Acquisitions | 16. Acquisitions Acquisition of AppRiver Companies On February 20, 2019, Zix acquired 100% of the equity interest of AR Topco, LLC and its subsidiaries, including AppRiver LLC (“AppRiver” and collectively, the “AppRiver Companies”), for a total purchase price of $276.4 million, including cash consideration of $271.8 million, net of cash acquired , and subject to a customary working capital adjustment. This acquisition complements our strategy to accelerate our offerings into the cloud at the point of initial cloud application purchase and expand our customer base. We financed the acquisition with proceeds from (1) cash on hand, (2) the proceeds from the Term Loan, and (3) a private placement with an investment fund managed by True Wind Capital consisting of (i) 64,914 newly issued shares of Series A Convertible Preferred Stock, $1.00 par value per share, and (ii) 35,086 newly issued shares of Series B Convertible Preferred Stock, $1.00 par value per share in exchange for cash consideration in an aggregate amount of $100 million (which was reduced by $3 million in True Wind Capital’s costs that were reimbursed by the Company). AppRiver is a channel-first provider of cloud-based cyber security and productivity services, offering web protection, email encryption, secure archiving, and email continuity solutions. AppRiver also provides Microsoft Office 365 and Secure Hosted Exchange services, which serve as an effective lead generation tool for AppRiver’s solutions. The acquisition of AppRiver can accelerate our offerings into the cloud at the point of initial cloud application purchase. Because AppRiver currently services over 60,000 worldwide customers using a network of 4,500 Managed Service Providers, this acquisition can help us expand our customer base. The Company incurred $7.8 million in acquisition-related costs which included $1.0 million and $6.8 million recorded within the operating expenses during the three months ended December 31, 2018, and March 31, 2019, respectively. Revenue from AppRiver was $10.9 million for the three months ended March 31, 2018, and due to the continued integration of the combined businesses, it was impracticable to determine earnings. We accounted for the acquisition as the purchase of a business and recorded the excess purchase price as goodwill. The goodwill from this transaction is not yet finalized. The majority of the goodwill balance is expected to be deductible for tax purposes. The intangible assets we acquired from AppRiver consist of customer relationships, vendor relationships, trademark/names, and internally developed software, which we are amortizing over 8 years, 3 years, 10 years, and 5-6 years, respectively. The results of operations and the provisional fair values of the acquired assets and liabilities have been included in the accompanying condensed consolidated financial statements since our AppRiver acquisition on February 20, 2019. Certain estimated values are not yet finalized and subject to revision as additional information becomes available and more detailed analyses are completed. The following table summarizes the estimated fair value of acquired assets and liabilities: (In thousands) Provisional Fair Value Assets: Current assets $ 12,201 Property and equipment 3,291 ROU assets 4,550 Customer relationships 91,000 Vendor relationships 1,000 Trademark/Names 4,400 Internally developed software 41,100 Goodwill 147,220 Total assets 304,762 Liabilities: Current liabilities $ 13,532 Deferred revenue 10,321 Operating lease liabilities 4,550 Total liabilities 28,403 Net assets recorded $ 276,359 Erado On April 2, 2018, the Company acquired all the outstanding capital stock of CM2.COM, Inc., d/b/a Erado (“Erado”) for a total purchase price of $14.4 million, including cash consideration of $11.8 million, net of cash acquired. The purchase of Erado strengthens Zix’s comprehensive archiving solutions with unified archiving, supervision, security, and messaging solutions for customers that demand bundled services. Erado’s long standing focus on helping its customers comply with Financial Industry Regulatory Authority (“FINRA”) and SEC regulations will help further strengthen Zix’s offering for customers with compliance requirements. This acquisition also expands Zix’s cloud-based email archiving capabilities into more than 50 content channels, including social medial, instant message, mobile, web, audio, and video. The purchase price includes a holdback of $2.3 million for the satisfaction of certain indemnification claims by the Company, if any, during the two-year period following the closing of the acquisition. An amount equal to $1.1 million of the holdback amount, less any amounts paid or otherwise subject to an outstanding claim for indemnification, will be released to the selling shareholders upon the one year anniversary of the closing of the acquisition, and the balance of the holdback amount, if any, will be distributed to the Selling Shareholders following the two year anniversary of the closing of the acquisition. The Company incurred $334 thousand in acquisition-related costs which were recorded within operating expenses during twelve months ended December 31, 2018. We accounted for the acquisition as the purchase of a business and recorded the excess purchase price as goodwill. The goodwill from this transaction is deductible for tax purpose. The intangible assets we acquired from Erado consist of trademarks, internally developed software, and customer relationships, which we are amortizing over an estimated useful life of 5 years, 10 years, and 15 years, respectively. The results of operations and the estimated fair values of the acquired assets and liabilities have been included in the accompanying consolidated financial statements since our April 2, 2018, acquisition date. Revenue from Erado was $861 thousand for the three months ended March 31, 2019. Due to the continued integration of the combined businesses, it was impracticable to determine the earnings. The following table summarizes the provisional fair value of acquired assets and liabilities: (In thousands) Estimated Fair Value Assets: Current assets $ 848 Property and equipment 169 Trademark /names 260 Technology 3,030 Customer relationships 4,760 Goodwill 6,215 Total assets 15,282 Liabilities: Deferred revenue $ 809 Other current liabilities 93 Total liabilities 902 Net assets recorded $ 14,380 Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information presents the combined results of operations for the three month periods ending March 31, 2019 and 2018, respectively, as though the AppRiver and Erado acquisitions that occurred during the reporting period had occurred as of the beginning of the period presented, with adjustments, such as amortization expense of intangible assets and acquisition-related transaction costs, to give effect to pro forma events that are directly attributable to the acquisitions. These unaudited pro forma results are presented for information purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the respective acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: Three Months Ended March 31, (In thousands, except per share data) 2019 2018 Revenues $ 45,573 $ 38,269 Net income 3,251 671 Basic income (loss) per share attributed to common shareholders $ 0.02 $ (0.03 ) Diluted income (loss) per share attributed to common shareholders $ 0.02 $ (0.03 ) |