Zix Reports Third Quarter 2021 Financial Results
Zix Corporation (ZIXI) reported a strong Q3 2021, achieving an 18% revenue growth to $64.9 million and a similar increase in Annual Recurring Revenue (ARR) to $262.8 million. The net loss for the quarter was $2.4 million, deepening from a $0.7 million loss a year earlier. Despite this, non-GAAP adjusted net income before deemed dividends was $8.2 million. The cash position rose by 15% to $39.0 million. A notable achievement was a record net dollar retention rate of 103.1%, fueled by strong customer adoption of CloudAlly and Secure Cloud.
- 18% increase in revenue to $64.9 million.
- Annual Recurring Revenue (ARR) grew 18% to $262.8 million.
- Strong net dollar retention rate of 103.1%.
- Adjusted EBITDA rose to $13.9 million, margin at 21.5%.
- Cash position increased 15% to $39.0 million.
- GAAP net loss increased to ($2.4) million from ($0.7) million year-over-year.
- GAAP net loss attributable to common stockholders was ($4.9) million, worsening from ($3.0) million.
- Cash flow from operations decreased by 33% to $10.1 million.
-
Record Net Dollar Retention of
103.1% Driven by Strong Customer Adoption of CloudAlly and Secure Cloud -
18% Increase in Revenue and Annual Recurring Revenue (ARR) -
Generated
in Cash Flow from Operations,$10.1 Million Year-to-date, up$35.5 Million 46.7% -
Cash Position Increased
or$5.1 Million 15.0% to Compared to Q2 2021$39.0 Million
Third Quarter 2021 Financial Highlights (results compared to the same year-ago quarter)
-
Revenue increased
18% to .$64.9 million -
Annual recurring revenue (ARR) increased
18% to . Cloud ARR increased$262.8 million 19% to or$236.9 million 90% of total ARR. -
GAAP net loss totaled
( compared to a year ago net loss of$2.4) million ( .$0.7) million -
GAAP net loss attributable to common stockholders totaled
( compared to a year ago net loss attributable to common stockholders of$4.9) million ( . The company’s Q3 2021 net loss attributable to common shareholders includes the effect of a deemed dividend to preferred shareholders of$3.0) million and acquisition-related expenses of$2.4 million .$0.5 million -
GAAP fully diluted earnings (loss) per share attributable to common stockholders totaled (
) compared to ($0.09 ).$0.05 -
Non-GAAP adjusted net income before deemed dividends and excluding deferred tax (benefit) expense totaled
compared to$8.2 million .$9.2 million -
Non-GAAP adjusted net income per share before deemed dividends and excluding deferred tax (benefit) expense totaled
.$0.15 -
Adjusted EBITDA increased to
, representing an adjusted EBITDA margin of$13.9 million 21.5% . -
The company ended the quarter with
in cash, an increase of$39.0 million 15.0% or compared to the end of the prior quarter.$5.1 million -
Cash flow from operations was
, a decrease of$10.1 million 33% or compared to the prior year period.$5.0 million
Recent Operational Highlights
-
Expanded Global Partner Program in the
United Kingdom andGermany , adding solutions and support services to further enhance partner growth and operating capabilities. - Zix added over 40,000 cloud mailboxes in Q3 2021.
- Direct customers and MSP partners started nearly 2,800 trials of Advanced Threat Protection, ZixEncrypt, ZixArchive and Secure File Share in Q3 2021.
