UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 20, 2019

 

 

ZIX CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Texas   0-17995   75-2216818

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2711 North Haskell Avenue

Suite 2200, LB 36

Dallas, Texas 75204-2960

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 370-2000

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share   ZIXI   NASDAQ Global Market

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K that was originally filed with the Securities and Exchange Commission (“SEC”) on February 22, 2019 (the “Original Filing”) to report, among other things, under Item 2.01 of Form 8-K, the completion by Zix Corporation (the “Company”) of its acquisition of AR Topco, LLC and its subsidiaries, including AppRiver, LLC (collectively, “AppRiver”), which occurred on February 20, 2019. In the Original Filing, the Company indicated that it would amend the Original Filing to include the financial information required by Item 9.01 of Form 8-K. As a result, the Company is filing this Amendment to the Original Filing to provide such financial information.

This Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our other filings with the SEC made after the Original Filing.


Item 9.01.

Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired.

The audited consolidated financial statements, together with the notes related thereto, of (i) AppRiver, LLC as of October 4, 2017 and for the period between January 1, 2017 to October 4, 2017 are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by reference and (ii) AR Topco, LLC and its subsidiaries as of December 31, 2017 and for the period between October 5, 2017 to December 31, 2017 are filed as Exhibit 99.4 to this Current Report on Form 8-K/A and incorporated herein by reference. The unaudited interim consolidated financial statements of AR Topco, LLC and its subsidiaries as of September 30, 2018 and for the nine-month periods ended September 30, 2018 and 2017, together with the notes related thereto, are filed as Exhibit 99.5 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

(b)

Pro Forma Financial Information.

The pro forma financial information required by this item is filed as Exhibit 99.1 and incorporated herein by reference.

 

(d)

Exhibits.

 

Exhibit
No.

  

Description of Exhibits

23.2    Consent of Baker Tilly Virchow Krause, LLP.
99.1    Unaudited pro forma combined consolidated balance sheet as of September 30, 2018 and unaudited pro forma combined consolidated statement of operations for the nine-month period ended September  30, 2018 and the year ended December 31, 2017.
99.3    Audited consolidated financial statements of AppRiver, LLC as of October 4, 2017 and for the period between January 1, 2017 to October 4, 2017, and related notes.
99.4    Audited consolidated financial statements of AR Topco, LLC and its subsidiaries as of December 31, 2017 and for the period between October 5, 2017 to December 31, 2017, and related notes.
99.5    Unaudited interim consolidated financial statements of AR Topco, LLC and its subsidiaries as of September 30, 2018 and for the nine-month periods ended September  30, 2018 and 2017, and related notes.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ZIX CORPORATION
By:   /s/ David E. Rockvam
 

David E. Rockvam

Vice President and Chief Financial Officer

Date: May 8, 2019

Exhibit 23.2

CONSENT OF INDEPENDENT AUDIT FIRM

We have issued our report dated May 8, 2019 (this “Report”), which appears in this Amendment No. 1 on Form 8-K/A as Exhibit 23.1, relating to our audits of the consolidated financial statements, together with the notes thereto, of (i) AppRiver, LLC as of October 4, 2017 and for the period between January 1, 2017 to October 4, 2017 and (ii) AR Topco, LLC and its subsidiaries as of December 31, 2017 and for the period between October 5, 2017 to December 31, 2017. We consent to the incorporation by reference of this Report in Registration Statement No. 333-226456 on Form S-3 and Nos. 333-115639, 333-126576, 333-141508, 333-144196, 333-144197, 333-205187 and 333-225996 on Form S-8.

/s/ BAKER TILLY VIRCHOW KRAUSE, LLP

Minneapolis, Minnesota

May 8, 2019

Exhibit 99.1

UNAUDITED PRO FORMA COMBINED

CONSOLIDATED FINANCIAL STATEMENTS

On February 20, 2019 (the “Acquisition Date”), Zix Corporation (“we”, “us”, “Zix”, or the “Company”) acquired AppRiver, a leading provider of cloud-based cybersecurity solutions (the “Acquisition”). The Company entered into a securities purchase agreement to acquire 100% of the issued and outstanding equity interests of AR Topco, LLC from AppRiver Holdings, LLC, AppRiver Marlin Topco, L.P., Marlin Equity IV, L.P., AppRiver Management Holding, LLC (collectively, the “Sellers”) as part of our strategy to accelerate our offerings into the cloud at the point of initial cloud application purchase and expand our customer base.

AppRiver, LLC is based in Gulf Breeze, Florida and provides email security solutions to businesses, including protection from spam, viruses, and internet malware. AppRiver, LLC operates in Europe through its wholly-owned subsidiaries AppRiver AG, a Swiss company (hereinafter referred to as “AG”) and AppRiver AG Spain SL, a Spanish company (hereinafter referred to as “SLU”). In addition, AppRiver, LLC owns 50% of ARM Research Labs, LLC.

Under the terms of the Acquisition, we paid preliminary consideration totalling $276.4 million. The Acquisition was primarily financed with a term loan totalling $175.0 million, along with a $100.0 million Convertible Preferred Equity Investment from True Wind Capital.

The following unaudited pro forma combined consolidated statements of operations for the nine months ended September 30, 2018 and the fiscal year ended December 31, 2017 and unaudited pro forma combined consolidated balance sheet as of September 30, 2018 present the combination of the historical consolidated financial statements of Zix, AppRiver, LLC and its subsidiaries (the “Predecessor” as defined below) and AR Topco, LLC and its subsidiaries (the “Successor” as defined below) to give effect to the acquisition of the Successor by Zix, which was completed on the Acquisition Date. The unaudited pro forma combined consolidated balance sheet and unaudited pro forma combined consolidated statements of operations are collectively referred to as the unaudited pro forma combined consolidated financial statements.

The Acquisition was accounted for as a business combination where Zix was the acquirer and the acquisition method of accounting was applied in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). Accordingly, the aggregate value of the consideration paid by us to complete the acquisition was allocated to the assets acquired and liabilities assumed from Successor based upon the estimated fair values on the Acquisition Date. Accordingly, the unaudited pro forma combined consolidated balance sheet combines the unaudited consolidated balance sheets of Zix and the Successor as of September 30, 2018 and gives effect to the Acquisition as if it had been completed on September 30, 2018. The unaudited pro forma combined consolidated statement of operations for the nine months ended September 30, 2018 combines the historical unaudited consolidated statements of operations of Zix and Successor for the same period and the unaudited pro forma combined consolidated statement operations combines the historical audited consolidated statements of operations for the fiscal year ended December 31, 2017 of Zix, the Predecessor, and the Successor for the same period, giving effect to the Acquisition as if it had been completed on January 1, 2017. Adjustments were included in the unaudited pro forma combined consolidated statement of operation and balance sheet to give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results.

Prior to October 5, 2017, the consolidated financial statements that represented the AppRiver business includes the accounts of AppRiver, LLC and its subsidiaries, including AG and SLU (collectively, the “Predecessor”). On October 5, 2017, the former owners of the Predecessor effectively sold 100% of its membership interests in AppRiver, LLC to AppRiver Marlin Topco, L.P., which is wholly-owned by affiliates of Marlin Equity Partners (“Marlin”), a private equity firm based in the United States (the “AppRiver Acquisition”). Subsequent to the AppRiver Acquisition, Marlin owned the entities of the Predecessor through AR Topco, LLC. The AppRiver Acquisition was accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 805, Business

 

1


Combinations. Operations and financial reporting continue to be maintained at the AppRiver, LLC level. Push down accounting was applied in which the assets and liabilities of AR Topco, LLC and its subsidiaries were recorded at their respective fair values as of the date of the AppRiver Acquisition. AR Topco, LLC and its subsidiaries are referred to as the “Successor” herein.

The unaudited pro forma combined consolidated financial statements are derived from and should be read in conjunction with:

 

   

The accompanying notes to the unaudited pro forma combined and consolidated financial statements;

 

   

Zix’s unaudited consolidated financial statements and accompanying notes contained in Zix’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2018;

 

   

Zix’s audited consolidated financial statements and accompanying notes contained in Zix’s Annual Report on Form 10-K as of and for the year ended December 31, 2017.

 

   

The audited consolidated financial statements and related footnotes of AppRiver, LLC and Subsidiaries as of October 4, 2017 and for the period from January 1, 2017 to October 4, 2017 and related notes.

 

   

The audited consolidated financial statements and related footnotes of AR Topco, LLC and Subsidiaries as of December 31, 2017 and for the period from October 5, 2017 to December 31, 2017 and related notes.

 

   

The unaudited consolidated financial statements of AR Topco, LLC and Subsidiaries as of September 30, 2018 and for the nine months period ended September 30, 2018 and related notes.

The Company has not completed the detailed valuations necessary to estimate the fair value of the assets acquired and the liabilities assumed and the related allocations of purchase price related to the Acquisition of the Successor, nor has the Company identified all adjustments necessary to conform the Successor’s accounting policies to the Company’s accounting policies. Additionally, a final determination of the fair value of assets acquired and liabilities assumed from the Successor will be based on the tangible and intangible assets and liabilities of Successor that existed as of the Acquisition Date. Accordingly, the pro forma purchase price adjustments presented herein are preliminary and may not reflect any final purchase price adjustments made. The Company estimated the fair value of Successor’s assets and liabilities based on discussions with Successor’s management, due diligence and preliminary work performed by third-party valuation specialists. As the final valuations are being performed, increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments, which may result in material differences from the information presented herein.

The unaudited pro forma combined consolidated statements of operations do not include the benefits of any revenue, cost, or other operating synergies that may result from the Acquisition or any related restructuring costs of certain amounts resulting from the Acquisition that were determined to be of a non-recurring nature.

 

2


UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2018

(in thousands)

 

     Zix
Historical
    Successor
Historical
    Pro Forma
Adjustments
    Notes
(See Note 3)
    Pro Forma
Combined
 
ASSETS           

Current assets:

          

Cash

   $ 23,977     $ 7,936     $ (11,265     (a)     $ 20,648  

Accounts receivable, net

     3,222       7,072       —           10,294  

Prepaid and other current assets

     2,826       555       —           3,381  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total current assets

     30,025       15,563       (11,265       34,323  

Property and equipment, net

     4,058       2,281       1,010       (b)       7,349  

Goodwill

     13,494       75,983       66,370       (c)       155,847  

Intangible assets, net

     14,640       48,256       89,244       (d)       152,140  

Deferred tax assets

     21,371       —         443       (e)       21,814  

Deferred costs and other assets

     8,647       257       —           8,904  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total assets

   $ 92,235     $ 142,340     $ 145,802       $ 380,377  
  

 

 

   

 

 

   

 

 

     

 

 

 
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY           

Current liabilities:

          

Accounts payable

   $ 584     $ 7,480     $ —         $ 8,064  

Deferred revenue

     29,425       9,617       704       (f)       39,746  

Accrued expenses and other liabilities

     8,016       4,952       7,849       (g)       20,817  

Current portion of long-term debt

     —         300       (300     (h)       —    
  

 

 

   

 

 

   

 

 

     

 

 

 

Total current liabilities

     38,025       22,349       8,253         68,627  

Long-term liabilities:

          

Long-term debt, net of current portion

     —         28,732       139,819       (h)       168,551  

Deferred revenue

     2,392       —         —           2,392  

Deferred rent

     1,054       —         —           1,054  

Other long-term liabilities

     —         296       —           296  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total liabilities

     41,471       51,377       148,072         240,920  

Preferred stock:

          

Series A convertible preferred stock

     —         —         64       (i)       64  

Series B convertible preferred stock

     —         —         35       (i)       35  

Additional paid-in capital

     —         —         96,443       (i)       96,443  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total preferred stock

     —         —         96,542         96,542  

Stockholders’ equity:

          

Common stock

     779       —         —           779  

Additional paid-in capital

     383,990       102,038       (102,038     (j)       383,990  

Treasury stock

     (108,385     —         —           (108,385

Retained earnings (accumulated deficit)

     (225,620     (11,073     3,226       (g), (j)       (233,467

Accumulated other comprehensive (loss)

     —         (2     —           (2
  

 

 

   

 

 

   

 

 

     

 

 

 

Total stockholders’ equity

     50,764       90,963       (98,812       42,915  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total liabilities, preferred stock and stockholders’ equity

   $ 92,235     $ 142,340     $ 145,802       $ 380,377  
  

 

 

   

 

 

   

 

 

     

 

 

 

See accompanying notes to the unaudited pro forma combined and consolidated financial statements

 

3


UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF

OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(in thousands, except share and per share amounts)

 

     Zix     Successor     Pro Forma
Adjustments
    Notes
(See Note 3)
    Pro Forma
Combined
 

Revenues

   $ 52,029     $ 63,488     $ —         $ 115,517  

Cost of revenues

     11,189       36,291       3,826       (k)       51,306  
  

 

 

   

 

 

   

 

 

     

 

 

 

Gross margin

     40,840       27,197       (3,826       64,211  

Research and development expenses

     8,720       6,878       (25     (l)       15,573  

Selling, general and administrative expenses

     24,139       22,327       6,628       (m)       53,094  
  

 

 

   

 

 

   

 

 

     

 

 

 

Operating income

     7,981       (2,008     (10,429       (4,456

Other income (expense):

          

Investment and other income (expense)

     662       (9     —           653  

Interest expense

     —         (1,533     (7,161     (n)       (8,694
  

 

 

   

 

 

   

 

 

     

 

 

 

Total other income

     662       (1,542     (7,161       (8,041
  

 

 

   

 

 

   

 

 

     

 

 

 

Income before income taxes

     8,643       (3,550     (17,590       (12,497

Income tax benefit (expense)

     (2,455     (98     —           (2,553
  

 

 

   

 

 

   

 

 

     

 

 

 

Net income (loss)

   $ 6,188     $ (3,648   $ (17,590     $ (15,050
  

 

 

   

 

 

   

 

 

     

 

 

 

Foreign currency translation adjustments

     —         (6     —           (6
  

 

 

   

 

 

   

 

 

     

 

 

 

Comprehensive income (loss)

   $ 6,188     $ (3,654   $ (17,590     $ (15,056
  

 

 

         

 

 

 

Basic income (loss) per common share

   $ 0.12           (o)     $ (0.42
  

 

 

         

 

 

 

Diluted income (loss) per common share

   $ 0.12           (o)     $ (0.42
  

 

 

         

 

 

 

Weighted average shares outstanding

          

Basic common shares outstanding

     52,611,161           (o)       52,611,161  
  

 

 

         

 

 

 

Diluted common shares outstanding

     53,389,622           (o)       52,611,161  
  

 

 

         

 

 

 

See accompanying notes to the unaudited pro forma combined and consolidated financial statements

 

4


UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF

OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands, except share and per share amounts)

 

     Zix     Predecessor
January 1,
2017 –
October 4,
2017
    Successor
October 5,
2017 –
December 31,
2017
    Pro Forma
Adjustments
    Notes
(See
Note 3)
    Pro Forma
Combined
 

Revenues

   $ 65,663     $ 58,117     $ 17,158     $ —         $ 140,938  

Cost of revenues

     12,602       30,695       10,281       6,469       (p)       60,047  
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Gross margin

     53,061       27,422       6,877       (6,469       80,891  

Research and development expenses

     10,980       5,446       1,904       (8     (q)       18,322  

Selling, general and administrative expenses

     31,871       21,387       11,756       10,370       (r)       75,384  
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Operating income

     10,210       589       (6,783     (16,831       (12,815

Other income (expense):

            

Investment and other income (expense)

     339       (174     1       —           166  

Interest expense

     —         (160     (633     (10,841     (s)       (11,634
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total other income

     339       (334     (632     (10,841       (11,468
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Income before income taxes

     10,549       255       (7,415     (27,672       (24,283

Income tax benefit (expense)

     (18,606     (9     (10     —           (18,625
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Net income (loss)

   $ (8,057   $ 246     $ (7,425   $ (27,672     $ (42,908
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Foreign currency translation adjustments

     —         32       4       —           36  
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Comprehensive income (loss)

   $ (8,057   $ 278     $ (7,421   $ (27,672     $ (42,872
  

 

 

           

 

 

 

Basic income (loss) per common share

     (0.15           (t)       (1.01
  

 

 

           

 

 

 

Diluted income (loss) per common share

     (0.15           (t)       (1.01
  

 

 

           

 

 

 

Weighted average shares outstanding

            

Basic common shares outstanding

     53,430,492             (t)       53,430,492  
  

 

 

           

 

 

 

Diluted common shares outstanding

     53,430,492             (t)       53,430,492  
  

 

 

           

 

 

 

See accompanying notes to the unaudited pro forma combined and consolidated financial statements

 

5


Notes to Unaudited Pro Forma Combined Consolidated Financial Statements

NOTE 1 – BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma combined consolidated statement of operations and balance sheet have been prepared for illustrative purposes only and to give effect to the Acquisition pursuant to the assumptions described in Notes 3 and 4 herein. The unaudited pro forma combined consolidated balance sheet as of September 30, 2018 give effect to the Acquisition as of it had occurred on September 30, 2018. The unaudited pro forma combined consolidated statements of operations for nine months ended September 30, 2018 and the year ended December 31, 2017 gives effect to the Acquisition as if it had occurred as of January 1, 2017.

