadel Acquisition Date, the Company paid $22,731 . The Company incurred $345 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2014. Fair value of acquired assets and liabilities assumed The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value in USD Estimated Tangible assets acquired $ 14 N/A Liabilities assumed (1,267 ) N/A Customer relationships 100 5 Core/developed technology 5,500 5 Goodwill 18,384 Indefinite $ 22,731 2013 Acquisitions Sendmail, Inc. On October 1, 2013 (the "Sendmail Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into Sendmail, Inc. ("Sendmail"), with Sendmail surviving as a wholly-owned subsidiary of the Company. Formerly based in Emeryville, California, Sendmail is a leading provider of messaging infrastructure solutions to enterprises whose solutions ensure global email connectivity, routing and message delivery between people, systems and applications located on-premise, in-cloud or on mobile devices. The acquisition of Sendmail allows the Company access to its Sentrion Email Platform business, customers, core engineering and professional teams which have demonstrated a sustained level of expertise in messaging infrastructure. During the quarter ended December 31, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the Sendmail Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the consolidated financial statements since the Sendmail Acquisition Date. The Company recorded 2,975 in revenue from Sendmail for the year ended December 31, 2013 . At the Sendmail Acquisition Date, the Company paid $12,463 in cash consideration, net of cash acquired of $1,117 . Of the cash consideration paid, $3,422 was held in escrow to secure indemnification obligations, of which $ 719 was recovered from indemnification claims in 2014. As part of the acquisition, the Company assumed and paid off $7,933 in long-term debt on the Sendmail Acquisition Date. The Company incurred $1,877 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2013 . Fair value of acquired assets and liabilities assumed The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value in USD Estimated Tangible assets acquired $ 5,202 N/A Liabilities assumed (5,162 ) N/A Deferred revenue assumed (14,549 ) N/A Long-term debt assumed (7,933 ) N/A Trade name 400 5 Customer relationships 8,000 3 Patents 300 5 Core/developed technology 3,000 3 Goodwill 24,322 Indefinite $ 13,580 Armorize Technologies, Inc. On September 5, 2013 (the "Armorize Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into Armorize Technologies, Inc. ("Armorize"), with Armorize surviving as a wholly-owned subsidiary of the Company. Based in Taiwan, Armorize develops and markets leading cloud-based SaaS anti-malware products and will add real-time dynamic detection of next generation threats and malware to the Company's existing capabilities. During the quarter ended September 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the Armorize Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the consolidated financial statements since the Armorize Acquisition Date. The Company recorded $ 781 in revenue from Armorize for the year ended December 31, 2013 . At the Armorize Acquisition Date, the Company paid $24,215 in cash consideration, net of cash acquired of $1,746 . The Company incurred $747 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2013 . Fair value of acquired assets and liabilities assumed The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value in USD Estimated Tangible assets acquired $ 2,754 N/A Liabilities assumed (1,234 ) N/A Customer relationships 1,300 2 Non-compete agreements 500 3 Core/developed technology 3,850 5 Goodwill 18,791 Indefinite $ 25,961 Abaca Technology Corporation On July 19, 2013 (the "Abaca Technology Acquisition Date"), pursuant to the terms of an Agreement and Plan of Merger, a wholly-owned subsidiary of the Company merged with and into Abaca Technology Corporation ("Abaca Technology"), with Abaca Technology surviving as a wholly-owned subsidiary of the Company. Abaca Technology specializes in email filtering and protection algorithms and their cloud-based, in-memory threat scoring technologies are expected to complement the Company's continued investment in anti-spam and threat detection capabilities. During the quarter ended September 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities at the Abaca Technology Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the consolidated financial statements since the Abaca Technology Acquisition Date. The Company recorded $311 in revenue from Abaca Technology for the year ended December 31, 2013 . At the Abaca Technology Acquisition Date, the Company paid $23 in cash consideration, net of cash acquired of $3 . The purchase consideration included an additional amount of $1,520 which was held back to secure contingent liabilities related to indemnification obligations. The initial fair values of the contingent liabilities of $1,397 were recorded in other long-term liabilities in the consolidated balance sheet. The indemnification obligations have not been released as of the filing date of this Annual Report on Form 10-K. The Company incurred $218 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2013 . Fair value of acquired assets and liabilities assumed The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value in USD Estimated Tangible assets acquired $ 311 N/A Liabilities assumed (962 ) N/A Customer relationships 40 3 Core/developed technology 1,770 5 Goodwill 264 Indefinite $ 1,423 eDynamics, LLC On July 10, 2013 (the "eDynamics Acquisition Date"), pursuant to the terms of an Asset Purchase Agreement. the Company purchased substantially all of the business intellectual property and assumed certain liabilities of eDynamics, LLC ("eDynamics"). eDynamics is a social media archiving company and is expected to be an integral part of the Company's broader effort in rolling out a comprehensive social media archiving platform for customers. During the quarter ended September 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the eDynamics Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the consolidated financial statements since the eDynamics Acquisition Date. Revenue from eDynamics was not material for the year ended December 31, 2013 . At the eDynamics Acquisition Date, the Company paid $500 in cash consideration. The Company also agreed to pay earn-out consideration ("Acquisition-related contingent earn-out liability") of up to $600 through April 2014, such liability being contingent upon the achievement of specified product development milestones. The initial fair value of the contingent earn-out liability of $586 was recorded as part of the purchase consideration. The purchase consideration also included an additional amount of $100 , which was held back to secure any claims that may arise in the 12-month period after the eDynamics Acquisition Date. The initial fair value of such amount withheld of $72 as well as the Acquisition-related contingent earn-out liability were recorded in accrued liabilities on the consolidated balance sheet. The Company paid $100 of the contingent earn-out liability during the year ended December 31, 2013, the remaining earn-out consideration and holdback amount were paid in full in year ended December 31, 2014 . The Company incurred $6 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2013 . Fair value of acquired assets and liabilities assumed The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value in USD Estimated Customer relationships $ 243 3.5 Non-compete agreements 75 2 Core/developed technology 733 3.5 Goodwill 107 Indefinite $ 1,158 Mail Distiller Limited On April 5, 2013 (the "Mail Distiller Acquisition Date"), pursuant to the terms of a share transfer agreement, the Company purchased all of the outstanding share capital of Mail Distiller Limited, a Northern Ireland Company ("Mail Distiller"). Mail Distiller is a European-based provider of the SaaS email security solutions. Mail Distiller allowed the Company to create the Proofpoint Essentials product line, a suite of SaaS security and compliance solutions specifically designed for distribution across managed service providers and dedicated security resellers. During the quarter ended June 30, 2013, the Company completed the valuation of the estimated fair values of the acquired tangible and identifiable intangible assets and liabilities assumed at the Mail Distiller Acquisition Date, and the results of operations and the fair values of the acquired assets and liabilities assumed have been included in the consolidated financial statements since the Mail Distiller Acquisition Date. The Company recognized $216 in revenue from Mail Distiller for the year ended December 31, 2013 . At the Mail Distiller Acquisition Date, the Company paid $3,771 in cash consideration, net of cash acquired of $60 . The purchase consideration included an additional amount of $669 held back to secure indemnification obligations, which was recorded in accrued liabilities on the consolidated balance sheet as of December 31, 2013 . The indemnification obligations has been released in year ended December 31, 2014 . The Company incurred $258 in acquisition-related costs which were recorded within operating expenses for the year ended December 31, 2013 . Fair value of acquired assets and liabilities assumed The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Fair Value in USD Estimated Tangible assets acquired $ 204 N/A Liabilities assumed (1,052 ) N/A Trade name 7 1 Customer relationships 1,291 2 Non-compete agreements 123 2 Core/developed technology 2,475 7 Goodwill 1,452 Indefinite $ 4,500 Pro Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations for the years ended December 31, 2015, 2014 and 2013 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. The unaudited pro forma results do not include immaterial acquisitions made in the fourth quarter of 2015 and the acquisition of Marble, and do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and acquisitions. 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, 2015 2014 2013 Total revenue $ 264,904 $ 200,124 $ 166,577 Net loss (108,398 ) (75,066 ) (46,090 ) Basic and diluted net loss per share $ (2.72 ) $ (2.01 ) $ (1.32 ) The unaudited pro forma financial information includes acquisition-related transaction costs of $277 for the year ended year ended December 31, 2015 . |