Management Commentary
“We delivered strong financial results across the board in the third quarter, highlighted by
Zix’s Chief Financial Officer
Third Quarter 2021 Corporate Financial Summary and Other Operational Metrics
$ in Millions, except per share data |
Q3 2021 |
Q3 2020 |
Change (1) |
Revenue |
|
|
|
GAAP Net Income (Loss) |
( |
( |
( |
GAAP Net Income (Loss) Attributable to Common Stockholders |
( |
( |
( |
GAAP Net Income (Loss) Per Share Attributable to Common Stockholders – Diluted |
( |
( |
( |
Non-GAAP Adjusted Net Income Attributable to Common Stockholders (3) |
|
|
( |
Non-GAAP Adjusted Net Income Per Share Attributable to Common Stockholders – Diluted (2) |
|
|
( |
Non-GAAP Adjusted Net Income Before Deemed Dividends(2) |
|
|
( |
Non-GAAP Adjusted Net Income Per Share Before Deemed Dividends - Diluted(2) |
|
|
|
Non-GAAP Adjusted Net Income Before Deemed Dividends and Excluding Deferred Tax (Benefit) Expense(2) |
|
|
( |
Non-GAAP Adjusted Net Income Per Share Before Deemed Dividends and Excluding Deferred Tax (Benefit) Expense(2) |
|
|
( |
EBITDA (1)(2) |
|
|
( |
EBITDA Margin |
|
|
(5 pts) |
Adjusted EBITDA (2) |
|
|
|
Adjusted EBITDA Margin (2) |
|
|
(3.6 pts) |
Total Billings |
|
|
|
Nine Month 2021 Corporate Financial Summary and Other Operational Metrics
$ in Millions, except per share data |
YTD 2021 |
YTD 2020 |
Change (1) |
Revenue |
|
|
|
GAAP Net Income (Loss) |
( |
( |
( |
GAAP Net Income (Loss) Attributable to Common Stockholders |
( |
( |
( |
GAAP Net Income (Loss) Per Share Attributable to Common Stockholders – Diluted |
( |
( |
( |
Non-GAAP Adjusted Net Income Attributable to Common Stockholders (2) |
|
|
( |
Non-GAAP Adjusted Net Income Per Share Attributable to Common Stockholders – Diluted (2) |
|
|
( |
Non-GAAP Adjusted Net Income Before Deemed Dividends(2) |
|
|
|
Non-GAAP Adjusted Net Income Per Share Before Deemed Dividends - Diluted(2) |
|
|
|
Non-GAAP Adjusted Net Income Before Deemed Dividends and Excluding Deferred Tax (Benefit) Expense(2) |
|
|
|
Non-GAAP Adjusted Net Income Per Share Before Deemed Dividends and Excluding Deferred Tax (Benefit) Expense(2) |
|
|
|
EBITDA (1)(2) |
|
|
( |
EBITDA Margin |
|
|
(2.8 pts) |
Adjusted EBITDA (2) |
|
|
|
Adjusted EBITDA Margin (2) |
|
|
(1.9 pts) |
(1) |
Earnings before interest, taxes, depreciation, and amortization |
(2) |
A reconciliation of GAAP to non-GAAP results is included in this press release and available on the Zix investor relations website at http://investor.zixcorp.com |
Transaction with OpenText
As previously disclosed, under the terms of the merger agreement with OpenText announced earlier today, upon closing of that transaction, Zix shareholders are to receive
In light of this transaction, Zix will not be hosting an earnings conference call to discuss the foregoing results and the Company will not be providing financial guidance for the fourth quarter or for the full year 2021.
Additional Information and Where to Find It
The tender offer referred to in this release has not yet commenced. The description contained in this release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that will be filed with the
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, Zix and OpenText will each file annual, quarterly and current reports and other information with the
About
Forward-Looking Statements
As more fully described in Zix's Annual Report on Form 10-K for the year ended
Statements in this release that are not purely historical facts or that necessarily depend upon future events, including statements about forecasts of sales, revenue, annual recurring revenue, EBITDA, EBITDA margin, earnings or earnings per share, potential benefits of acquisitions and strategic relationships, or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to Zix on the date this release was issued. Zix undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including but not limited to, risks and uncertainties regarding the recently announced transaction with OpenText, including risks associated with the satisfaction of closing conditions (such as the tender of at least two-thirds of the outstanding shares of capital stock of Zix in order to close the tender offer) and the possibility that the transaction will not be completed, as well as risks and uncertainties related to the completion and integration of acquisitions, the effects of our debt and equity financing transactions, year-end adjustments to previously reported preliminary unaudited financial information, market acceptance of both existing and new Zix solutions, changing market dynamics resulting from technological change, innovation and continuing customer migration to the cloud, changes in the competitive ecosystem, how privacy and data security laws may affect demand for Zix data protection solutions, and business disruptions, uncertainty and market instability stemming from the COVID-19 pandemic and governmental actions related thereto. Zix may not succeed in addressing these and other risks. Further information regarding factors that could affect Zix’s business and its financial and other results can be found in the risk factors section of Zix’s most recent annual report on Form 10-K and quarterly report on Form 10-Q, each as filed with the
We monitor ARR as an operating metric, which we define as the aggregate annualized contract value attributable to recurring revenue contracts as of the end of the applicable reporting period. We calculate ARR by determining the annual or monthly revenue of subscription agreements that are active as of the end of the applicable period and multiplying by 1 or 12. We monitor this metric to aid in determining to what extent individual customer relationships, considered in the aggregate, are growing or declining in financial magnitude. ARR is an operating metric derived as of the date of determination, and should be viewed independently of revenue, unearned revenue and any other GAAP financial measure over any period.