The unaudited pro forma combined consolidated statement of operations and balance sheet are based on the historical consolidated financial statements of each of Zix, the Predecessor, and the Successor as applicable for the periods presented and have been prepared to reflect the Acquisition, including the financing arrangements utilized to fund the Acquisition. The unaudited pro forma combined consolidated financial statements do not necessarily reflect the results of operations or the financial position of Zix that actually would have resulted had the Acquisition occurred on the dates indicated nor project the results of operations or financial position of Zix for any future dates or periods.

The pro forma adjustments have been prepared to illustrate the estimated effect of the Acquisition and certain other adjustments. Any non-recurring items directly attributable to the Acquisition are not included in the unaudited pro forma combined consolidated statements of operations. In contrast, any non-recurring items that were already included in Zix’s, the Predecessor’s, or the Successor’s historical consolidated financial statements that are not directly related to the Acquisition have not been eliminated. The unaudited pro forma combined consolidated statements do not reflect the non-recurring cost of any integration activities or benefits from the Acquisition including potential synergies that may be generated in future periods.

The pro forma adjustments and allocations of the purchase price related to the Acquisition are based on preliminary estimates of the fair value of the consideration paid and the fair value of the assets acquired and liabilities to be assumed. Because the unaudited pro forma combined consolidated financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. Zix expects to finalize its allocation of the purchase consideration as soon as practicable following the completion of the Acquisition.

NOTE 2 – ESTIMATED PRELIMINARY CONSIDERATION TRANSFERRED AND PRELIMINARY FAIR VALUE OF NET ASSETS ACQUIRED

The estimated purchase price and the allocation of the estimated purchase price discussed below are preliminary and subject to certain post-closing adjustments. A final determination of required adjustments will be made based upon final evaluation of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. At the Acquisition Date, the consideration transferred was $271.8 million, net of cash acquired of $4.6 million. The estimated cash consideration transferred consisted of $275.0 million initial consideration reduced by $1.7 million related to customary working capital adjustments and $1.5 million for outstanding indebtedness. In exchange, the Company acquired 100% of the equity of AR Topco, LLC. The following table summarizes the components of the consideration (in thousands):

 

Base amount

   $ 275,000  

Net working capital adjustment

     (1,694

Outstanding indebtedness

     (1,501
  

 

 

 

Consideration paid

   $ 271,805  
  

 

 

 

 

6


The following table summarizes the purchase price allocation to the assets acquired and liabilities assumed. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. Final adjustments, including increases and decreases to depreciation and amortization resulting from the allocation of the purchase price to amortizable tangible and intangible assets, may be material. Adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed will impact the value of goodwill recognized in the Acquisition, and the adjustment to goodwill may be material. For illustrative purposes, the preliminary allocation of the purchase price to the fair value of the Successor’s assets acquired and liabilities assumed was as follows (in thousands):

 

Purchase price consideration

(inclusive of cash balance)

   $ 276,358  

Cash and cash equivalents

     7,936  

Accounts receivable, net

     7,072  

Prepaid and other current assets

     555  

Property and equipment

     3,291  

Deferred tax assets

     443  

Intangible assets

     137,500  

Deferred costs and other assets

     257  

Goodwill

     142,353  

Accounts payable

     (7,480

Accrued expenses

     (4,952

Deferred revenue- short term

     (10,321

Other long-term liabilities

     (296
  

 

 

 

Net assets acquired

   $ 276,358  
  

 

 

 

NOTE 3 – PRO FORMA ADJUSTMENTS, AS PRESENTED IN THE BALANCE SHEET AS OF SEPTEMBER 30, 2018 AND THE STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND THE YEAR ENDED DECEMBER 31, 2017

The unaudited combined consolidated pro forma financial statements reflect the following adjustments to give effect to the Acquisition as described in the Current Report:

Adjustments to the unaudited pro forma combined consolidated balance sheet (in thousands) as of September 30, 2018:

 

(a)

Adjustment to cash that reflects the difference between a consideration paid to existing shareholders of AppRiver totalling $276.4 million (inclusive of $7.9 million Successor’s cash balance on hand) and sources of consideration consisted of $168.5 million from term facilities and $96.6 million from issuance of preferred stocks. The remaining $11.3 million was paid with Zix’s cash on hand. Please refer to notes (h) and (j) for more details for the sources of financing.

 

(b)

Adjustment to property and equipment, net that reflects the reversal of Successor’s historic balance of property and equipment, net of $2,281 and recording of fair value of property and equipment, net of $3,291.

 

(c)

Adjustment to goodwill to reflect $142,353 goodwill derived from the Acquisition and removal of $75,983 historic goodwill balance of Successor.

 

7


(d)

Adjustment to intangible assets, net that reflects the reversal of Successor’s historic intangible assets totalling $48,256 and recording of fair value of identifiable intangible assets acquired in the Acquisition totalling $137,500. The fair value of identifiable intangible assets acquired is comprised of the following:

 

     Estimated useful
life (in years)
     (in thousands)  

Customer Relationships

     8      $ 91,000  

Vendor Relationships- Microsoft

     3        1,000  

Developed Technology- Proprietary Security

     5        21,600  

Developed Technology- Nautical Platform

     6        13,200  

IPR&D- End Point Security

     5        6,300  

Brand Assets

     10        4,400  
     

 

 

 
      $ 137,500  
     

 

 

 

 

(e)

Adjustment to record the fair value of deferred tax assets of $443 related to the Successor’s net operating loss carryforward.

 

(f)

Adjustment to deferred revenue that reflects the reversal of the Successor’s historic deferred revenue totalling $9,617 and recording the fair value of deferred revenue acquired in the Acquisition totalling $10,321. Deferred revenue of the Successor mainly included amounts billed to customers related to services yet to be performed within 12 months.

 

(g)

Adjustment to reflect transaction costs incurred by Zix of $7,849.

 

(h)

Adjustment to reflect the reversal of the Successor’s historic long term debt of $28,732, current portion of long term debt of $300, and recording of the carrying amount of the term loan utilized in connection with the Acquisition of $168,551, net of original issuance cost of $6,449.

 

(i)

Adjustment to reflect the net proceeds from the issuance of Series A convertible preferred stock of $62,661 and Series B convertible preferred stock of $33,881.

 

(j)

Adjustment to reflect the reversal of Successor’s historic equity that consists of $102,038 of additional paid-in capital and $11,073 of accumulated deficit.

Adjustments to the unaudited combined and consolidated pro forma statement of operations for the nine months ended September 30, 2018 (in thousands):

 

(k)

Adjustments that reflect the reversal of the historical depreciation expense of the Successor totalling $183 and amortization expense of $1,070, and recording depreciation expense associated with the fair value of the Successor’s property and equipment, net of $147 and amortization expense associated with the fair value of the Successor’s intangible assets, net of $4,932 in cost of revenues.

 

(l)

Adjustment that reflects the reversal of the Successor’s historical amortization expense related to intangible assets of $25 recorded in Research and Development expenses.

 

(m)

Adjustments that reflect the reversal of the Successor’s historical depreciation expense of $527 and amortization expense of $3,343, and recording depreciation expense associated with the fair value of the Successor’s property and equipment, net of $483 and amortization expense associated with the fair value of the Successor’s intangible assets, net of $10,015 in cost of revenues.

 

(n)

Adjustments that reflect the reversal of historical interest expense of $1,533 related to the Successor’s legacy borrowings, and recording interest expense of $8,694 associated with the term loan facility obtained by Zix in connection with the Acquisition.

 

8


(o)

The Company applies the two-class method to calculate its basic and diluted net loss per share attributable to common stockholders, as the Series A Preferred Stock is a participating security. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Associated with the Preferred Stock for the nine months ended September 30, 2018, accrued dividends totalled $7,084, which reduced the income available to be distributed to common shareholders.

Adjustments to the unaudited combined and consolidated pro forma statement of operations for the year ended December 31, 2017 (in thousands):

 

(p)

Adjustments that reflect the reversal of historical depreciation expense incurred by the Predecessor and Successor of $8 and amortization expense of $295, and recording of depreciation expense associated with the fair value of the Successor’s property and equipment, net of $196 and amortization expense associated with the fair value of the Successor’s intangible assets, net of $6,576 in cost of revenues.

 

(q)

Adjustment that reflect the reversal of historical amortization expense related to the Successor’s intangible assets of $8 recorded in Research and Development expenses.

 

(r)

Adjustments that reflect the reversal of the Predecessor’s and the Successor’s historical depreciation expense of $539 and amortization expense of $3,087, and recording of depreciation expense associated with the fair value of Successor’s property and equipment, net of $645 and amortization expense associated with the fair value of the Successor’s intangible assets, net of $13,351 in cost of revenues.

 

(s)

Adjustments that reflect the reversal of historical interest expense of $793 related to the Predecessor’s and Successor’s legacy borrowings, and recording of interest expense totalling $11,634 associated with the term loan facility obtained by Zix in connection with the Acquisition.

 

(t)

The Company applies the two-class method to calculate its basic and diluted net loss per share attributable to common stockholders, as its Series A Preferred Stock is a participating security. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Associated with the Preferred Stock for the year ended December 31, 2017, accrued dividends totalled $11,086, which reduced the income available to be distributed to common shareholders.

 

9

Exhibit 99.3

Consolidated Financial Statements and

Independent Auditors’ Report

AppRiver, LLC and Subsidiaries

(a Wholly-Owned Subsidiary of AppRiver Holdings, LLC)

As of October 4, 2017 and for the

Period from January 1, 2017 to October 4, 2017


AppRiver, LLC and Subsidiaries

Table of contents

 

Independent Auditors’ Report

     1  

Consolidated financial statements:

  

Consolidated balance sheet

     2  

Consolidated statement of comprehensive income

     3  

Consolidated statement of changes in member’s deficit

     4  

Consolidated statement of cash flows

     5  

Notes to consolidated financial statements

     6  


  1

 

INDEPENDENT AUDITORS’ REPORT

Members and Board of Directors

AppRiver, LLC and Subsidiaries (a Wholly-Owned

Subsidiary of AppRiver Holdings, LLC)

Gulf Breeze, Florida

We have audited the accompanying consolidated financial statements of AppRiver, LLC and Subsidiaries (a wholly-owned subsidiary of AppRiver Holdings, LLC), which comprise the consolidated balance sheet as of October 4, 2017, and the related consolidated statements of comprehensive income, changes in member’s deficit and cash flows for the period from January 1, 2017 to October 4, 2017, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AppRiver, LLC and Subsidiaries as of October 4, 2017 and the results of their operations and their cash flows for the period from January 1, 2017 to October 4, 2017 in accordance with accounting principles generally accepted in the United States of America.

/s/ Baker Tilly Virchow Krause, LLP

Minneapolis, Minnesota

May 8, 2019


AppRiver, LLC and Subsidiaries   2

 

Consolidated Balance Sheet

As of October 4, 2017

(in thousands)

 

ASSETS       

Current Assets

  

Cash and cash equivalents

   $ 9,380  

Accounts receivable, net

     7,792  

Prepaid expenses and other current assets

     562  
  

 

 

 

Total current assets

     17,734  
  

 

 

 

Non-current Assets

  

Property and equipment, net

     2,604  

Other assets

     269  
  

 

 

 

Total non-current assets

     2,873  
  

 

 

 

Total Assets

   $ 20,607  
  

 

 

 
LIABILITIES AND MEMBER’S DEFICIT       

Current Liabilities

  

Accounts payable

   $ 2,796  

Accrued expenses

     9,567  

Deferred revenue

     11,751  

Current portion of long-term debt

     545  
  

 

 

 

Total current liabilities

     24,659  
  

 

 

 

Non-current Liabilities

  

Long-term debt, net of current portion

     2,922  
  

 

 

 

Total non-current liabilities

     2,922  
  

 

 

 

Member’s Deficit

  

Member’s capital

     988  

Member’s receivable

     (4,600

Accumulated deficit

     (3,360

Accumulated other comprehensive loss

     (2
  

 

 

 

Total member’s deficit

     (6,974
  

 

 

 

Total Liabilities and Member’s Deficit

   $ 20,607  
  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AppRiver, LLC and Subsidiaries   3

 

Consolidated Statement of Comprehensive Income

For the Period from January 1, 2017 to October 4, 2017

(in thousands)

 

Net Revenues

   $ 58,117  

Cost of Revenues

     30,695  
  

 

 

 

Gross Profit

     27,422  

Operating Expenses

  

Research and development

     5,446  

Selling, general and administrative

     21,387  
  

 

 

 

Total operating expenses

     26,833  

Operating Income

     589  

Other Expense

  

Interest expense

     (160

Other income/(expense)

     (174
  

 

 

 

Total other expense

     (334

Income tax expense

     (9
  

 

 

 

Net Income

   $ 246  
  

 

 

 

Other comprehensive income, net of tax

  

Foreign currency translation adjustment

   $ 32  
  

 

 

 

Other comprehensive income

     32  
  

 

 

 

Comprehensive Income

   $ 278  
  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AppRiver, LLC and Subsidiaries   4

 

Consolidated Statements of Changes in Member’s Deficit

For the Period from January 1, 2017 to October 4, 2017

(in thousands)

 

     Member’s
Capital
     Member’s
Receivable
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income (Loss)
    Total
Member’s
Deficit
 

Balance, December 31, 2016

   $ 388      $ —       $ (2,176   $ (34   $ (1,822

Net income

     —          —         246       —         246  

Distributions

     —          —         (1,430     —         (1,430

Options exercised at $6 per unit

     600        (600     —         —         —    

Member’s receivable

     —          (4,000     —         —         (4,000

Other comprehensive income

     —          —         —         32       32  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 4, 2017

   $ 988      $ (4,600   $ (3,360   $ (2   $ (6,974
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AppRiver, LLC and Subsidiaries   5

 

Consolidated Statement of Cash Flows

For the Period from January 1, 2017 to October 4, 2017

(in thousands)

 

Operating Activities

  

Net income

   $ 246  

Adjustments to reconcile net income to net cash provided by operating activities:

  

Depreciation and amortization

     606  

Change in allowance for doubtful accounts

     (536

Changes in operating assets and liabilities:

  

Accounts receivable

     (1,892

Prepaid expenses and other current assets

     41  

Other assets

     (131

Accounts payable

     2,012  

Accrued expenses

     3,944  

Deferred revenue

     2,526  
  

 

 

 

Net Cash Provided By Operating Activities

     6,816  
  

 

 

 

Investing Activities

  

Purchases of property and equipment

     (738

Advances to member

     (4,000
  

 

 

 

Net Cash Used For Investing Activities

     (4,738
  

 

 

 

Financing Activities

  

Proceeds from long-term debt

     3,500  

Repayments of long-term debt

     (414

Distributions

     (1,430
  

 

 

 

Net Cash Provided By Financing Activities

     1,656  
  

 

 

 

Effect of Exchange Rate Changes on Cash

     32  

Net Increase in Cash and Cash Equivalents

     3,734  

Cash and Cash Equivalents - Beginning of the Period

     5,614  
  

 

 

 

Cash and Cash Equivalents - End of the Period

   $ 9,380  
  

 

 

 

Supplemental Cash Flow Disclosures:

  

Cash paid for interest

   $ 160  

Non-Cash Investing and Financing Activities:

  

Advances to member for options exercised (Note 8)

   $ 600  

The accompanying notes are an integral part of these consolidated financial statements.


AppRiver, LLC and Subsidiaries   6

 

Notes to Consolidated Financial Statements

As of October 4, 2017 and for the Period from January 1, 2017 to October 4, 2017

(in thousands)

 

1

Description of Business and Summary of Significant Accounting Policies

Nature of Business

The consolidated financial statements include the accounts of AppRiver, LLC (AppRiver), AppRiver AG (AG) and AppRiver AG Spain, SL (SLU), collectively referred to as the Company. AppRiver, LLC is the wholly-owned subsidiary of AppRiver Holdings, LLC.

AppRiver is based in Gulf Breeze, Florida and provides email security solutions to businesses, including protection from spam, viruses, and internet malware. In order to provide these services, the Company maintains a significant vendor relationship. The Company expects to maintain this relationship. In January 2012, the Company’s member agreed to expand operations into Switzerland by forming AG, a wholly-owned subsidiary of the Company. In April 2014, the Company expanded operations into Spain by forming SLU.

Principles of Consolidation

The consolidated financial statements include the accounts of AppRiver, AG and SLU (collectively, the Company) and are prepared in conformity with generally accepted accounting principles of the United States of America (US GAAP). All significant inter-company balances and transactions have been eliminated in consolidation.

Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

The Company’s cash balances held at financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. From time to time the Company has amounts that exceed the FDIC limit. The amount of credit card receivables included in cash was $572 as of October 4, 2017. All Credit and Debit card transactions that settle in less than seven days are also classified as cash and cash equivalents.

Accounts Receivable

Accounts receivable are due from customers for services provided and are presented at face value, net of an allowance for doubtful accounts and are unsecured. Management analyzes historical bad debts, current economic trends, and changes in the customer’s payment tendencies when evaluating the allowance for doubtful accounts. The allowance as of October 4, 2017 was $56. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. The Company does not charge interest on past due receivables.


AppRiver, LLC and Subsidiaries   7

 

Property and Equipment

Property and equipment are recorded at cost and depreciated by the straight-line method over the estimated useful lives of the individual assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income or expense for the period. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Estimated useful lives are generally as follows:

 

     Estimated Life  

Leasehold improvements

    

Shorter of estimated
useful

life or lease term

 
 

 

Computer and office equipment

     4 years  

Furniture and fixtures

     10 years  

Purchased software for internal use

     3 years  

Data center construction-in-progress

     N/A  

Buildings

     30 years  

Revenue Recognition

The Company’s revenues are derived primarily from providing software services under subscription agreements. The revenue is recognized as it is earned according to the terms of the applicable service agreement, which is generally one month to 12-month terms. For subscriptions extending past the fiscal year, revenues are deferred until earned in the subsequent period.

The Company recognizes revenues on a net basis for amounts from a vendor who provides the services for one of their products.

Deferred Revenue

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from the subscription services described above and is recognized as the revenue recognition criteria are met.

Cost of Revenues

Cost of revenues includes hosting costs, licensing fees, salaries and benefits for support personnel, merchant fees and depreciation and amortization related to property and equipment delivery services.

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising expense was $1,467 for the period from January 1, 2017 to October 4, 2017.

Income Taxes

AppRiver has elected to be treated as an S Corporation (i.e. a pass-through entity) for U.S. federal and state income tax purposes. All income or losses of the Company pass directly to the individual member. Consequently, taxes based on income or loss of the U.S. S Corporation are primarily the responsibility of the individual member.

The Company also operates subsidiaries in Switzerland and Spain, which are subject to tax in their respective countries. For U.S. tax purposes, both entities are treated as controlled foreign corporations and their taxable income or loss does not pass through to the Company. The Company recorded $9 of current tax expense with respect to the foreign subsidiaries. There are no deferred tax assets or liabilities as of October 4, 2017.


AppRiver, LLC and Subsidiaries   8

 

The Company currently believes that no reserve is necessary for uncertain tax positions. However, no assurance can be given that the final tax outcome of these matters will not be different. To the extent that the final tax outcome is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.

The Company is not currently under examination by any taxing jurisdiction. In the event of any future tax assessments, the Company has elected to record the income taxes and any related interest and penalties as income tax expense on the Company’s consolidated statement of comprehensive income.

Research and Development

Research and development costs are expensed as incurred.

Stock-based Compensation

The Company records stock-based compensation at fair value and expenses the fair value of member share options granted. The Company recognizes the effects of share-based compensation in salaries in the accompanying consolidated statement of comprehensive income on a straight-line basis over the vesting period. The fair value of member share options is estimated using the Black-Scholes option pricing model.

Foreign Currency Translation

For AG, whose functional currency is the local foreign currency (CHF), and for SLU, whose functional currency is the local currency (Euro), balance sheet accounts are translated at exchange rates in effect at the end of the year and income statement accounts are translated at average exchange rates for the year. Translation gains and losses are included as a separate component of member’s deficit. Foreign currency translation resulted in an aggregate exchange gain of approximately $32 for the period from January 1, 2017 to October 4, 2017.

Recent Accounting Pronouncements

During May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU No. 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. During 2015 and 2016, the FASB also issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09; ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, which clarifies the implementation guidance on principal versus agent considerations in Topic 606; ASU No. 2016-10, “Identifying Performance Obligations and Licensing”, which clarifies the identification of performance obligations and the licensing implementation guidance; ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients” and ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606”, which both affect narrow aspects of Topic 606. Topic 606 (as amended) is effective for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently assessing the effect that Topic 606 (as amended) will have on its results of consolidated operations, financial position and cash flows.

During February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU No. 2016-02 requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the


AppRiver, LLC and Subsidiaries   9

 

lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. During 2018, the FASB also issued ASU No. 2018-01, “Land Easement Practical Expedient”, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of Topic 842 and that were not previously accounted for under ASC 840; ASU 2018-10, “Codification Improvements to Topic 842, Leases”, which addresses narrow aspects of the guidance originally issued in ASU No. 2016-02; ASU 2018-11, “Targeted Improvements”, which provides entities with an additional (and optional) transition method whereby an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and also provides lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component; and ASU No. 2018-20, “Narrow-Scope Improvements for Lessors”, which addresses sales and other similar taxes collected from lessees, certain lessor costs, and the recognition of variable payments for contracts with lease and nonlease components. Topic 842 (as amended) is effective for annual periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently assessing the effect that Topic 842 (as amended) will have on its consolidated results of operations, financial position and cash flows.

 

2

Property and Equipment

Property and equipment consists of the following as of October 4, 2017:

 

Leasehold improvements

   $ 622  

Computer and office equipment

     6,546  

Furniture and fixtures

     1,034  

Purchased software for internal use

     535  

Data center construction-in-progress

     10  

Buildings

     464  
  

 

 

 
     9,211  

Less: Accumulated depreciation and amortization

     (6,607
  

 

 

 

Property and Equipment, Net

   $ 2,604  
  

 

 

 

Depreciation and amortization expense was $606 for the period from January 1, 2017 to October 4, 2017, of which $240 is included in cost of revenues.

 

3

Investment in ARM Research Labs, LLC

The Company holds a fifty percent interest in ARM Research Labs, Inc. (ARM). ARM is a privately funded research and development group created to develop solutions through advanced technologies. The investment in ARM is recorded using the equity method of accounting, which requires the Company to record its pro rata share of ARM’s profits and losses by adjusting the carrying value of its investment in ARM. The following information summarizes the balances and activity of ARM as of October 4, 2017 and for the period from January 1, 2017 to October 4, 2017:

 

Total assets

   $ 117  

Total liabilities

     —    
  

 

 

 

Total equity

   $ 117  
  

 

 

 

Revenues

   $ 241  

Expenses

     (175
  

 

 

 

Net income

   $ 66  
  

 

 

 


AppRiver, LLC and Subsidiaries   10

 

The following summarizes the Company’s investment in ARM as of October 4, 2017:

 

Company’s interest:

  

50% interest in retained earnings

   $ 332  

Less: Cumulative distributions taken

     (273
  

 

 

 

Investment in ARM

   $ 59  
  

 

 

 

Equity in earnings of ARM:

  

50% share of net income

   $ 33  
  

 

 

 

The Company’s investment in ARM is included in other assets on the consolidated balance sheet. The Company’s share of net income is included in other (income)/expense on the consolidated statement of comprehensive income.

 

4

Accrued Expenses

Accrued expenses consist of the following as of October 4, 2017:

 

Payroll and benefits

   $ 3,383  

Accrued purchases

     3,029  

Paid time off

     679  

Sales tax payable (Note 11)

     1,825  

Other

     651  
  

 

 

 

Accrued Expenses

   $ 9,567  
  

 

 

 


AppRiver, LLC and Subsidiaries   11

 

5

Long-term debt

Long-term debt consist of the following as of October 4, 2017:

 

Note payable to bank, monthly payments of principal and interest of $3,
interest at 3.375%, secured by building, maturing in July 2027

   $ 230  

Note payable to bank, quarterly payments of $131 plus interest,
interest at 5.250%, secured by all assets of the Company, maturing in
April 2022

     3,237  
  

 

 

 

Total notes payable

     3,467  

Less current portion

     (545
  

 

 

 

Long-term debt

   $ 2,922  
  

 

 

 

The credit agreements contain various provisions, including compliance with certain financial covenants.

In connection with the sale of the Company (Note 12), the outstanding balances of the long-term debt were paid in full on October 5, 2017.

 

6

Line of Credit

The Company has a revolving line of credit in the amount of $1,000 with a financial institution. The line bears interest at the Wall Street Journal Prime Rate plus 1.00% (4.25% as of October 4, 2017), is secured by security interest in all assets of the Company, and was scheduled to mature December 29, 2018. The line of credit had $0 balance as of October 4, 2017 and as of October 5, 2017 the agreement with the financial institution was terminated in connection with the sale of the Company (Note 12).

 

7

Equity

The Company has authorized, issued and has outstanding 100 Class A Units and 9,900,000 Class B Units as of October 4, 2017. All Class A Units have voting rights and each unit is entitled to one vote. Class B Units have no voting rights.

 

8

Options

In September 2011, the Company adopted the AppRiver, LLC 2011 Option Plan (the Plan). In accordance with the terms of the Plan, selected persons may be granted options to purchase up to 2,000,000 units of the AppRiver Holdings, LLC’s non-voting member units at $6.00 per share.

The Company accounts for stock-based compensation according to the provisions of ASC 718 which establishes the provision for accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date on the fair market value of the award and is recognized as expense on a straight-line basis over the employee’s requisite service period.


AppRiver, LLC and Subsidiaries   12

 

A summary of the status of the Company’s outstanding options as of October 4, 2017 and for the period from January 1, 2017 to October 4, 2017 is presented below:

 

     Number      Weighted
Average
Exercise
Price
 

Outstanding as of December 31, 2016

   $ 100,000      $ 6.00  

Granted

     —          —    

Exercised

     (100,000    $ 6.00  
  

 

 

    

 

 

 

Outstanding as of October 4, 2017

   $ —        $ —    
  

 

 

    

 

 

 

During the period from January 1, 2017 to October 4, 2017, 100,000 shares were exercised at an exercise price of $6.00 per share under the Plan. As of October 4, 2017, the Company had an unsecured receivable of $600 for amounts to be received from the option holder relating to this exercise, which is included in member’s receivable on the consolidated balance sheet. The $600 receivable was paid with proceeds from the sale of the Company (Note 12).

 

9

Employee Benefit Plan

AppRiver sponsors a 401(k) retirement plan (the Plan) covering substantially all employees working more than thirty hours per week who have completed six months of service, at January 1 or July 1 semi-annual entry dates, with AppRiver. Participants may contribute any portion of their annual compensation up to the maximum amount established by the Internal Revenue Service for each calendar year. The terms of the Plan provide that AppRiver matches 100% of the first 3% of participants’ contributions and 50% of the next 2% of participants’ contributions. AppRiver’s matching contributions to the Plan amounted to $512 for the period from January 1, 2017 to October 4, 2017. AppRiver may also make discretionary profit sharing contributions. As of October 4, 2017, the Company accrued approximately $114 in discretionary profit sharing contributions, which were contributed to the plan in 2018.

 

10

Related-party Transactions

Related Party Lease

The Company has entered into a long-term lease for office space from a management company that is partially owned by two of the members of AppRiver Holdings, LLC. Each of the two members owns approximately 40% of the management company as of October 4, 2017. For the period from January 1, 2017 to October 4, 2017, the Company’s rent expense for the office space was $662.

Member’s Receivable

In April 2017, the Company advanced $3,500 to a member of the Company, which is included in member’s receivable in the accompanying consolidated balance sheet. Under the loan agreement, interest accrued at 2% per annum and the total principal and interest balance was due five years from the date of the agreement. Subsequently, the Company advanced an additional $500 to the same member of the Company. All amounts advanced are unsecured and any interest income is immaterial. As of October 4, 2017, the total balance of outstanding member receivables was $4,000. In connection with the sale of the Company (Note 12), the outstanding receivable was paid in full on October 5, 2017.

The Company also had a $600 receivable from another member of the Company relating to the exercise of options (Note 8).


AppRiver, LLC and Subsidiaries   13

 

11

Commitments and Contingencies

Operating Leases

The Company leases equipment and office space under several lease agreements. The future minimum rental payments, which includes related party leases (see Note 10), are as follows:

 

October 5 to December 31, 2017

   $ 208  

2018

     899  

2019

     909  

2020

     854  

2021

     760  

2022

     783  

Thereafter

     1,218  
  

 

 

 
   $ 5,631  
  

 

 

 

Rent expense totaled $805 for the period from January 1, 2017 to October 4, 2017.

The calculation of straight-line rent expense is based on the same lease term with consideration for step rent provisions, escalation clauses, rent holidays and other lease concessions. The Company begins rent upon completion of the Company’s due diligence or when the Company has the right to use the property, whichever comes earlier.

Sales Tax Payable/Receivable

The Company has determined that a sales tax nexus exists in multiple states. The Company entered into Voluntary Disclosure agreements with those states and recorded a liability for estimated sales taxes. The Company has also recorded a receivable for the amounts due from its customers to whom it concluded sales without withholding any required sales tax and believes it is probable the receivable amount will be collected. The liability of $1,825 for estimated sales taxes due as of October 4, 2017 is included in accrued expenses in the consolidated balance sheet. Receivables deemed collectible from customers of $890 are included in accounts receivable, net in the consolidated balance sheet as of October 4, 2017.

 

12

Subsequent Events

On October 5, 2017, AppRiver Holdings, LLC sold its membership interests which included AppRiver, LLC for $130,000, subject to a working capital adjustment and less the costs of the transaction. The Company incurred $4,613 in transaction expenses, which are included in selling, general and administrative expenses in the consolidated statement of comprehensive income. The purchase price was subject to a closing adjustment to account for working capital related to this transaction. The purchase price resulted in assets being fully recognized. A working capital adjustment escrow in the amount of $100 was established to account for the aforementioned closing adjustments. A general escrow in the amount of $650 was established to cover any liabilities of AppRiver, LLC prior to October 5, 2017. This additional escrow amount is to be distributed, net of any claims, 12 months from the closing date. In addition, a sales tax escrow was established in the amount of $1,500 to cover amounts due resulting from the open sales tax voluntary disclosure agreements (Note 11) to be released upon resolution of the voluntary disclosure agreement process, but no later than 18 months after the date of closing. The proceeds from the sale were allocated among the members of AppRiver Holdings, LLC in proportion to their outstanding units.


AppRiver, LLC and Subsidiaries   14

 

A portion of the transaction was funded by the Company through the rollover of $13,000 of existing equity from the AppRiver Holdings, LLC members.