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
|
|
|
||||
2021 |
|
|
||||
(unaudited) |
|
2020 |
||||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ |
38,973,000 |
$ |
21,362,000 |
||
Receivables, net |
|
19,317,000 |
|
16,831,000 |
||
Prepaid and other current assets |
|
4,394,000 |
|
5,430,000 |
||
Total current assets |
|
62,684,000 |
|
43,623,000 |
||
Property and equipment, net |
|
5,530,000 |
|
7,345,000 |
||
Operating lease assets |
|
10,994,000 |
|
14,259,000 |
||
Other assets and deferred costs |
|
12,378,000 |
|
12,767,000 |
||
Intangible Assets, Net |
|
129,959,000 |
|
144,163,000 |
||
|
195,687,000 |
|
195,013,000 |
|||
Deferred tax assets |
|
33,691,000 |
|
32,554,000 |
||
Total assets | $ |
450,923,000 |
$ |
449,724,000 |
||
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | $ |
32,869,000 |
$ |
30,382,000 |
||
Deferred revenue |
|
41,902,000 |
|
40,447,000 |
||
Other current liabilities |
|
8,181,000 |
|
7,963,000 |
||
Total current liabilities |
|
82,952,000 |
|
78,792,000 |
||
Long-term liabilities: | ||||||
Deferred revenue |
|
593,000 |
|
1,079,000 |
||
Operating and finance lease liabilities |
|
6,306,000 |
|
10,208,000 |
||
Debt |
|
208,939,000 |
|
209,658,000 |
||
Total long-term liabilities |
|
215,838,000 |
|
220,945,000 |
||
Total liabilities |
|
298,790,000 |
|
299,737,000 |
||
Total preferred stock |
|
122,722,000 |
|
115,552,000 |
||
Total stockholders’ equity |
|
29,411,000 |
|
34,435,000 |
||
Total liabilities, preferred stock and stockholders’ equity | $ |
450,923,000 |
$ |
449,724,000 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(Unaudited) | ||||||||||||||||
` | ||||||||||||||||
Three Months Ended |
|
Nine Months Ended |
||||||||||||||
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||||
Revenue | $ |
64,850,000 |
|
$ |
54,840,000 |
|
$ |
187,694,000 |
|
$ |
160,611,000 |
|
||||
Cost of revenue |
|
36,219,000 |
|
|
27,928,000 |
|
|
103,961,000 |
|
|
82,265,000 |
|
||||
Gross profit |
|
28,631,000 |
|
|
26,912,000 |
|
|
83,733,000 |
|
|
78,346,000 |
|
||||
Operating expenses: | ||||||||||||||||
Research and development |
|
6,429,000 |
|
|
5,720,000 |
|
|
19,371,000 |
|
|
16,926,000 |
|
||||
Selling, general and administrative |
|
22,468,000 |
|
|
18,813,000 |
|
|
66,156,000 |
|
|
58,058,000 |
|
||||
Total operating expenses |
|
28,897,000 |
|
|
24,533,000 |
|
|
85,527,000 |
|
|
74,984,000 |
|
||||
Operating income |
|
(266,000 |
) |
|
2,379,000 |
|
|
(1,794,000 |
) |
|
3,362,000 |
|
||||
Operating margin |
|
0 |
% |
|
4 |
% |
|
-1 |
% |
|
2 |
% |
||||
Other income (expense) | ||||||||||||||||
Investment and other income (expense) |
|
(53,000 |
) |
|
127,000 |
|
|
(58,000 |
) |
|
104,000 |
|
||||
Interest expense |
|
(2,200,000 |
) |
|
(2,035,000 |
) |
|
(6,513,000 |
) |
|
(7,190,000 |
) |
||||
Total other income (expense) |
|
(2,253,000 |
) |
|
(1,908,000 |
) |
|
(6,571,000 |
) |
|
(7,086,000 |
) |
||||
Income before income taxes |
|
(2,519,000 |
) |
|
471,000 |
|
|
(8,365,000 |
) |
|
(3,724,000 |
) |
||||
Income tax benefit (expense) |
|
113,000 |
|
|
(1,196,000 |
) |
|
568,000 |
|
|
244,000 |
|
||||
Net (loss) income | $ |
(2,406,000 |
) |
$ |
(725,000 |
) |
$ |
(7,797,000 |
) |
$ |
(3,480,000 |
) |
||||
Deemed and accrued dividends on preferred stock |
|
(2,448,000 |
) |
|
(2,267,000 |
) |
|
(7,170,000 |
) |
|
(6,714,000 |
) |
||||
Net (loss) income attributable to common shareholders | $ |
(4,854,000 |
) |
$ |
(2,992,000 |
) |
$ |
(14,967,000 |
) |
$ |
(10,194,000 |
) |
||||
Basic (loss) income per share attributable to common shareholders: | $ |
(0.09 |
) |
$ |
(0.05 |
) |
$ |
(0.27 |
) |
$ |
(0.19 |
) |
||||
Diluted (loss) income per share attributable to common shareholders: | $ |
(0.09 |
) |
$ |
(0.05 |
) |
$ |
(0.27 |
) |
$ |
(0.19 |
) |
||||
Shares used in per share calculation - basic |
|
55,179,775 |
|
|
54,999,114 |
|
|
54,932,530 |
|
|
53,933,721 |
|
||||
Shares used in per share calculation - diluted |
|
55,179,775 |
|
|
54,999,114 |
|
|
54,932,530 |
|
|
53,933,721 |
|
||||
Other Comprehensive income, net of tax: | ||||||||||||||||
Foreign currency translation adjustments |
|
39,000 |
|
|
493,000 |
|
|
240,000 |
|
|
(118,000 |
) |
||||
Comprehensive (loss) income | $ |
(2,367,000 |
) |
$ |
(232,000 |
) |
$ |
(7,557,000 |
) |
$ |
(3,598,000 |
) |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(Unaudited) | |||||||
Nine Months Ended |
|||||||
2021 |
|
2020 |
|||||
Operating activities: | |||||||
Net (loss) income | $ |
(7,797,000 |
) |
$ |
(3,480,000 |
) |
|
Non-cash items in net income |
|
44,155,000 |
|
|
33,958,000 |
|
|
Changes in operating assets and liabilities |
|
(879,000 |
) |
|
(6,233,000 |
) |
|
Net cash provided by operating activities |
|
35,479,000 |
|
|
24,245,000 |
|
|
Investing activities: | |||||||
Purchases of property and equipment and capitalized software |
|
(12,832,000 |
) |
|
(13,992,000 |
) |
|
Acquisition of business, net of cash acquired |
|
(339,000 |
) |
|
- |
|
|
Net cash used in investing activities |
|
(13,171,000 |
) |
|
(13,992,000 |
) |
|
Financing activities: | |||||||
Proceeds from exercise of stock options |
|
251,000 |
|
|
334,000 |
|
|
Proceeds from long term debt |
|
- |
|
|
6,000,000 |
|
|
Repayment of long term debt |
|
(1,654,000 |
) |
|
(1,388,000 |
) |
|
Repayment of finance lease obligations |
|
(528,000 |
) |
|
(1,086,000 |
) |
|
Payment of acquisition-related contingent consideration |
|
- |
|
|
(1,125,000 |
) |
|
Purchase of treasury stock |
|
(2,499,000 |
) |
|
(2,717,000 |
) |
|
Net cash provided used in financing activities |
|
(4,430,000 |
) |
|
18,000 |
|
|
Effect of exchange rate changes on cash |
|
(267,000 |
) |
|
42,000 |
|
|
(Decrease) Increase in cash and cash equivalents |
|
17,611,000 |
|
|
10,313,000 |
|
|
Cash and cash equivalents, beginning of period |
|
21,362,000 |
|
|
13,349,000 |
|
|
Cash and cash equivalents, end of period | $ |
38,973,000 |
|
$ |
23,662,000 |
|
|
||||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES |
||||||||||||||||||
(Unaudited) |
||||||||||||||||||
Three Months Ended |
|
Nine Months Ended |
||||||||||||||||
|
|
|
||||||||||||||||
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||||||
Revenue: |
||||||||||||||||||
GAAP revenue |
$ |
64,850,000 |
|
$ |
54,840,000 |
|
$ |
187,694,000 |
|
$ |
160,611,000 |
|
||||||
Cost of revenue |
||||||||||||||||||
GAAP cost of revenue |
$ |
36,219,000 |
|
$ |
27,928,000 |
|
$ |
103,961,000 |
|
$ |
82,265,000 |
|
||||||
Stock-based compensation charges (1) |
(A) |
|
(134,000 |
) |
|
(97,000 |
) |
|
(525,000 |
) |
|
(1,105,000 |
) |
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
(1,000 |
) |
|
- |
|
|
(10,000 |
) |
|
(115,000 |
) |
|||||
Intangible Amortization (3) |
(C) |
|
(2,906,000 |
) |
|
(2,486,000 |
) |
|
(8,745,000 |
) |
|
(7,432,000 |
) |
|||||
Corporate separation payment (4) |
(D) |
|
- |
|
|
- |
|
|
(52,000 |
) |
|
(867,000 |
) |
|||||
Non-GAAP adjusted cost of revenue |
$ |
33,178,000 |
|
$ |
25,345,000 |
|
$ |
94,629,000 |
|
$ |
72,746,000 |
|
||||||
Gross profit: |
||||||||||||||||||
GAAP gross profit |
$ |
28,631,000 |
|
$ |
26,912,000 |