The Company discloses material events that occur after the balance sheet date but before consolidated financial statements are issued. In general, these events are recognized if the condition existed at the date of the consolidated balance sheet, but not recognized if the condition did not exist at the balance sheet date. Management has evaluated events occurring subsequent to October 4, 2017 through REPORT DATE, the date the consolidated financial statements were available to be issued.

Exhibit 99.4

Consolidated Financial Statements and

Independent Auditors’ Report

AR Topco, LLC and Subsidiaries

As of December 31, 2017 and for the Period from

October 5, 2017 to December 31, 2017


AR Topco, LLC and Subsidiaries

Table of contents

 

Independent Auditors’ Report

     1  

Consolidated financial statements:

  

Consolidated balance sheet

     2  

Consolidated statement of comprehensive loss

     3  

Consolidated statement of changes in members’ equity

     4  

Consolidated statement of cash flows

     5  

Notes to consolidated financial statements

     6-18  


INDEPENDENT AUDITORS’ REPORT

Board of Directors

AR Topco, LLC and Subsidiaries

Gulf Breeze, FL

We have audited the accompanying consolidated financial statements of AR Topco, LLC and Subsidiaries, which comprise the consolidated balance sheet as of December 31, 2017, and the related consolidated statements of comprehensive loss, changes in members’ equity and cash flows for the period from October 5, 2017 to December 31, 2017, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AR Topco, LLC and Subsidiaries as of December 31, 2018 and the results of their operations and their cash flows for the period from October 5, 2017 to December 31, 2017 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 2 to the consolidated financial statements, the Company has recorded a change in accounting principle as the Company is now considered to be a public business entity based on Accounting Standard Update No. 2013-12. Our opinion is not modified with respect to this matter.

/s/ Baker Tilly Virchow Krause, LLP            

Minneapolis, Minnesota

May 8, 2019


AR Topco, LLC and Subsidiaries   2

 

Consolidated Balance Sheet

As of December 31, 2017

(in thousands)

 

ASSETS

 

Current Assets

  

Cash and cash equivalents

   $ 5,967  

Receivables, net

     6,162  

Prepaid expenses and other current assets

     489  
  

 

 

 

Total current assets

     12,618  
  

 

 

 

Non-current Assets

  

Property and equipment, net

     2,624  

Goodwill

     75,400  

Intangibles, net

     51,244  

Other assets

     255  
  

 

 

 

Total non-current assets

     129,523  
  

 

 

 

Total Assets

   $ 142,141  
  

 

 

 
LIABILITIES AND MEMBERS’ EQUITY  

Current Liabilities

  

Accounts payable

   $ 5,561  

Accrued expenses

     5,504  

Deferred revenue

     6,925  

Current portion of long-term debt

     300  
  

 

 

 

Total current liabilities

     18,290  
  

 

 

 

Non-current Liabilities

  

Long-term debt, net of current portion

     28,856  

Other liabilities, non-current

     378  
  

 

 

 

Total non-current liabilities

     29,234  
  

 

 

 

Members’ Equity

  

Series A Preferred Units

     102,038  

Series B Common Units

     —    

Accumulated deficit

     (7,425

Accumulated other comprehensive income

     4  
  

 

 

 

Total members’ equity

     94,617  
  

 

 

 

Total Liabilities and Members’ Equity

   $ 142,141  
  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AR Topco, LLC and Subsidiaries   3

 

Consolidated Statement of Comprehensive Loss

For the Period from October 5, 2017 to December 31, 2017

(in thousands)

 

Net Revenues

   $ 17,158  

Cost of Revenues

     10,281  
  

 

 

 

Gross Profit

     6,877  

Operating Expenses

  

Research and development

     1,904  

Selling, general and administrative

     11,756  
  

 

 

 

Total operating expenses

     13,660  

Operating Loss

     (6,783

Other Expense

  

Interest expense

     (633

Other Income/(expense)

     1  
  

 

 

 

Total other expense

     (632

Income tax expense

     (10
  

 

 

 

Net Loss

   $ (7,425
  

 

 

 

Other comprehensive income, net of tax

  

Foreign currency translation adjustment

   $ 4  
  

 

 

 

Other comprehensive income

     4  
  

 

 

 

Comprehensive Loss

   $ (7,421
  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AR Topco, LLC and Subsidiaries   4

 

Consolidated Statement of Changes in Members’ Equity

For the Period from October 5, 2017 to December 31, 2017

(in thousands)

 

     Series A
Preferred
Units
     Series A
Preferred
Units
     Series B
Common
Units
     Series B
Common
Units
     Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income
     Total
Members’
Equity
 

Balance, October 5, 2017

     —        $ —          —        $ —        $ —       $ —        $ —    

Capital contributions from owners

     102,038        102,038        102,038        —          —         —          102,038  

Net Loss

     —          —          —          —          (7,425     —          (7,425

Other comprehensive income

     —          —          —          —          —         4        4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Balance, December 31, 2017

     102,038      $ 102,038        102,038      $ —        $ (7,425   $ 4      $ 94,617  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AR Topco, LLC and Subsidiaries   5

 

Consolidated Statement of Cash Flows

For the Period from October 5, 2017 to December 31, 2017

(in thousands)

 

Operating Activities

  

Net loss

   $ (7,425

Adjustments to reconcile net loss to net cash provided by operating activities:

  

Depreciation and amortization

     1,934  

Amortization of debt financing costs

     33  

Changes in operating assets and liabilities, net of acquisition-related assets and liabilities:

  

Receivables

     740  

Prepaid expenses and other current assets

     64  

Accounts payable

     2,765  

Accrued expenses

     1,253  

Deferred revenue

     463  

Other liabilities, non-current

     378  
  

 

 

 

Net Cash Provided By Operating Activities

     205  
  

 

 

 

Investing Activities

  

Purchases of property and equipment

     (82

Payment for AppRiver Acquisition, net of $500 cash acquired

     (112,321
  

 

 

 

Net Cash Used For Investing Activities

     (112,403
  

 

 

 

Financing Activities

  

Proceeds from long-term debt

     30,000  

Repayments of long-term debt

     (75

Payment of debt financing costs

     (802

Capital contributions from owners

     89,038  
  

 

 

 

Net Cash Provided By Financing Activities

     118,161  
  

 

 

 

Effect of Exchange Rate Changes on Cash

     4  

Net Increase in Cash and Cash Equivalents

     5,963  

Cash and Cash Equivalents - Beginning of the Period

     —    
  

 

 

 

Cash and Cash Equivalents - End of the Period

   $ 5,967  
  

 

 

 

Supplemental Cash Flow Disclosures:

  

Cash paid for interest

   $ 588  

Non-Cash Investing and Financing Activities:

  

Rollover capital contribution from owners (see Note 3)

   $ 13,000  

Amounts payable to Holdings for AppRiver Acquisition (see Note 3)

     865  

The accompanying notes are an integral part of these consolidated financial statements.


AR Topco, LLC and Subsidiaries

(in thousands)

  6

 

Notes to Consolidated Financial Statements

As of December 31, 2017 and for the Period from October 5, 2017 to December 31, 2017

(in thousands)

 

1

Nature of Business

AR Topco, LLC (the “Company”, “we”, “our” and “us”) was incorporated in the state of Delaware on September 7, 2017 to receive, acquire and own 100% of the membership interests in AppRiver LLC (“AppRiver”), an operating company incorporated in the state of Florida.

AR Topco, LLC is owned by AppRiver Marlin Topco, L.P. (87.26%), a limited partnership incorporated in the state of Delaware, and AppRiver Holdings LLC (12.74%), an S-corporation incorporated in the state of Florida. AppRiver Marlin Topco, L.P. is wholly-owned by affiliates of Marlin Equity Partners (“Marlin”), a private equity firm based in the United States. All references to Marlin throughout these notes refer collectively to Marlin Equity Partners and those affiliates.

AppRiver Holdings LLC (“Holdings”) is owned by the former members of AppRiver, who contributed 100% of their membership interests in AppRiver to Holdings. On September 14, 2017, Holdings entered into a Membership Interests Purchase Agreement by which it effectively sold 100% of its membership interests in AppRiver to AppRiver Marlin Topco, L.P. (see Note 3). This purchase and sale, hereinafter referred to as the “AppRiver Acquisition”, closed on October 5, 2017, which is when we commenced operations. We did not engage in any significant operating activities between the date of our incorporation and the closing of the AppRiver Acquisition on October 5, 2017. Concurrent with the AppRiver Acquisition, Holdings acquired from AppRiver Marlin Topco, L.P. a 12.74% interest in the Company.

AppRiver is based in Gulf Breeze, Florida and provides email security solutions to businesses, including protection from spam, viruses, and internet malware. In order to provide these services, AppRiver maintains a significant vendor relationship. AppRiver expects to maintain this relationship.

AppRiver operates in Europe through its wholly-owned subsidiaries AppRiver AG, a Swiss company (hereinafter referred to as “AG”) and AppRiver AG Spain SL, a Spanish company (hereinafter referred to as “SLU”).

In addition, AppRiver owns 50% of ARM Research Labs, Inc. ARM is a privately funded research and development group created to develop solutions through advanced technologies. The investment in ARM is recorded using the equity method of accounting, which requires the Company to record its pro rata share of ARM’s profits and losses by adjusting the carrying value of its investment in ARM, which is included in other income/(expense) in the consolidated statement of comprehensive loss.

 

2

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in conformity with generally accepted accounting principles of the United States of America (US GAAP). The Company commenced operations on October 5, 2017 and elected a fiscal year ending on December 31 st . The accompanying consolidated balance sheet is as of December 31, 2017 and the accompanying consolidated statements comprehensive loss, members’ equity and cash flows include all activity for the period from and including October 5, 2017 through December 31, 2017. All amounts presented herein are stated in thousands of US dollars (USD) unless otherwise stated.

The Company follows the accrual basis of accounting. Revenues are recognized in the accounting period in which services are provided and they are earned. Expenses are recognized in the accounting period incurred. The Company’s policy is to present revenues net of related sales tax.

Principles of Consolidation

The consolidated financial statements include the accounts of AR Topco, LLC and its wholly-owned subsidiaries, AppRiver Intermediate LLC, AR MidCo, LLC, AppRiver, AG, SLU, and the 50% investment in ARM. We eliminate all significant intercompany balances and transactions.


AR Topco, LLC and Subsidiaries

(in thousands)

  7

 

Segment Reporting

The Company operates in a single industry segment, the sale of email security solutions to businesses, including protection from spam, viruses, and internet malware. The Company sells its products into many countries throughout the world. There is no geographic concentration.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant judgments and estimates relate to provisions for customers’ allowances, income taxes, contingencies, determining the fair value of acquired assets and liabilities in the business combination and assessing the impairment of goodwill and long-lived assets. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of currency, demand deposits, any investments with an original maturity of 90 days or less and all credit and debit card transactions that settle in less than seven days. Credit card receivables included in cash as of December 31, 2017 was $486. These are considered cash equivalents because they are both short term and highly liquid in nature. The Company deposits its cash in what management believes are high credit quality financial institutions. The balance, at times, may exceed federally insured limits and may be held at financial institutions outside of the United States of America.

Receivable

Receivables are unsecured, due from customers for services provided and are presented at face value, net of an allowance for doubtful accounts. Management analyzes historical bad debts, current economic trends, and changes in the customer’s payment tendencies when evaluating the allowance for doubtful accounts. The allowance as of December 31, 2017 was $100. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. The Company does not charge interest on past due receivables.

Property and Equipment

Property and equipment are recorded at fair value based on the business combination described in Note 3 and cost post-business combination and depreciated by the straight-line method over the lessor of the estimated useful life or the lease term. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income or expense for the period. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Estimated useful lives are generally as follows:

 

     Estimated Life  

Computer and office equipment

     4 years  

Furniture and fixtures

     10 years  

Software

     3 years  

Leasehold improvements

     Shorter of estimated useful life or lease terms  

Revenue Recognition

The Company’s revenues are derived primarily from providing software services under subscription agreements. The revenue is recognized ratably over the contract term commencing with the date that service is made available to the customer and all other revenue recognition criteria have been satisfied. For subscriptions extending past the fiscal year, revenues are deferred until earned in the subsequent period. Included in receivables in the consolidated balance sheet as of December 31, 2017 is $417 of unbilled revenue.

The Company recognizes revenues on a net basis for amounts from a vendor who provides the services for one of their products.


AR Topco, LLC and Subsidiaries

(in thousands)

  8

 

Deferred Revenues

Deferred revenues primarily consists of billings or payments received in advance of revenue recognition from the subscription services described above and is recognized as the revenue recognition criteria are met.

Cost of Revenues

Cost of revenues includes hosting costs, licensing fees, salaries and benefits for support personnel, merchant fees and depreciation and amortization related to property and equipment delivery services.

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising expenses for the period from October 5, 2017 to December 31, 2017 was $531.

Income Taxes

The Company is classified as a Partnership (i.e., a pass-through entity) for U.S. federal and state income tax purposes. Consequently, taxes based on income or loss of the U.S. partnership are primarily the responsibility of the individual members.

The Company also operates subsidiaries in Switzerland and Spain which are subject to tax in their respective countries. For U.S. tax purposes both entities are treated as controlled foreign corporations and their taxable income or loss does not pass through to the Company. The Company recorded $10 of current tax expense with respect to the foreign subsidiaries. There are no deferred tax assets or liabilities as of December 31, 2017.

The Company currently believes that no reserve is necessary for uncertain tax positions. However, no assurance can be given that the final tax outcome of these matters will not be different. To the extent that the final tax outcome is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.

The Company is not currently under examination by any taxing jurisdiction. In the event of any future tax assessments, the Company has elected to record the income taxes and any related interest and penalties as income tax expense on the Company’s consolidated statement of comprehensive loss.

Research and Development

Research and development costs are expensed as incurred.

Foreign Currency Transactions

The functional currency of the Company’s foreign subsidiaries is the local currency in the country in which the subsidiary is located. Transactions denominated in currencies other than an entity’s functional currency are remeasured into the entity’s functional currency at the exchange rate in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the consolidated balance sheet date. Translation gains and losses are included as a separate component of members’ equity. Foreign currency transaction gains and losses are recognized in other expense in the consolidated statement of comprehensive loss.

Neither foreign currency exchange losses nor unrealized losses for the period from October 5, 2017 to December 31, 2017 were material to the Company’s financial results.

Fair Value Measurements

The carrying amounts of all financial instruments approximate their fair values. The carrying amounts for cash and cash equivalents, receivables, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. Based on the borrowing rates currently available to us for bank loans with similar terms and average maturities, the carrying value of our long-term debt and line of credit approximates its fair value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.


AR Topco, LLC and Subsidiaries

(in thousands)

  9

 

The fair value framework requires the categorization of assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that market participants would use in pricing.

In connection with the AppRiver Acquisition (see Note 3), the Company allocated the purchase price to property and equipment and identifiable intangible assets which are considered Level 2 and Level 3 inputs, respectively. The Level 3 inputs consist of the projected payments based on projected EBITDA and an estimated discount rate. The fair value is determined by applying an appropriate discount rate that reflects the risk factors associated with the payments streams.

 

     Assets at Fair Value as of October 5, 2017  
     Level 1      Level 2      Level 3      Total  

Property and equipment

   $ —        $ 2,770      $ —        $ 2,770  

Trademarks

     —          —          5,550        5,550  

Developed technology

     —          —          29,100        29,100  

Customer relationships

     —          —          18,300        18,300  

Goodwill

     —          —          75,400        75,400  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets at fair value

   $ —        $ 2,770      $ 128,350      $ 131,120  
  

 

 

    

 

 

    

 

 

    

 

 

 

For the period from October 5, 2017 to December 31, 2017, there were no significant transfers between Levels 1 and 2 and no transfers in or out of Level 3.