|
$ |
83,733,000 |
|
$ |
78,346,000 |
|
||||||
Stock-based compensation charges (1) |
(A) |
|
134,000 |
|
|
97,000 |
|
|
525,000 |
|
|
1,105,000 |
|
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
1,000 |
|
|
- |
|
|
10,000 |
|
|
115,000 |
|
|||||
Intangible Amortization (3) |
(C) |
|
2,906,000 |
|
|
2,486,000 |
|
|
8,745,000 |
|
|
7,432,000 |
|
|||||
Corporate separation payment (4) |
(D) |
|
- |
|
|
- |
|
|
52,000 |
|
|
867,000 |
|
|||||
Non-GAAP adjusted gross profit |
$ |
31,672,000 |
|
$ |
29,495,000 |
|
$ |
93,065,000 |
|
$ |
87,865,000 |
|
||||||
Research and development expense |
||||||||||||||||||
GAAP research and development expense |
$ |
6,429,000 |
|
$ |
5,720,000 |
|
$ |
19,371,000 |
|
$ |
16,926,000 |
|
||||||
Stock-based compensation charges (1) |
(A) |
|
(517,000 |
) |
|
(433,000 |
) |
|
(2,093,000 |
) |
|
(1,184,000 |
) |
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
(17,000 |
) |
|
- |
|
|
(49,000 |
) |
|
(132,000 |
) |
|||||
Intangible Amortization (3) |
(C) |
|
(76,000 |
) |
|
(76,000 |
) |
|
(227,000 |
) |
|
(227,000 |
) |
|||||
Corporate separation payment (4) |
(D) |
|
- |
|
|
- |
|
|
(167,000 |
) |
|
(128,000 |
) |
|||||
Non-GAAP adjusted research and development expense |
$ |
5,819,000 |
|
$ |
5,211,000 |
|
$ |
16,835,000 |
|
$ |
15,255,000 |
|
||||||
Selling and marketing expense |
||||||||||||||||||
GAAP selling and marketing expense |
$ |
15,656,000 |
|
$ |
13,489,000 |
|
$ |
46,225,000 |
|
$ |
42,288,000 |
|
||||||
Stock-based compensation charges (1) |
(A) |
|
(1,248,000 |
) |
|
(565,000 |
) |
|
(3,587,000 |
) |
|
(1,877,000 |
) |
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
(14,000 |
) |
|
(160,000 |
) |
|
(16,000 |
) |
|
(212,000 |
) |
|||||
Intangible Amortization (3) |
(C) |
|
(3,349,000 |
) |
|
(3,106,000 |
) |
|
(10,025,000 |
) |
|
(9,333,000 |
) |
|||||
Corporate separation payment (4) |
(D) |
|
18,000 |
|
|
- |
|
|
(156,000 |
) |
|
(439,000 |
) |
|||||
Non-GAAP adjusted selling and marketing expense |
$ |
11,063,000 |
|
$ |
9,658,000 |
|
$ |
32,441,000 |
|
$ |
30,427,000 |
|
||||||
General and administrative expense |
||||||||||||||||||
GAAP general and administrative expense |
$ |
6,812,000 |
|
$ |
5,324,000 |
|
$ |
19,931,000 |
|
$ |
15,770,000 |
|
||||||
Stock-based compensation charges (1) |
(A) |
|
(2,163,000 |
) |
|
(1,013,000 |
) |
|
(6,121,000 |
) |
|
(3,183,000 |
) |
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
(513,000 |
) |
|
(923,000 |
) |
|
(1,005,000 |
) |
|
(1,125,000 |
) |
|||||
Corporate separation payment (4) |
(D) |
|
- |
|
|
- |
|
|
(45,000 |
) |
|
(109,000 |
) |
|||||
Non-GAAP adjusted general and administrative expense |
$ |
4,136,000 |
|
$ |
3,388,000 |
|
$ |
12,760,000 |
|
$ |
11,353,000 |
|
||||||
Operating income: |
||||||||||||||||||
GAAP operating income |
$ |
(266,000 |
) |
$ |
2,379,000 |
|
$ |
(1,794,000 |
) |
$ |
3,362,000 |
|
||||||
Stock-based compensation charges (1) |
(A) |
|
4,062,000 |
|
|
2,108,000 |
|
|
12,326,000 |
|
|
7,349,000 |
|
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
545,000 |
|
|
1,083,000 |
|
|
1,080,000 |
|
|
1,584,000 |
|
|||||
Intangible Amortization (3) |
(C) |
|
6,331,000 |
|
|
5,668,000 |
|
|
18,997,000 |
|
|
16,992,000 |
|
|||||
Corporate separation payment (4) |
(D) |
|
(18,000 |
) |
|
- |
|
|
420,000 |
|
|
1,543,000 |
|
|||||
Non-GAAP adjusted operating income |
$ |
10,654,000 |
|
$ |
11,238,000 |
|
$ |
31,029,000 |
|
$ |
30,830,000 |
|
||||||
$ |
- |
|
||||||||||||||||
Adjusted Operating Margin |
|
16.4 |
% |
|
20.5 |
% |
|
16.5 |
% |
|
19.2 |
% |
||||||
Net income: |
||||||||||||||||||
GAAP net (loss) income |
$ |
(2,406,000 |
) |
$ |
(725,000 |
) |
$ |
(7,797,000 |
) |
$ |
(3,480,000 |
) |
||||||
Stock-based compensation charges (1) |
(A) |
|
4,062,000 |
|
|
2,108,000 |
|
|
12,326,000 |
|
|
7,349,000 |
|
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
545,000 |
|
|
1,083,000 |
|
|
1,080,000 |
|
|
1,584,000 |
|
|||||
Intangible Amortization (3) |
(C) |
|
6,331,000 |
|
|
5,668,000 |
|
|
18,997,000 |
|
|
16,992,000 |
|
|||||
Corporate separation payment (4) |
(D) |
|
(18,000 |
) |
|
- |
|
|
420,000 |
|
|
1,543,000 |
|
|||||
Non-GAAP adjusted net income |
$ |
8,514,000 |
|
$ |
8,134,000 |
|
$ |
25,026,000 |
|
$ |
23,988,000 |
|
||||||
Deferred tax (benefit) expense |
|
(345,000 |
) |
|
1,077,000 |
|
|
(1,077,000 |
) |
|
(129,000 |
) |
||||||
Non-GAAP adjusted net income excluding deferred tax (benefit) expense |
$ |
8,169,000 |
|
$ |
9,211,000 |
|
$ |
23,949,000 |
|
$ |
23,859,000 |
|
||||||
Deemed and accrued dividends on preferred stock |
|
(2,448,000 |
) |
|
(2,267,000 |
) |
|
(7,170,000 |
) |
|
(6,714,000 |
) |
||||||
Adjusted Net income attributable to common stockholders |
$ |
5,721,000 |
|
$ |
6,944,000 |
|
$ |
16,779,000 |
|
$ |
17,145,000 |
|
||||||
Diluted net income per common share: |
||||||||||||||||||
GAAP net income per share before deemed dividends |
$ |
(0.04 |
) |
$ |
(0.01 |
) |
$ |
(0.14 |
) |
$ |
(0.06 |
) |
||||||
Adjustments per share |
(A-D) |
$ |
0.19 |
|
$ |
0.16 |
|
$ |
0.60 |
|
$ |
0.51 |
|
|||||
Non-GAAP adjusted net income per share before deemed dividends |
$ |
0.15 |
|
$ |
0.15 |
|
$ |
0.46 |
|
$ |
0.44 |
|
||||||
Deferred tax (benefit) expense impact to Non-GAAP adjusted net income before deemed dividends per share |
(E) |
$ |
(0.00 |
) |
$ |
0.02 |
|
$ |
(0.02 |
) |
$ |
(0.00 |
) |
|||||
Non-GAAP adjusted net income before deemed dividends per share excluding deferred tax (benefit) expense |
|
$ |
0.15 |
|
$ |
0.17 |
|
$ |
0.44 |
|
$ |
0.44 |
|
|||||
Deemed dividends per share impact to Non-GAAP adjusted net income |
$ |
(0.04 |
) |
$ |
(0.04 |
) |
$ |
(0.13 |
) |
$ |
(0.12 |
) |
||||||
Adjusted Net income per share attributable to common stockholders |
$ |
0.10 |
|
$ |
0.13 |
|
$ |
0.31 |
|
$ |
0.32 |
|
||||||
Shares used to compute Non-GAAP adjusted net income per share - diluted |
|
55,179,775 |
|
|
54,999,114 |
|
|
54,932,530 |
|
|
53,933,721 |
|
||||||
Reconciliation of Net income to EBITDA and Adjusted EBITDA: |
(F) |
|||||||||||||||||
Net income |
$ |
(2,406,000 |
) |
$ |
(725,000 |
) |
$ |
(7,797,000 |
) |
$ |
(3,480,000 |
) |
||||||
Income tax provision |
|
(113,000 |
) |
|
1,196,000 |
|
|
(568,000 |
) |
|
(244,000 |
) |
||||||
Interest expense |
|
2,200,000 |
|
|
2,035,000 |
|
|
6,513,000 |
|
|
7,190,000 |
|
||||||
Depreciation |
|
1,009,000 |
|
|
1,204,000 |
|
|
3,216,000 |
|
|
3,801,000 |
|
||||||
Amortization |
|
8,636,000 |
|
|
6,887,000 |
|
|
25,111,000 |
|
|
19,804,000 |
|
||||||
EBITDA |
|
9,326,000 |
|
|
10,597,000 |
|
|
26,475,000 |
|
|
27,071,000 |
|
||||||
Adjustments: |
||||||||||||||||||
Stock-based compensation charges (1) |
(A) |
|
4,062,000 |
|
|
2,108,000 |
|
|
12,326,000 |
|
|
7,349,000 |
|
|||||
Strategic consulting and litigation costs (2) |
(B) |
|
545,000 |
|
|
1,083,000 |
|
|
1,080,000 |
|
|
1,584,000 |
|
|||||
Corporate separation payment (4) |
(D) |
|
(18,000 |
) |
|
- |
|
|
420,000 |
|
|
1,543,000 |
|
|||||
Adjusted EBITDA |
$ |
13,915,000 |
|
$ |
13,788,000 |
|
$ |
40,301,000 |
|
$ |
37,547,000 |
|
||||||
Adjusted EBITDA margin |
|
21.5 |
% |
|