The following table set forth a summary of changes in the fair value of the Company’s Level 3 assets for the period from October 5, 2017 to December 31, 2017:

 

Balances, October 5, 2017

   $ —    

Acquired on October 5, 2017

     128,350  
  

 

 

 

Balances, December 31, 2017

   $ 128,350  
  

 

 

 

Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. We endeavor to use the best available information in measuring fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Intangible Assets

The Company’s intangible assets consist of trademarks, developed technology, and customer relationships recognized in connection with the AppRiver Acquisition (see Note 3). The trademarks were valued using a relief-from royalty method. The developed technologies were valued using the multi-period excess earnings, relief-from royalty, and replacement cost methods. Customer relationships were valued using the with and without method. The intangible assets valued as part of the AppRiver Acquisition are based on significant management estimate inputs that are not observable. The assumptions made by management in determining the fair value included discount rates based on a weighted-average cost of capital and estimated average growth rates, as well as expected future cash flows.


AR Topco, LLC and Subsidiaries

(in thousands)

  10

 

Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives and reviewed for impairment when indicators of impairment exist, such as a significant decline in demand for our products and underlying technology and reduced product margins indicating declining operating performance or cash flows. The estimated useful lives of these assets are evaluated to determine if a change in an estimate is required. The remaining carrying value of the asset is amortized prospectively over the remaining adjusted useful life of the asset. The review for potential impairment and change in estimated useful lives requires us to use estimates and judgments of future cash flows, consistent with plans and estimates we use to manage related product cash flows.

Impairment of Long-Lived Assets

Our long-lived assets are reviewed for impairment when events or changes in business conditions indicate that their carrying value may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the estimated undiscounted future cash flows the assets are expected to generate. If our long lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its market value.

Goodwill

Goodwill represents the purchase price in excess of fair values assigned to the underlying net tangible and identifiable intangible assets of acquired businesses. Goodwill is tested for impairment annually. We also review goodwill at the Company level for impairment when events or circumstances indicate that the fair value of the Company may be below its carrying value. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount. If, after reviewing qualitative factors, we determine that it is more likely than not that the fair value of the Company is greater than its carrying amount, no further steps are taken. Goodwill impairment testing is a one-step process. We compare the fair value of the Company to its carrying value and, to the extent that the carrying value exceeds the fair value, we record an impairment loss. We calculate the fair value of the Company using the discounted cash flow method and the market approach of valuation. The discounted cash flow method requires us to use estimates and judgments about the amounts and timing of future cash flows of the Company.

For the period from October 5, 2017 to December 31, 2017, the Company performed a qualitative assessment to test goodwill for impairment. Based on the qualitative assessment, the Company determined that it is more likely than not (i.e., a likelihood of more than 50%) that the fair value of our reporting unit is greater than the carrying amount and therefore no impairment of goodwill was identified. Therefore, as of December 31, 2017, there has been no impairment loss recorded.

Deferred Financing Costs

Costs incurred in connection with originating long-term debt have been capitalized and are classified in the accompanying consolidated balance sheet as a reduction of the long-term debt balance to which those costs relate. These deferred financing costs are being amortized over the life of the underlying debt obligation utilizing the straight-line method, which approximates the effective interest method. Amortization of deferred financing costs is included in interest expense in the accompanying consolidated statement of comprehensive loss.

Change in Accounting Principle

The Company has recorded a change in accounting principle as of December 31, 2017 and for the period from October 5, 2017 to December 31, 2017. As a result of the acquisition by Zix Corporation in February 2019 (see Note 12), the Company meets the definition of a public business entity, since the consolidated financial statements will be included in the Zix Corporation Form 8-K filing. The consolidated financial statements have been updated to not elect the private company council alternative accounting guidance related to the following: business combination under ASC 805 for the allocation of intangibles and ASU 2014-02 which allows for amortization of goodwill. All adjustments have been made retrospectively to October 5, 2017, the date the Company commenced operations.


AR Topco, LLC and Subsidiaries

(in thousands)

  11

 

The following is a summary of the changes made as of December 31, 2017 and for the period from October 5, 2017 to December 31, 2017:

 

     Original             Impact             Adjusted  

Assets

              

Goodwill

   $ 91,490         $ (16,090      a      $ 75,400  

Intangibles, net

   $ 32,837         $ 18,407        b      $ 51,244  

Liabilities

              

Accrued expenses

   $ 4,639        e      $ 865        c      $ 5,504  

Equity

              

Accumulated deficit

   $ (8,877       $ 1,452        d      $ (7,425

Operating Expenses

              

Selling, general and administrative expense

   $ 13,208        e      $ (1,452      d      $ 11,756  

Net Loss

   $ (8,877       $ 1,452        d      $ (7,425

Comprehensive Loss

   $ (8,873       $ 1,452        d      $ (7,421

 

a

$19,300 reduction in goodwill resulting from removal of private company election under ASC 805

$2,345 increase in goodwill resulting from removal of amortization related to application of ASU 2014-02

$865 increase in consideration paid to sellers (see Note 3), purchase price true up

 

b

$500 increase in tradenames resulting from removal of private company election under ASC 805

$500 increase in technology resulting from removal of private company election under ASC 805

$18,300 increase in customer relationships resulting from removal of private company election under ASC 805

$893 increase in amortization for intangible assets resulting from increase in intangible assets noted

 

c

Increase in amounts due to sellers resulting from increase in consideration paid (see Note 3), purchase price true up

 

d

$2,345 reduction in goodwill amortization expense

$893 increase in intangible assets amortization expense

 

e

Certain amounts have been reclassified. These reclassifications had no effect on comprehensive loss or members’ equity.

Recent Accounting Pronouncements

During May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU No. 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. During 2015 and 2016, the FASB also issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09; ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, which clarifies the implementation guidance on principal versus agent considerations in Topic 606; ASU No. 2016-10, “Identifying Performance Obligations and Licensing”, which clarifies the identification of performance obligations and the licensing implementation guidance; ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients” and ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606”, which both affect narrow aspects of Topic 606. Topic 606 (as amended) is effective for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently assessing the effect that Topic 606 (as amended) will have on its results of consolidated operations, financial position and cash flows.


AR Topco, LLC and Subsidiaries

(in thousands)

  12

 

During February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU No. 2016-02 requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. During 2018, the FASB also issued ASU No. 2018-01, “Land Easement Practical Expedient”, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of Topic 842 and that were not previously accounted for under ASC 840; ASU 2018-10, “Codification Improvements to Topic 842, Leases”, which addresses narrow aspects of the guidance originally issued in ASU No. 2016-02; ASU 2018-11, “Targeted Improvements”, which provides entities with an additional (and optional) transition method whereby an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and also provides lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component; and ASU No. 2018-20, “Narrow-Scope Improvements for Lessors”, which addresses sales and other similar taxes collected from lessees, certain lessor costs, and the recognition of variable payments for contracts with lease and nonlease components. Topic 842 (as amended) is effective for annual periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently assessing the effect that Topic 842 (as amended) will have on its consolidated results of operations, financial position and cash flows.

During January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU No. 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU No. 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the effect that ASU No. 2016-02 will have on its consolidated results of operations, financial position and cash flows.

 

3

Business Combination

As mentioned in Note 1 – Nature of Business, on October 5, 2017, the Company acquired 100% of the membership interests of AppRiver for a purchase price of $130,000, plus net adjustments of $2,000. In 2018, Marlin paid an additional $865. The purchase price was funded with third party debt of $30,000, capital contributions from Marlin of $89,000 and from $13,000 of equity contributed by members of the Seller. The fair value of the $13,000 in equity contributed by members of the Seller was determined using the purchase price of the membership interests acquired as the rights and privileges of the rolled over units were similar to the membership interests acquired.

The AppRiver Acquisition was accounted for using the acquisition method of accounting. Accordingly, the purchase price has been allocated, as shown in the table below, to identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date.

 

Receivables

   $ 6,902  

Sales tax escrow and receivable

     1,740  

Cash and other current assets

     1,054  

Long-term assets

     254  

Property and equipment

     2,770  

Goodwill

     75,400  

Acquired intangible assets, net

     52,950  
  

 

 

 

Total Asset Acquired

   $ 141,070  
  

 

 

 

Accounts payable

     2,796  

Sales tax liability

     1,740  

Deferred revenues

     6,462  

Other accrued liabilities

     3,386  
  

 

 

 

Total Liabilities Acquired

   $ 14,384  
  

 

 

 

Net Assets Acquired

   $ 126,686  
  

 

 

 


AR Topco, LLC and Subsidiaries

(in thousands)

  13

 

The excess of the cost of the AppRiver Acquisition over the fair values of the net tangible and intangible assets acquired – which includes $5,550 of trademarks, $29,100 of developed technologies, $18,300 of customer lists, net of $391 for an unfavourable acquired leasehold interest - has been recorded as goodwill. Goodwill recognized is primarily attributable to estimated future growth of the Company. For tax purposes the goodwill expected to be deductible is $66,124.

The Company incurred approximately $3,914 of acquisition related costs for certain legal, financial and management consulting services from various consulting firms which has been included in selling, general and administrative expenses on the accompanying consolidated statement of comprehensive loss. The Company also incurred debt financing costs of $802 (see Note 6).

 

4

Property and Equipment

Property and equipment consisted of the following as of December 31, 2017:

 

Computer and office equipment

   $ 2,022  

Furniture and fixtures

     373  

Software

     86  

Leasehold improvements

     371  
  

 

 

 

Total property and equipment

     2,852  

Accumulated Deprecation

     (228
  

 

 

 

Property and equipment, net

   $ 2,624  
  

 

 

 

Depreciation expense of $228 for the period from October 5, 2017 to December 31, 2017 was recorded of which $55 is included in cost of revenues and $173 is included in depreciation and amortization expense in the consolidated statement of comprehensive loss.

 

5

Goodwill and Intangible Assets

Goodwill

During the period from October 5, 2017 to December 31, 2017, goodwill of $75,400 arose from the AppRiver Acquisition (see Note 3 – Business Combination), which has an indefinite life.

Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets subject to amortization as of December 31, 2017 are as follows:

 

Intangible Asset

   Useful
Lives,
Years
     Gross Value      Accumulated
Amortization
    Net Book
Value
     Weighted
Average
Remaining
Life, Years
 

Trademarks

     6-15      $ 5,550      $ (105   $ 5,445        12.1  

Developed technology

     6-10        29,100        (729     28,371        9.6  

Customer relationships

     5        18,300        (872     17,428        4.8  
     

 

 

    

 

 

   

 

 

    
                   $ 52,950      $ (1,706   $ 51,244                  
     

 

 

    

 

 

   

 

 

    


AR Topco, LLC and Subsidiaries

(in thousands)

  14

 

The Company recorded $1,706 of amortization expense related to intangible assets for the period from October 5, 2017 to December 31, 2017. Based on the current amount of finite-lived intangible assets as of December 31, 2017, amortization during the next five years and thereafter is estimated to be as follows:

 

Year Ending

      

December 31, 2018

   $ 6,998  

December 31, 2019

     6,998  

December 31, 2020

     6,998  

December 31, 2021

     6,998  

December 31, 2022

     6,126  

Thereafter

     17,126  
  

 

 

 
   $ 51,244  
  

 

 

 

The Company reviews intangible assets when potential indicators of impairment exist. No impairment was recorded for the period from October 5, 2017 to December 31, 2017.

 

6

Debt

Term Loan

On October 3, 2017, the Company, through its wholly-owned subsidiaries AR Intermediate LLC, AR Midco LLC and AppRiver, entered into a Credit Agreement with a lender for $30,000, the proceeds of which were used to finance the AppRiver Acquisition which occurred on October 5, 2017 (see Note 3), which is when the loan funded. This term loan matures on October 5, 2023 and bears interest at the rate of either a Eurodollar rate or the Alternative Base Rate (the “ABR”), as elected by the Company each quarter (the “Interest Period”). The ABR is the greater of either the Prime Rate, the US Federal Funds Effective Rate or an Adjusted LIBOR rate, as defined in the Credit Agreement, plus a margin of 3.75%, and subject to a floor of 2.00%. The Eurodollar rate is calculated as the (a) applicable LIBOR for such Interest Period multiplied by (b) the Statutory Reserve Rate, plus a margin of 4.75%, and subject to a floor of 1.00%. The default rate is the ABR. The interest rate in effect as of December 31, 2017 is 8.25%. Interest payments are due on the last day of each of March, June, September and December with the first payment paid on December 31, 2017. Principal payments of 0.25% of the original loan amount are due on the same day as the interest payments, with the first principal payment also due December 31, 2017. The balance outstanding as of December 31, 2017 is $29,925. The Credit Agreement is secured by a lien on all our assets.

Line of Credit

The Company has a $5,000 revolving line of credit facility (the “Revolver”) provided by the same lender under the Credit Agreement explained above. As of December 31, 2017, there are no amounts outstanding under the Revolver. All amounts outstanding under the Revolver become due and payable on October 5, 2023.

The following is a summary of our debt and borrowing arrangements as of December 31, 2017:

 

     Interest
Rate
    2017  

Term loan

     8.25 %     29,925  
       29,925  

Less: Unamortized deferred financing costs

       (769
    

 

 

 

Total debt obligations

                  $ 29,156  
    

 

 

 

Less current portion:

    

Term loan

     $ 300  
    

 

 

 

Total long-term debt obligations

                  $ 28,856  
    

 

 

 


AR Topco, LLC and Subsidiaries

(in thousands)

  15

 

Our scheduled debt principal payments as of December 31, 2017 are as follows:

 

     Principal Payments  
     Term Loan      Revolver      Total  

December 31,2018

   $ 300      $ —        $ 300  

December 31,2019

     300        —          300  

December 31,2020

     300        —          300  

December 31,2021

     300        —        300  

December 31,2022

     300        —          300  

Thereafter

     28,425        —          28,425  
  

 

 

    

 

 

    

 

 

 

Totals

   $ 29,925      $ —        $ 29,925  

The Credit Agreement contains various provisions, including compliance with certain financial covenants. AppRiver is in compliance with all debt covenants, other than covenants requiring delivery of completed auditor’s reports by May 30, 2018. The lender granted a waiver and extended the time for completion of such report and those covenants have already been satisfied or are being satisfied by the delivery of this report.

On October 9, 2018, the Credit Agreement was amended to provide the Company with additional term loans in an aggregate principal amount of $44,000. The additional amounts were used to finance the Total Defense acquisition (see Note 12).

In connection with the sale of the Company (see Note 12), the outstanding balances under the Credit Agreement were paid in full on February 20, 2019.

Debt Financing Costs

In connection with the origination and closing of the Credit Agreement in October 2017, the Company incurred $802 of debt financing costs comprised of closing fees paid to the Lenders and fees paid to attorneys for legal advice. These fees are being amortized to interest expense over the life of the Credit Agreement and are presented in our accompanying consolidated balance sheet as a reduction in the balance of the related note payable. Amortization of $33 was recorded for the period ended October 5, 2017 to December 31 2017. Accumulated amortization was $33 as of December 31, 2017. Future amortization expense is expected to be $134 for each of the next five years and $99 in the final year.

The Company does not have any capitalized leases or any other debt-like arrangements or agreements.

 

7

Preferred Units

As part of the AppRiver Acquisition (see Note 3), the Company issued Series A Preferred Units. AppRiver Marlin TopCo, LP purchased 87.26% of the total units for $89,038 and AppRiver Holdings, LLC rolled over 12.74% of the total units or $13,000 of fair value. The Series A Preferred units are not a mandatorily redeemable financial instrument and do not contain a conversion option.

The Series A Preferred Return represents a return of 12% per annum, compounded on a 3% quarterly basis on such Series A member’s unreturned capital contributions calculated from the time of each capital contribution of such Series A member. These returns are subject to Board of Members approval and declaration. As of December 31, 2017, there was $2,927 of undeclared returns.


AR Topco, LLC and Subsidiaries

(in thousands)

  16

 

8

Profits Interest Plan

The Company, through its subsidiary, AppRiver Management Holding LLC, provides long-term incentive awards to certain key employees and executives. The Company has created a profits interests plan for the benefit of certain employees, officers and directors (“Grantees”) to further align the Grantees’ interests with those of Company’s limited partners. The profits interests are for non-voting Series B common units (“Units”).