25.1 |
% |
|
21.5 |
% |
|
23.4 |
% |
||||||
(1) Stock-based compensation charges are included as follows: |
||||||||||||||||||
Cost of revenues |
$ |
134,000 |
|
$ |
97,000 |
|
$ |
525,000 |
|
$ |
1,105,000 |
|
||||||
Research and development |
|
517,000 |
|
|
433,000 |
|
|
2,093,000 |
|
|
1,184,000 |
|
||||||
Selling and marketing |
|
1,248,000 |
|
|
565,000 |
|
|
3,587,000 |
|
|
1,877,000 |
|
||||||
General and administrative |
|
2,163,000 |
|
|
1,013,000 |
|
|
6,121,000 |
|
|
3,183,000 |
|
||||||
$ |
4,062,000 |
|
$ |
2,108,000 |
|
$ |
12,326,000 |
|
$ |
7,349,000 |
|
|||||||
(2) Strategic consulting, acquisition, integration and litigation costs are included as follows: |
||||||||||||||||||
Cost of revenues |
|
1,000 |
|
|
- |
|
|
10,000 |
|
|
115,000 |
|
||||||
Research and development |
|
17,000 |
|
|
- |
|
|
49,000 |
|
|
132,000 |
|
||||||
Selling and marketing |
|
14,000 |
|
|
160,000 |
|
|
16,000 |
|
|
212,000 |
|
||||||
General and administrative |
|
513,000 |
|
|
923,000 |
|
|
1,005,000 |
|
|
1,125,000 |
|
||||||
$ |
545,000 |
|
$ |
1,083,000 |
|
$ |
1,080,000 |
|
$ |
1,584,000 |
|
|||||||
(3) Intangible Amortization is included as follows: |
||||||||||||||||||
Cost of revenues |
|
2,906,000 |
|
|
2,486,000 |
|
|
8,745,000 |
|
|
7,432,000 |
|
||||||
Research and development |
|
76,000 |
|
|
76,000 |
|
|
227,000 |
|
|
227,000 |
|
||||||
Selling and marketing |
|
3,349,000 |
|
|
3,106,000 |
|
|
10,025,000 |
|
|
9,333,000 |
|
||||||
$ |
6,331,000 |
|
$ |
5,668,000 |
|
$ |
18,997,000 |
|
$ |
16,992,000 |
|
|||||||
(4) Corporate separation payment is included as follows: |
||||||||||||||||||
Cost of revenues |
|
- |
|
|
- |
|
|
52,000 |
|
|
867,000 |
|
||||||
Research and development |
|
- |
|
|
- |
|
|
167,000 |
|
|
128,000 |
|
||||||
Selling and marketing |
|
(18,000 |
) |
|
- |
|
|
156,000 |
|
|
439,000 |
|
||||||
General and administrative |
|
- |
|
|
- |
|
|
45,000 |
|
|
109,000 |
|
||||||
$ |
(18,000 |
) |
$ |
- |
|
$ |
420,000 |
|
$ |
1,543,000 |
|
|||||||
(5) Net Income tax components: |
||||||||||||||||||
Current tax (benefit)/expense |
|
232,000 |
|
|
119,000 |
|
|
509,000 |
|
|
(115,000 |
) |
||||||
Deferred tax (benefit)/expense |
|
(345,000 |
) |
|
1,077,000 |
|
|
(1,077,000 |
) |
|
(129,000 |
) |
||||||
$ |
(113,000 |
) |
$ |
1,196,000 |
|
$ |
(568,000 |
) |
$ |
(244,000 |
) |
|||||||
This presentation includes Non-GAAP measures. Our Non-GAAP measures, including "Non-GAAP adjusted net income and net income per share excluding deferred tax expense" are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations of these measures, see Notes to Reconciliation of GAAP to Non-GAAP Financial Measures on the next page. |
NOTES TO RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
USE OF NON-GAAP FINANCIAL INFORMATION
The Company occasionally utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in
ADJUSTED NON-GAAP MEASURES
Our Non-GAAP measures adjust GAAP Cost of revenue, Gross profit, Research and development expense, Selling and marketing expense, General and administrative expense, Operating income, Net income, Net Income excluding deferred tax (benefit) expense, Net income per share - diluted, Net income per share - diluted excluding deferred tax (benefit) expense, and EBITDA for non-cash stock-based compensation expense, and strategic consulting and litigation costs to derive Non-GAAP adjusted Cost of revenue, adjusted Gross profit, adjusted Research and development expense, adjusted Selling and marketing expense, adjusted General and administrative expense, adjusted Operating income, adjusted Net income, adjusted Net income per share - diluted and adjusted EBITDA. We provide a reconciliation of these adjusted Non-GAAP measures to GAAP Gross profit, Operating income, Net income, Net income per share - diluted and EBITDA.