Grantees must execute a joinder to the Company’s operating agreement making the participant and its successors and transferees bound as a member by the operating agreement and must file an Internal Revenue Code Section 83(b) election. The profits interests are subject to continued employment or engagement services and vest as defined in the agreement, typically over a five-year service period including a one-year cliff vesting of 20%. Unless otherwise provided in an applicable profits award agreement, upon termination, expiration or other cessation of a Grantee’s employment or engagement provided for any reason or no reason, at the election of Marlin Equity IV, LP, in its sole discretion, such Grantee’s units (other than unvested units, which will be forfeited) shall be subject to redemption by the Company.

The profits interests shall participate in any appreciation of the Company’s equity value after the effective date, and the participants represent that they understand that the profits interests are an investment with risk.

Management accounts for the profits interests under ASC 718. The directors of the Company approved the grant of 4,714 Units under the Profits Interest Plan to certain members of the Company’s management team as of October 5, 2017. The profits interest units had an estimated fair value of $0.13 per unit resulting in compensation expense that was not material to the consolidated statement of comprehensive loss. None of the profit interest units granted were vested as of December 31, 2017.

 

9

Employee Benefit Plan

The Company sponsors a 401(k) retirement plan (the Plan) covering substantially all of our U.S based employees who meet certain eligibility requirements. Participants may contribute any portion of their annual compensation up to the maximum amount established by the Internal Revenue Service for each calendar year. The terms of the Plan provide that the Company matches 100% of the first 3% of participants’ contributions and 50% of the next 2% of participants’ contributions. The Company’s matching contributions to the Plan amounted to $122 for the period from October 5, 2017 to December 31, 2017. The Company also made a discretionary profit sharing contribution of $150 for the period from October 5, 2017 to December 31, 2017.

 

10

Related-party Transactions

We conduct business with other companies or individuals who are considered related parties.

Through the AppRiver Acquisition, the Company acquired a long-term lease for office space for which the landlord is a management company that is partially owned by two of the members of Holdings. The lease expires June 30, 2024. Each of the two members owns approximately 40% of the management company as of December 31, 2017. As the present value of the current and future contract lease obligations under this lease agreement was greater than the estimated market lease rates over the term of the lease, as measured as of the closing date of the AppRiver Acquisition, a liability was recognized as part of the AppRiver Acquisition purchase price allocation. This liability will be charged against rent expense on a pro rata basis during the remaining term of the lease agreement. For the period from October 5, 2017 to December 31, 2017, the Company’s rent expense for the office space was $206.

We have a management services agreement with Marlin for management consulting and advisory services. We incurred $2,134 of transaction advisory fees which are included in selling, general and administrative expenses in the consolidated statement of comprehensive loss. We also incurred $118 of out-of-pocket costs, primarily to reimburse Marlin for fees and travel expenses paid to consultants Marlin incurred on our behalf, and $300 of recurring management fees to Marlin, both of which are included in the line item selling, general and administrative expenses in the consolidated statement of comprehensive loss. Total fees, expenses and reimbursement costs incurred to Marlin during the period from October 5, 2017 to December 31, 2017 were $419, of which the Company paid Marlin $358 during this period. The Company’s payable to Marlin as of December 31, 2017 is $61 and is recorded in accounts payable in the consolidated balance sheet. The recurring management fee is calculated as a percentage of revenue, payable to Marlin quarterly, or as otherwise restricted by our Credit Agreement.


AR Topco, LLC and Subsidiaries

(in thousands)

  17

 

11

Commitments and Contingencies

Operating Leases

The Company leases equipment and office space under several lease agreements which expire through 2024. The monthly obligation ranges between $1 to $69 during the periods presented. The future minimum rental payments, which includes related party leases (see Note 10), are as follows:

 

$ in thousands

      

2018

   $ 899  

2019

     909  

2020

     854  

2021

     760  

2022

     783  
  

 

 

 
   $ 4,205  
  

 

 

 

Rent expense totaled $231 for period from October 5, 2017 to December 31, 2017.

Sales Tax Payable/Receivable

The Company has determined that a sales tax nexus exists in multiple states. The Company entered into a Voluntary Disclosure agreement with those states and recorded a liability for estimated sales taxes. The Company has also recorded a receivable for the corresponding amounts due from its customers to whom it concluded sales without withholding any required sales tax and believes it is probable the receivable amount will be collected. The receivable of $1,015 is included in receivables, net and the payable of $1,154 is included in accrued expenses on the consolidated balance sheet as of December 31, 2017. An escrow of $1,500 was established for the VDA process in connection with the business combination (see Note 3) since the buyers did not assume this liability.

 

12

Subsequent Events

The Company has evaluated conditions through May 8, 2019 for any subsequent events, which would require disclosure.

Roaring Penguin Acquisition

On March 24, 2018, the Company, through its wholly-owned subsidiary AppRiver, acquired 100% of the outstanding shares of Roaring Penguin Software, Inc., a company incorporated in the province of Ontario, Canada for a base purchase price of approximately $1,705 ($2,200 Canadian dollars) (“RP Acquisition”).

The RP Acquisition was accounted for using the acquisition method of accounting. Accordingly, the purchase price has been preliminarily allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on estimated fair values at the acquisition date. The purchase price includes (i) $233 of consideration relating to an earn-out arrangement based on recurring revenue earned for the period falling 13 to 24 months (inclusive) after the closing date, as compared to recurring revenue from the same customers for the 12 month period ended December 31, 2017 (“Earn-Out”), and (ii), $423 of consideration that has been held back in lieu of escrow and may be paid to the sellers, post-closing, pending the outcome of some potential future payments the Company may have to make for which the sellers remain liable (“Hold-Back”). Both amounts represent the Company’s estimates of the fair value of these liabilities as of the acquisition date.

The initial accounting for the business combination is not yet completed. The Company will provide details of the allocation of the purchase price to the fair value of the assets acquired and the liabilities assumed when these amounts have been finalized.

Total Defense Acquisition

On October 9, 2018, the Company, through its wholly-owned subsidiary AppRiver, acquired 100% of the outstanding shares of Total Defense, Inc., a company incorporated in the state of Delaware, United States of America, for a base purchase price of approximately $10,000 (“TD Acquisition”).


AR Topco, LLC and Subsidiaries

(in thousands)

  18

 

The TD Acquisition was accounted for using the acquisition method of accounting. Accordingly, the purchase price has been preliminarily allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on estimated fair values at the acquisition date. The purchase price includes $1,000 of consideration relating to an earn-out arrangement based on EBITDA earned for the period from January 1, 2018 to December 31, 2018 (“TD Earn-Out”). The TD Earn-Out amount represents the Company’s estimate of the fair value of this liability as of the acquisition date. In February 2019, $960 was paid in full settlement of the TD Earn-Out liability.

The initial accounting for the business combination is not yet completed. The Company will provide details of the allocation of the purchase price to the fair value of the assets acquired and the liabilities assumed when these amounts have been finalized.

Sale to Zix Corporation

On February 20, 2019, Zix Corporation (a public entity) acquired 100% of the issued and outstanding equity interests of the Company for $275,000, less outstanding Company indebtedness at the time of closing and certain accrued items and unpaid transaction expenses, and subject to a working capital adjustment.

Exhibit 99.5

Consolidated Financial Statements

AR Topco, LLC and Subsidiaries

As of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and September 30, 2017


AR Topco, LLC and Subsidiaries   

 

Table of contents

 

Consolidated financial statements:

  

Consolidated balance sheets

     2  

Consolidated statements of comprehensive loss

     3  

Consolidated statements of changes in members’ equity

     4  

Consolidated statements of cash flows

     5  

Notes to consolidated financial statements

     6-14  


AR Topco, LLC and Subsidiaries    2

 

Consolidated Balance Sheets

(in thousands)

 

     Successor  
     September 30, 2018     December 31, 2017  
ASSETS     

Current Assets

    

Cash and cash equivalents

   $ 7,936     $ 5,967  

Receivables, net

     7,072       6,162  

Prepaid expenses and other current assets

     555       489  
  

 

 

   

 

 

 

Total current assets

     15,563     $ 12,618  
  

 

 

   

 

 

 

Non-current Assets

    

Property and equipment, net

     2,281       2,624  

Goodwill

     75,983       75,400  

Intangibles, net

     48,256       51,244  

Other assets

     257       255  
  

 

 

   

 

 

 

Total non-current assets

     126,777       129,523  
  

 

 

   

 

 

 

Total Assets

   $ 142,340     $ 142,141  
  

 

 

   

 

 

 
LIABILITIES AND MEMBERS’ EQUITY     

Current Liabilities

    

Accounts payable

   $ 7,480     $ 5,561  

Accrued expenses

     4,952       5,504  

Deferred revenue

     9,617       6,925  

Current portion of long-term debt

     300       300  
  

 

 

   

 

 

 

Total current liabilities

     22,349       18,290  
  

 

 

   

 

 

 

Non-current Liabilities

    

Long-term debt, net of current portion

     28,732       28,856  

Other long-term liabilities, non-current

     296       378  
  

 

 

   

 

 

 

Total non-current liabilities

     29,028       29,234  
  

 

 

   

 

 

 

Members’ Equity

    

Series A Preferred Units

     102,038       102,038  

Series B Common Units

     —         —    

Accumulated deficit

     (11,073     (7,425

Accumulated other comprehensive income

     (2     4  
  

 

 

   

 

 

 

Total members’ equity

     90,963       94,617  
  

 

 

   

 

 

 

Total Liabilities and Members’ Equity

   $ 142,340     $ 142,141  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AR Topco, LLC and Subsidiaries    3

 

Consolidated Statements of Comprehensive Loss

(in thousands)

 

     Successor           Predecessor  
     Three Months Ended
September 30, 2018
    Nine Months Ended
September 30, 2018
          Three Months Ended
September 30, 2017
    Nine Months Ended
September 30, 2017
 

Net Revenues

   $ 22,665     $ 63,488          $ 19,589     $ 57,937  

Cost of Revenues

     12,314       36,291            10,496       31,206  
  

 

 

   

 

 

        

 

 

   

 

 

 

Gross Profit

     10,351       27,197            9,093       26,731  
 

Operating Expenses

             

Research and development

     2,451       6,878            1,960       5,754  

Selling, general and administrative

     7,977       22,327            5,401       15,323  
  

 

 

   

 

 

        

 

 

   

 

 

 

Total operating expenses

     10,428       29,205            7,361       21,077  
 

Operating Income (Loss)

     (77     (2,008          1,732       5,654  
 

Other Expense

             

Interest expense

     (533     (1,533          (86     (158

Other Income / (expense)

     7       (9          (3     (2
  

 

 

   

 

 

        

 

 

   

 

 

 

Total other expense

     (526     (1,542          (89     (160
 

Income tax expense

     (51     (98          (1     (9
  

 

 

   

 

 

        

 

 

   

 

 

 

Net Income / (Loss)

   $ (654   $ (3,648        $ 1,642     $ 5,485  
  

 

 

   

 

 

        

 

 

   

 

 

 

Other comprehensive income, net of tax

             

Foreign currency translation adjustment

     —         (6          —         —    
  

 

 

   

 

 

        

 

 

   

 

 

 

Other comprehensive income

     —         (6          —         —    
  

 

 

   

 

 

        

 

 

   

 

 

 

Comprehensive Income / (Loss)

   $ (654   $ (3,654        $ 1,642     $ 5,485  
  

 

 

   

 

 

        

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AR Topco, LLC and Subsidiaries    4

 

Consolidated Statements of Changes in Members’ Equity

(in thousands)

 

Predecessor

                  

In thousands

   Series A
Preferred
Units
     Series A
Preferred
Units
     Series B
Common
Units
     Series B
Common
Units
     Accumulated
Deficit
    Accumulated Other
Comprehensive
Income
    Total
Members’
Equity
 

Balance, January 1, 2017

     —        $ —        $ —        $ 388      $ (2,176   $ (34   $ (1,822
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Capital contributions from owner

                     —    

Net income (loss)

                 5,485         5,485  

Distributions

                 (1,430       (1,430

Options exercised at $6 per unit

              600            600  

Other comprehensive income

                   —         —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, September 30, 2017

     —        $ —        $ —        $ 988      $ 1,879     $ (34   $ 2,833  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Successor

                  

In thousands

   Series A
Preferred
Units
     Series A
Preferred
Units
     Series B
Common
Units
     Series B
Common
Units
     Accumulated
Deficit
    Accumulated Other
Comprehensive
Income
    Total
Members’
Equity
 

Balance, January 1, 2018

     102,038      $ 102,038        102,038      $  —        $ (7,425   $ 4     $ 94,617  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Capital contributions from owner

                     —    

Net income (loss)

                 (3,648       (3,648

Other comprehensive income

                   (6     (6
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, September 30, 2018

     102,038      $ 102,038        102,038      $ —        $ (11,073   $ (2   $ 90,963  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


AR Topco, LLC and Subsidiaries    5

 

Consolidated Statement of Cash Flows

For the Periods from January 1, 2018 to September 30, 2018 and January 1, 2017 to September 30, 2017 (Continued)

(in thousands)

 

     Successor         Predecessor  
     Nine months ended
September 30, 2018
        Nine months ended
September 30, 2017
 

Operating Activities

      

Net (Loss) / Income

   $ (3,648     $ 5,485  

Adjustments to reconcile net loss to net cash provided by operating activities:

      

Depreciation and amortization

     5,066         601  

Amortization of debt financing costs

     101         34  

Changes in operating assets and liabilities, net of acquisition-related assets and liabilities:

      

Receivables

     (786       (633

Prepaid expenses and other current assets

     (62       (4,144

Accounts payable

     1,207         1,570  

Deferred revenue

     2,517         341  

Accrued expenses

     (552       (1,050
  

 

 

     

 

 

 

Net Cash Provided By Operating Activities

     3,843         2,204  
  

 

 

     

 

 

 

Investing Activities

      

Purchases of property and equipment

     (367       (737

Payment for Roaring Penguin acquisition, net of $116 cash acquired

     (1,276       —    
  

 

 

     

 

 

 

Net Cash (Used In) Investing Activities

     (1,643       (737
  

 

 

     

 

 

 

Financing Activities

      

Proceeds from long-term debt

     —           3,500  

Repayment of long-term debt

     (225       (414

Distributions

     —           (1,430
  

 

 

     

 

 

 

Net Cash Provided By / (Used In) Financing Activities

     (225       1,656  
  

 

 

     

 

 

 

Effect of exchange rate changes on cash

     (6       39  

Net Increase in Cash and Cash Equivalents

     1,969         3,162  
 

Cash and Cash Equivalents - Beginning of Period

     5,967         5,612  
  

 

 

     

 

 

 

Cash and Cash Equivalents - End of Period

   $ 7,936       $ 8,774  
  

 

 

     

 

 

 

Supplemental Cash Flow Disclosures:

      

Cash paid for interest

   $ 1,533       $ 158  
 

Non-Cash Investing and Financing Activities:

      

Advances to members for options exercised

   $ —         $ 600  


AR Topco, LLC and Subsidiaries

(in thousands)

   6

 

Notes to consolidated financial statements

 

  1

Nature of Business

AR Topco, LLC (the “Company”, “we”, “our” and “us”) was incorporated in the state of Delaware on September 7, 2017 to receive, acquire and own 100% of the membership interests in AppRiver LLC (“AppRiver”), an operating company incorporated in the state of Florida.

AR Topco, LLC is owned by AppRiver Marlin Topco, L.P. (87.26%), a limited partnership incorporated in the state of Delaware, and AppRiver Holdings LLC (12.74%), an S-corporation incorporated in the state of Florida. AppRiver Marlin Topco, L.P. is wholly-owned by affiliates of Marlin Equity Partners (“Marlin”), a private equity firm based in the United States. All references to Marlin throughout these notes refer collectively to Marlin Equity Partners and those affiliates.

AppRiver Holdings LLC (“Holdings”) is owned by the former members of AppRiver, who contributed 100% of their membership interests in AppRiver to Holdings. On September 14, 2017, Holdings entered into a Membership Interests Purchase Agreement by which it effectively sold 100% of its membership interests in AppRiver to AppRiver Marlin Topco, L.P. (see Note 3). This purchase and sale, hereinafter referred to as the “AppRiver Acquisition”, closed on October 5, 2017, which is when we commenced operations. We did not engage in any significant operating activities between the date of our incorporation and the closing of the AppRiver Acquisition on October 5, 2017. Concurrent with the AppRiver Acquisition, Holdings acquired from AppRiver Marlin Topco, L.P. a 12.74% interest in the Company.

AppRiver is based in Gulf Breeze, Florida and provides email security solutions to businesses, including protection from spam, viruses, and internet malware. In order to provide these services, AppRiver maintains a significant vendor relationship. AppRiver expects to maintain this relationship.

AppRiver operates in Europe through its wholly-owned subsidiaries AppRiver AG, a Swiss company (hereinafter referred to as “AG”) and AppRiver AG Spain SL, a Spanish company (hereinafter referred to as “SLU”).

In addition, AppRiver owns 50% of ARM Research Labs, Inc. ARM is a privately funded research and development group created to develop solutions through advanced technologies. The investment in ARM is recorded using the equity method of accounting, which requires the Company to record its pro rata share of ARM’s profits and losses by adjusting the carrying value of its investment in ARM, which is included in other income/(expense) in the consolidated statement of comprehensive loss.

AppRiver is based in Gulf Breeze, Florida and provides email security solutions to businesses, including protection from spam, viruses, and internet malware. In order to provide these services, AppRiver maintains a significant vendor relationship. AppRiver expects to maintain this relationship.

AppRiver operates in Europe through its wholly-owned subsidiaries AppRiver AG, a Swiss company (hereinafter referred to as “AG”) and AppRiver AG Spain SL, a Spanish company (hereinafter referred to as “SLU”). In addition, AppRiver owns 50% of ARM Research Labs, Inc.

 

  2

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in conformity with generally accepted accounting principles of the United States of America (US GAAP). The consolidated financial statements include accounts of AR Topco, LLC’s subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.

Predecessor and Successor Reporting

Prior to October 5, 2017, the consolidated financial statements that represented AppRiver’s business includes the accounts of AppRiver, LLC (AppRiver), AppRiver AG (AG) and AppRiver AG Spain, SL (SLU). Upon completion of the AppRiver Acquisition on October 5, 2017 (“AppRiver Acquisition Date”), Marlin acquired 100% of the issued and outstanding voting interests of the AR Topco, LLC and its subsidiaries, including AppRiver, LLC. The transaction was accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 805, Business Combinations. Operations and financial reporting continue to be maintained at the AppRiver, LLC level. The push down accounting was applied in which assets and liabilities of AR Topco, LLC and its subsidiaries were recorded at their perspective fair value as of the AppRiver Acquisition Date. Please see Note 3 for further discussion.

AR Topco, LLC’s consolidated statement of comprehensive loss subsequent to the AppRiver Acquisition includes amortization and depreciation expense based on the fair value of AR Topco, LLC’s intangible assets and property and equipment. In addition, effective with the AppRiver Acquisition, the consolidated financial statements of the AppRiver business was prepared for AR Topco, LLC and its subsidiaries instead of AppRiver LLC and subsidiaries prior to the AppRiver Acquisition. Therefore, AppRiver’s financial information prior to the AppRiver Acquisition is not comparable to its financial information subsequent to the AppRiver Acquisition.

Due to the impact of push down accounting, the financial statements and certain note presentations were separated by a “black line” division into two distinct periods, the period before the consummation of the AppRiver Acquisition (labeled Predecessor) and the period after that date (labeled Successor), to indicate the application of different basis of accounting between the periods presented.


AR Topco, LLC and Subsidiaries

(in thousands)

   7

 

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant judgments and estimates relate to provisions for customers’ allowances, income taxes, contingencies, determining the fair value of acquired assets and liabilities in the business combination and assessing the impairment of goodwill and long-lived assets. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of currency, demand deposits, any investments with an original maturity of 90 days or less and all Credit and Debit card transactions that settle in less than seven days. Credit card receivables included in cash and cash equivalents at September 30, 2018 and December 31, 2017 was $449 and $486 respectively. These are considered cash equivalents because they are both short term and highly liquid in nature. The Company deposits its cash in what management believes are high credit quality financial institutions. The balance, at times, may exceed federally insured limits and may be held at financial institutions outside of the United States of America.

Accounts Receivable

Accounts receivable are due from customers for services provided and are presented at face value, net of an allowance for doubtful accounts. Management analyzes historical bad debts, current economic trends, and changes in the customer’s payment tendencies when evaluating the allowance for doubtful accounts. The allowance at September 30, 2018 and December 31, 2017 for the Successor was $100. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. The Company does not charge interest on past due receivables.

Property and Equipment

Property and equipment are recorded at cost and depreciated by the straight-line method over the lesser of the estimated useful life or the lease term. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income or expense for the period. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Estimated useful lives for both the Predecessor and Successor are generally as follows:

 

     Estimated Life

Computer and office equipment

   4 years

Furniture and fixtures

   10 years

Software

   3 years

Leasehold Improvements

   Shorter of estimated

useful life or lease term

Revenue Recognition

The Company’s revenues are derived primarily from providing software services under subscription agreements. The revenue is recognized ratably over the contract term commencing with the date that service is made available to the customer and all other revenue recognition criteria have been satisfied. For subscriptions extending past the fiscal year, revenues are deferred until earned in the subsequent period. Included in accounts receivable in the consolidated balance sheet at September 30, 2018 for the Successor is $780 of unbilled revenue. Included in accounts receivable in the consolidated balance sheet at December 31, 2017 is $417 of unbilled revenue.

Deferred Revenues

Deferred revenues primarily consist of billings or payments received in advance of revenue recognition from the subscription services described above and is recognized as the revenue recognition criteria are met.

Cost of Revenues

Cost of revenues includes hosting costs, licensing fees, salaries and benefits for support personnel, merchant fees and depreciation and amortization related to property and equipment delivery services.

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising expenses for the three and nine month periods ending September 30, 2018 for the Successor were $354 and $1,878 respectively. Advertising expenses for the three and nine month periods ending September 30, 2017 for the Predecessor were $445 and $1,439 respectively.

Income Taxes

The Predecessor elected to be treated as an S Corporation (i.e. a pass-through entity) for U.S. federal and state income tax purposes. All income or losses of the Predecessor passed directly to the individual members. Consequently, taxes based on income or loss of the U.S. S Corporation were primarily the responsibility of the individual members. The Successor is a wholly-owned disregarded entity owned by Zix Corp and is classified as a Partnership (i.e., a pass-through entity) for U.S. federal and state income tax purposes. All income or losses of the Company pass directly to its partners. Consequently, taxes based on income or loss of the U.S. partnership are primarily the responsibility of the individual partners.

The Company operates subsidiaries in Switzerland and Spain which are subject to tax in their respective countries. For U.S. tax purposes both entities are treated as controlled foreign corporations and their taxable income or loss does not pass through to the Company. For the three and nine month periods ending September 30, 2018, the Successor recorded $51 and $98 respectively of current tax expense with respect to the foreign subsidiaries. For the three and nine month periods ending September 30, 2017, the Predecessor recorded and $1 and $9 respectively. There are no deferred tax assets or liabilities at September 30, 2018 or December 31, 2017.


AR Topco, LLC and Subsidiaries

(in thousands)

   8

 

The Company currently believes that no reserve is necessary for uncertain tax positions. However, no assurance can be given that the final tax outcome of these matters will not be different. To the extent that the final tax outcome is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.

The Company is not currently under examination by any taxing jurisdiction. In the event of any future tax assessments, the Company has elected to record the income taxes and any related interest and penalties as income tax expense on the Company’s consolidated statement of comprehensive loss.

Foreign Currency Transactions

The functional currency of the Company’s foreign subsidiaries is the local currency in the country in which the subsidiary is located. Transactions denominated in currencies other than an entity’s functional currency are remeasured into the entity’s functional currency at the exchange rate in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet date. Translation gains and losses are included as a separate component of member’s equity. Foreign currency transaction gains and losses are recognized in Other Expense in the consolidated statement of comprehensive loss.

Neither foreign currency exchange losses nor unrealized losses for the three and nine month periods ending September 30, 2018 and 2017, were material to the Successor’s or Predecessor’s financial results.    

Fair Value Measurements

Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants. The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their respective fair values due to their relatively short period of time to maturity.

Intangible Assets

Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives and reviewed for impairment when indicators of impairment exist, such as a significant decline in demand for our products and underlying technology and reduced product margins indicating declining operating performance or cash flows. The estimated useful lives of these assets are evaluated to determine if a change in an estimate is required. The remaining carrying value of the asset is amortized prospectively over the remaining adjusted useful life of the asset. The review for potential impairment and change in estimated useful lives requires us to use estimates and judgments of future cash flows, consistent with plans and estimates we use to manage related product cash flows.

Impairment of Long-Lived Assets

Our long-lived assets are reviewed for impairment when events or changes in business conditions indicate that their carrying value may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the estimated undiscounted future cash flows the assets are expected to generate. If our long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its market value.

Goodwill

Goodwill represents the purchase price in excess of fair values assigned to the underlying net tangible and identifiable intangible assets of acquired businesses.

We evaluate the goodwill for impairment annually in the fourth quarter, or when there is reason to believe that the value has been diminished or impaired. Evaluations for possible impairment are based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned, versus the sum of the carrying value of the assets and liabilities of that unit including the assigned goodwill value. We include our entire Company as the reporting unit. The fair values used in this evaluation are estimated based on the value of the company, which is determined on an annual basis. Impairment is deemed to exist if the net book value of the unit exceeds its estimated fair value. No impairment was recorded for any of the periods presented.

Deferred Financing Costs

Costs incurred in connection with originating long-term debt have been capitalized and are classified in the accompanying consolidated balance sheet as a reduction of the long-term note payable balance to which those costs relate. These deferred financing costs are being amortized over the life of the underlying debt obligation utilizing the straight-line method, which approximates the effective interest method. Amortization of deferred financing costs is included in the line item Interest Expense in the accompanying consolidated statement of comprehensive loss.

Recent Accounting Pronouncements

During May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU No. 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. During 2015 and 2016, the FASB also issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09; ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations in Topic 606; ASU No. 2016-10, “Identifying Performance Obligations and Licensing”, which clarifies the identification of performance obligations and the licensing implementation guidance; ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients” and ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606”, which both affect narrow aspects of Topic 606. Topic 606 (as amended) is effective for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company may elect to apply the guidance earlier, but no earlier than fiscal years beginning after December 15, 2016. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently assessing the effect that Topic 606 (as amended) will have on its consolidated results of operations, financial position and cash flows and does not expect the adoption to have a material impact.


AR Topco, LLC and Subsidiaries

(in thousands)

   9

 

During February 2016, the FASB issued ASU No. 2016-02, “Leases.” ASU No. 2016-02 was issued to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset (as defined). ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, with earlier application permitted. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently assessing the effect that ASU No. 2016-02 will have on its consolidated results of operations, financial position and cash flows.

During January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU No. 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU No. 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the effect that ASU No. 2016-02 will have on its consolidated results of operations, financial position and cash flows.

 

  3

Business Combination

AppRiver Acquisition

As mentioned in Note 1 – Nature of Business, on October 5, 2017, the Company acquired, through its wholly-owned subsidiary AppRiver MidCo LLC (“MidCo”), 100% of the membership interests of AppRiver for a purchase price of $130,000, plus net adjustments of $2,000. In 2018, Marlin paid an additional $865. The purchase price was funded with third party debt of $30,000, capital contributions from Marlin of $89,000 and from $13,000 of equity contributed by members of the Seller. This transaction is hereinafter referred to as “the AppRiver Acquisition.”

The AppRiver Acquisition was accounted for using the acquisition method of accounting. Accordingly, the purchase price was allocated, as shown in the table below, to identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date.

 

     Fair Value  

Assets

  

Accounts receivable

   $ 6,902  

Sales tax escrow and receivable

     1,740  

Cash and other current assets

     1,054  

Long-term assets

     254  

Property and equipment

     2,770  

Goodwill

     75,400  

Acquired intangible assets, net

     52,950  
  

 

 

 

Total Assets Acquired

   $ 141,070  
  

 

 

 

Liabilities

  

Accounts payable

   $ 2,796  

Sales tax liability

     1,740  

Deferred revenues

     6,462  

Other accrued liabilities

     3,386  
  

 

 

 

Total Liabilities Acquired

   $ 14,384  
  

 

 

 

Net Assets Acquired

   $ 126,686  
  

 

 

 

The excess of the cost of the AppRiver Acquisition over the fair values of the net tangible and intangible assets acquired – which included $5,550 of trademarks and $29,100 of developed technologies, $18,300 of customer lists, net of $391 for an unfavourable acquired leasehold interest - was recorded as Goodwill. Goodwill recognized is primarily attributable to estimated future growth of the Company.

The Company incurred approximately $3,914 of acquisition related costs for certain legal, financial and management consulting services from various consulting firms which has been included in General and administrative expenses on the accompanying consolidated statement of comprehensive loss. The Company also incurred debt financing costs of $802 (see Note 6).

Roaring Penguin Acquisition

On March 26, 2018, the Company, through its wholly-owned affiliate AppRiver, acquired 100% of the outstanding shares of Roaring Penguin Software, Inc., a company incorporated in the province of Ontario, Canada for a base purchase price of approximately $1,705 ($2,200 Canadian dollars). The acquisition is hereinafter referred to as “the RP Acquisition.”                


AR Topco, LLC and Subsidiaries

(in thousands)

   10

 

The RP Acquisition was accounted for using the acquisition method of accounting. Accordingly, the purchase price has been preliminarily allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on estimated fair values at the acquisition date. The purchase price includes (i) $233 of consideration relating to an earn-out arrangement based on recurring revenue earned for a period for the period falling 13 to 24 months (inclusive) after the closing date, as compared to recurring revenue from the same customers for the 12 month period ending December 31, 2017 (the “Earn-Out”), and (ii), $411 of consideration that has been held back in lieu of escrow and may be paid to the sellers, post-closing, pending the outcome of some potential future payments the Company may have to make for which the sellers remain liable (the “Hold-Back”). Both amounts represent our estimates of the fair value of these liabilities as of the acquisition date.

 

     Provisional
Fair Value
 

Cash and cash equivalents

   $ 116  

Accounts receivable and other current assets

     124  

Other current assets

     6  

Intangible assets

     1,450  
  

 

 

 

Total assets acquired

     1,696  
  

 

 

 

Accounts payable and other accrued liabilities

     712  

Deferred revenue

     175  
  

 

 

 

Total liabilities acquired

     887  
  

 

 

 

Net assets acquired

     809  

Total Purchase Price

     1,392  
  

 

 

 

Goodwill

   $ 583  
  

 

 

 

The initial accounting for the business combination is not yet completed. The table above reflects the Company’s current estimates for consideration paid and the assets acquired and liabilities assumed related to the RP Acquisition based on information available as of the acquisition date.

For tax purposes, the goodwill expected to be deductible for tax purposes for the AppRiver and Roaring Penguin acquisitions is $86,819.

 

  4

Property and Equipment

Property and equipment consisted of the following at September 30, 2018:

 

     Successor  
     September 30, 2018      December 31, 2017  

Leasehold improvements

   $ 554      $ 371  

Computer and office equipment

     2,267        2,022  

Furniture and fixtures

     373        373  

Purchased software for internal use

     24        86  
  

 

 

    

 

 

 

Total property and equipment

     3,218        2,852  

Accumulated Deprecation

     (937      (228
  

 

 

    

 

 

 

Property and equipment, net

   $ 2,281      $ 2,624  
  

 

 

    

 

 

 

For the three and nine month periods ending September 30, 2018, depreciation expense for the Successor was recorded in the amounts of $243 and $710 respectively. For the three month period, $78 of the depreciation expense is included in Cost of revenues and $165 is included in Depreciation and amortization expense as appropriate in the accompanying consolidated statement of comprehensive loss. For the nine month period, $183 and $527 of depreciation expense was included in Cost of revenues and Depreciation and amortization expense respectively.