Our forward-looking adjusted Non-GAAP earnings per share information consistently excludes non-cash stock-based compensation expense. Additionally, the adjusted Non-GAAP earnings per share will consistently exclude litigation expenses and non-recurring items that impact our ongoing business. See items (A) through (E) below for further information on the current quarter's reconciling items.
Items (A) through (F) on the "Reconciliation of GAAP to Non-GAAP Financial Measures" table are listed to the right of certain categories under "Gross profit," "Operating income," "Net income," "Net income excluding deferred tax (benefit) expense," "Net income per share - diluted," "Net income per share excluding deferred tax (benefit) expense- diluted," and "EBITDA" and correspond to the categories explained in further detail below under (A) through (F).
(A) Non-cash stock-based compensation charges relating to stock option grants, restricted stock, and restricted stock units awarded to and accounted for in accordance with Share-Based Payment accounting guidance. See (1) on previous page for breakdown of stock-based compensation. Because of varying valuation methodologies, subjective assumptions and varying award types, the Company believes that the exclusion of stock-based compensation charges provides for more accurate comparisons to our peer companies and for a more accurate comparison of our financial results to previous periods. Additionally, the Company believes it is useful to investors to understand the specific impact of non-cash stock-based compensation charges on our operating results.
(B) Strategic consulting, acquisition integration and litigation costs. See item (2) on previous page. The Company’s management excludes certain board-directed consulting costs and litigation expenses when evaluating its ongoing performance and/or predicting its earnings trends and therefore excludes these charges on our adjusted operating results.
(C) Intangible amortization costs. See item (3) on previous page. The Company’s management excludes amortization expenses associated with the acquisition of intangible assets when evaluating its ongoing performance and/or predicting its earnings trends and therefore excludes these charges on our adjusted operating results.
(D) Corporate separation payment relating to employment termination benefits agreement. See item (4) on previous page. The Company’s management excludes these costs when evaluating its ongoing performance and/or predicting its earnings trends and therefore excludes these charges on our adjusted operating results.
(E) Deferred tax expense represents the non-cash tax expense included in the GAAP tax provision, including the current period utilization of deferred tax assets created in previous periods. The remaining provision for income taxes represents expected cash taxes to be paid.
(F) EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA adds back stock-based compensation charges and litigation expenses
View source version on businesswire.com: https://www.businesswire.com/news/home/20211108005672/en/
Zix Company Contact
1-214-370-2241
gbibby@zixcorp.com
Zix Investor Contact
Gateway Investor Relations
1-949-574-3860
ZIXI@gatewayir.com
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