For the three and nine month periods ending September 30, 2017, depreciation expense for the Predecessor was recorded in the amounts of $185 and $601 respectively. For the three month period, $57 of the depreciation expense is included in Cost of revenues and $128 is included in Depreciation and amortization expense as appropriate in the accompanying consolidated statement of comprehensive loss. For the nine month period, $237 and $364 of depreciation expense was included in Cost of revenues and Depreciation and amortization expense respectively.

 

  5

Goodwill and Intangible Assets

Goodwill

Goodwill of $75,983 arose from the AppRiver and Roaring Penguin acquisitions (see Note 3 – Business Combination). Goodwill was 53.1% of total assets as of September 30, 2018. The Predecessor did not have goodwill as of September 30, 2017.

We evaluate the goodwill for impairment annually in the fourth quarter, or when there is reason to believe that the value has been diminished or impaired. Evaluations for possible impairment are based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned, versus the sum of the carrying value of the assets and liabilities of that unit including the assigned goodwill value. We include our entire Company as the reporting unit. The fair values used in this evaluation are estimated based on the value of the company, which is determined on an annual basis. Impairment is deemed to exist if the net book value of the unit exceeds its estimated fair value. No impairment was recorded for any of the periods presented.


AR Topco, LLC and Subsidiaries

(in thousands)

   11

 

Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets subject to amortization at September 30, 2018 for the Successor are as follows:

 

Intangible Asset

   Useful Life, Years    Gross Value      Accumulated
Amortization
    Net Book
Value
     Weighted
Average
Remaining
Life, Years
 

Trademarks

   3-15    $ 5,600      $ (415   $ 5,185        12.6  

Developed Technologies

   6-10      29,475        (2,926     26,549        10.0  

Customer Relationships

   5-11      19,275        (2,800     16,475        4.4  

Non-Compete Agreement

   3      50        (3     47        2.5  
     

 

 

    

 

 

   

 

 

    
      $ 54,400      $ (6,144   $ 48,256     
     

 

 

    

 

 

   

 

 

    

The gross carrying amount and accumulated amortization of intangible assets subject to amortization at December 31, 2017 for the Successor are as follows:

 

Intangible Asset

   Useful Life, Years    Gross Value      Accumulated
Amortization
    Net Book
Value
     Weighted
Average
Remaining
Life, Years
 

Trademarks

   6-15    $ 5,550      $ (105   $ 5,445        12.1  

Developed Technologies

   6-10      29,100        (729     28,371        9.6  

Customer Relationships

   5      18,300        (872     17,428        4.8  
     

 

 

    

 

 

   

 

 

    
      $ 52,950      $ (1,706   $ 51,244     
     

 

 

    

 

 

   

 

 

    

For the three and nine month period ending September 30, 2018, the Successor Company recorded amortization expense related to intangible assets in the amounts of $1,789 and $4,438 respectively. Based on the current amount of finite-lived intangible assets at September 30, 2018, amortization during the next five years and thereafter is estimated to be as follows:

 

Year Ended

      

September 30, 2019

   $ 7,158  

September 30, 2020

     7,158  

September 30, 2021

     7,152  

September 30, 2022

     7,124  

September 30, 2023

     4,379  

Thereafter

     15,285  
  

 

 

 

Totals

   $ 48,256  

We review goodwill and our intangible assets when potential indicators of impairment exist. No impairment was recorded for the three and nine month periods ending September 30, 2018 or September 30, 2017, respectively.

 

  6

Debt

Predecessor Debt    

Long-term debt of the Predecessor Company consisted of a term loan held on September 30, 2017. During the three and nine month periods ending September 30, 2017, the Predecessor incurred $86 and $158 respectively in interest expense related to the long-term debt. In connection with the AppRiver Acquisition, the outstanding balances of the long-term debt were paid in full on October 5, 2017.


AR Topco, LLC and Subsidiaries

(in thousands)

   12

 

Successor Term Loan

On October 3, 2017, the Successor, through its wholly-owned subsidiaries AR Midco LLC and AppRiver, entered into a Credit Agreement with a lender for $30,000, the proceeds of which were used to finance the AppRiver Acquisition which occurred on October 5, 2017 (see Note 3), which is when the loan funded. This term loan matures on October 3, 2023 and bears interest at the rate of either a Eurodollar rate or the Alternative Base Rate (the “ABR”), as elected by the Successor each quarter (the “Interest Period”). The ABR is the greater of either the Prime Rate, the US Federal Funds Effective Rate or an Adjusted LIBOR rate, as defined in the Credit Agreement, plus a margin of 3.75%, and subject to a floor of 2%. The Eurodollar rate is calculated as the (a) applicable LIBOR for such Interest Period multiplied by (b) the Statutory Reserve Rate, plus a margin of 4.75%, and subject to a floor of 1%. The default rate is the ABR. The interest rate in effect at September 30, 2018 and December 31, 2017 is 7.14% and 8.25% respectively. Interest payments are due on the last day of each of March, June, September and December; the first payment was due on December 31, 2017. Principal payments of 0.25% of the original loan amount are due on the same day as the interest payments; the first principal payment was also due December 31, 2017.

The balance outstanding at September 30, 2018 is $29,032. The Credit Agreement is secured by a lien on all our assets.

Successor Line of Credit

The Successor has a $5,000 revolving line of credit facility (the “Revolver”) provided by the same lender under the Credit Agreement explained above. As of September 30, 2018, there are no amounts outstanding under the Revolver. All amounts outstanding under the Revolver become due and payable on October 3, 2023.

The Credit Agreement contains various provisions, including compliance with certain financial covenants. AppRiver is in compliance with all debt covenants. The lender granted a waiver and extended the time for completion of such report and those covenants have already been satisfied or are being satisfied by the delivery of this report.

The following is a summary of our debt and borrowing arrangements at September 30, 2018 and December 31, 2017:

 

     September 30, 2018      December 31, 2017  

Term loan

   $ 29,700      $ 29,925  
  

 

 

    

 

 

 

Less: Unamortized deferred financing costs

     (668      (769
  

 

 

    

 

 

 

Total debt obligations

   $ 29,032      $ 29,156  
  

 

 

    

 

 

 

Less current portion:

     

Term loan

   $ 300      $ 300  
  

 

 

    

 

 

 

Total long-term debt obligations

   $ 28,732      $ 28,856  
  

 

 

    

 

 

 

Our scheduled debt principal payments at September 30, 2018 are as follows:

 

     Principal Payments  
     Term Loan      Revolver      Total  

September 30, 2019

     300        —        $ 300  

September 30, 2020

     300        —          300  

September 30, 2021

     300        —          300  

September 30, 2022

     300        —          300  

September 30, 2023

     300        —          300  

Thereafter

     28,200        —          28,200  
  

 

 

    

 

 

    

 

 

 

Totals

   $ 29,700      $  —        $ 29,700  

Debt Financing Costs

In connection with the origination and closing of the Credit Agreement in October 2017, the Company incurred $802 of debt financing costs comprised of closing fees paid to the Lenders and fees paid to attorneys for legal advice. These fees are being amortized to Interest Expense over the life of the Credit Agreement and are presented in our accompanying consolidated balance sheet as a reduction in the balance of the related note payable. For the three and nine month periods ending September 30, 2018 for the Successor, the Company recorded amortization in the amount of $34 and $101 respectively. Accumulated amortization was $134 at September 30, 2018. Future amortization expense is expected to be $134 for each of the next four years and $134 in the final year.

The Company does not have any capitalized leases or any other debt-like arrangements or agreements.


AR Topco, LLC and Subsidiaries

(in thousands)

   13

 

  7

Stock Option Plan and Profits Interest Plan

Stock Option Plan

In September 2011, the Predecessor adopted the AppRiver, LLC 2011 Option Plan (the Plan). In accordance with the terms of the Plan, selected persons may be granted options to purchase up to 2,000,000 units of the AppRiver Holdings, LLC’s non-voting member units at $6.00 per share.

The Predecessor accounts for stock-based compensation according to the provisions of ASC 718 which establishes the provision for accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date on the fair market value of the award and is recognized as expense on a straight-line basis over the employee’s requisite service period.

A summary of the status of Predecessor’s outstanding options as of September 30, 2017:

 

     Number      Weighted
Average
Exercise Price
 

Outstanding as of December 31, 2016

   $ 100,000      $ 6.00  

Granted

     —          —    

Exercised

     (100,000    $  6.00  
  

 

 

    

 

 

 

Outstanding as of September 30, 2017

   $ —        $ —    
  

 

 

    

 

 

 

During the period from January 1, 2017 to September 30, 2017, 100,000 shares were exercised at an exercise price of $6.00 per share under the Plan. As of September 30, 2017, the Predecessor had an unsecured receivable of $600 for amounts to be received from the option holder relating to this exercise, which is included in member’s receivable on the consolidated balance sheet. The $600 receivable was paid with proceeds from the sale of the Predecessor.

Profit Interest Plan

The Company, through its subsidiary, AppRiver Management Holding LLC, provides long-term incentive awards to certain key employees and executives. The Company has created a profits interests plan for the benefit of certain employees, officers and directors of AppRiver (“Grantees”) to further align the Grantees’ interests with those of the Company’s limited partners. The profits interests are for non-voting Series B common units (“Units”).

Grantees must execute a joinder to the Company’s Operating Agreement making the participant and its Successors and transferees bound as a member by the Operating Agreement and must file an Internal Revenue Code Section 83(b) election. The profits interests are subject to continued employment or engagement services and vest as defined in the agreement, typically over a five-year service period including a one-year cliff vesting of 20%. Unless otherwise provided in an applicable profits award agreement, upon termination, expiration or other cessation of a Grantee’s employment or engagement provided for any reason or no reason, at the election of Marlin Equity IV, LP, in its sole discretion, such Grantee’s units (other than unvested units, which will be forfeited) shall be subject to redemption by the Company.

The profits interests shall participate in any appreciation of the Company’s equity value after the effective date, and the participants represent that they understand that the profits interests are an investment with risk. Management accounts for the profits interests under ASC 718.

Management accounts for the Profits Interests under ASC 718. The directors of the Company approved the grant of 4,714 Units under the Profits Interest Plan to certain members of the Company’s management team as of October 5, 2017. The profits interest units had an estimated fair value of $0.13 per unit resulting in a Compensation expense that was not material to AppRiver’s statement of comprehensive loss.

In February 2018, the directors of the Company approved the grant of 555 additional Units under the Profits Interest Plan to certain members of the Company’s management team. An additional grant of 5,268 awards was approved by the directors of the Company in May 2018. An additional 3,605 shares are reserved for future awards. As of the date of this report, the Company is not able to determine the fair value of these award grants nor the future stock-based compensation expense that it will recognize in its consolidated statement of comprehensive loss for fiscal 2018. The Company does not believe that the future expense related to this stock-based compensation will have a material impact on its financial position, including its ability to comply with financial covenants imposed by its lender under the Credit Agreement explained in Note 6 – Debt. None of the profit interest units granted were vested as of September 30, 2018.

 

  8

Employee Benefit Plan

AppRiver sponsors a 401(k) retirement plan (the Plan) covering substantially all of our U.S based employees who meet certain eligibility requirements. Participants may contribute any portion of their annual compensation up to the maximum amount established by the Internal Revenue Service for each calendar year. The terms of the Plan provide that AppRiver matches 100% of the first 3% of participants’ contributions and 50% of the next 2% of participants’ contributions. For the three and nine month periods ending September 30, 2018 for the Successor, AppRiver’s matching contributions to the Plan amounted to $178 and $521 respectively, and AppRiver’s discretionary profit sharing contribution amounted to $39 and $122 respectively. For the three and nine month periods ending September 30, 2017 for the predecessor, AppRiver’s matching contributions to the Plan amounted to $167 and $514 respectively, and AppRiver’s discretionary profit sharing contribution amounted to $38 and $112 respectively.

 

  9

Related-party Transactions

We conduct business with other companies or individuals who are considered related parties.


AR Topco, LLC and Subsidiaries

(in thousands)

   14

 

Through the AppRiver Acquisition, the Company acquired a long-term lease for office space for which the landlord is a management company that is partially owned by two of the members of AppRiver Holdings LLC. The lease expires June 30, 2024. Each of the two members owns 42.5% of the management company as of September 30, 2018. As the present value of the current and future contract lease obligations under this lease agreement was greater than the estimated market lease rates over the term of the lease, as measured as of the closing date of the AppRiver Acquisition, a liability was recognized as part of the AppRiver Acquisition purchase price allocation. This liability will be charged against rent expense on a pro rata basis during the remaining term of the lease agreement. For the three and nine month periods ending September 30, 2018 for the Successor, the Company’s rent expense for the office space was $215 and $652 respectively. For the three and nine month periods ending September 30, 2017 for the Predecessor, the Company’s rent expense for the office space was $216 and $581 respectively.

We have a management services agreement with Marlin for management consulting and advisory services. We incurred $2,134 of transaction advisory fees which are included in general and administrative expenses within our consolidated statement of comprehensive loss. We also incurred $118 of out-of-pocket costs, primarily to reimburse Marlin for fees and travel expenses paid to consultants Marlin incurred on our behalf, and $300 of recurring management fees to Marlin, both of which are included in the line item General and Administrative expenses within our consolidated statement of comprehensive loss. For the three and nine month periods ending September 30, 2018 for the Successor, total fees, expenses and reimbursement costs incurred to Marlin were $715 and $1,751 respectively, of which the Company paid Marlin $534 and $1,672 during the periods. The Company’s payable to Marlin as of September 30, 2018 is $217 and is recorded in the line item Accounts Payable in the consolidated balance sheet.

For the three and nine month periods ending September 30, 2017 for the Predecessor, total fees, expenses and reimbursement costs incurred to Marlin were $0.

The recurring management fee is calculated as a percentage of revenue, payable to Marlin quarterly, or as otherwise restricted by our Credit Agreement.

 

  10

Commitments and Contingencies

Operating Leases

The Company leases equipment and office space under several lease agreements which expire through 2024. The monthly obligation ranges between $1 to $69 during the periods presented. The future minimum rental payments are as follows:

 

$ in thousands

      

2019

   $ 1,060  

2020

     964  

2021

     870  

2022

     894  

2023

     919  
  

 

 

 

Totals

   $ 4,707  

For the three and nine month periods ending September 30, 2018, rent expense totaled $268 and $812 respectively. For the three and nine month periods ending September 30, 2017, rent expense totaled $264 and $790 respectively.

Sales Tax Payable/Receivable

The Company has determined that a sales tax nexus exists in multiple states. The Company entered into a Voluntary Disclosure agreement (“VDA”) with those states and recorded a liability for estimated sales taxes. The Company has also recorded a receivable for the corresponding amounts due from its customers to whom it concluded sales without withholding any required sales tax and believes it is probable the receivable amount will be collected. The receivable and payable amounts of this agreement have been included in the Sales Tax receivable and Sales Tax payable line items on the consolidated balance sheet at September 30, 2018. An escrow of $1,500 was established for the VDA process in connection with the business combination (see Note 3) since the buyers did not assume this liability.

 

  11

Subsequent Events

Total Defense Acquisition

On October 8, 2018, the Company, through its wholly-owned affiliate AppRiver LLC, acquired 100% of the outstanding shares of Total Defense, Inc. (“TD”), a California based internet security company for a base purchase price of $11,000, hereinafter referred to as “the TD Acquisition.”

The TD Acquisition was accounted for using the acquisition method of accounting. Accordingly, the purchase price has been preliminarily allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on estimated fair values at the acquisition date. The purchase price includes (i) $10,000 cash tender offer and (ii) an additional consideration of up to $1,000 calculated based on the EBITDA amount achieved by TD for the twelve months ended December 31, 2018 (the “Earn-Out”).

The Company is still in the process of finalizing the allocation of purchase price. Details of the allocation of the purchase price to the fair value of the assets acquired and the liabilities assumed will be provided when these amounts have been determined.

Sale to Zix Corporation

On February 20, 2019, Zix Corporation (a public entity) acquired 100% of the issued and outstanding equity interests of the Company for $275,000, less outstanding Company indebtedness at the time of closing and certain accrued items and unpaid transaction expenses, and subject to a working capital adjustment.