NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Statements in this report which are not purely historical facts or which necessarily depend upon future events, including statements about trends, uncertainties, hopes, beliefs, anticipations, expectations, plans, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. 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 risks and uncertainties related to how privacy and data security law mandates may affect demand for Zix's products, business disruptions, uncertainty and market instability stemming from the COVID-19 pandemic as well as governmental actions related thereto, and those risks additionally described in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 . Any of these risk factors could have a material adverse effect on our business, financial condition or financial results and reduce the value of an investment in our securities. We may not succeed in addressing these and other risks associated with an investment in our securities, with our business and with our achieving any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to us on the date the statements are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
Zix® (the "Company," "we," "our," or "us") is a leading cloud provider of email security, productivity and compliance solutions. Trusted by the nation's most influential institutions in healthcare, finance and government, Zix delivers a superior experience and easy-to-use solutions for email encryption, data loss prevention ("DLP"), advanced threat protection, unified archiving and cloud data backup. As a leading provider of cloud-based cybersecurity, compliance, and productivity solutions for businesses of all sizes, we are focused on the protection of business communication, enabling our customers to better secure data and meet compliance needs. We serve organizations in many industries, with particular emphasis on the healthcare (including multiple major hospitals and severalBlue Cross Blue Shield plans), financial services (including several majorU.S. Banks), and insurance and government (including theU.S. Securities and Exchange Commission (the "SEC")) sectors. Our email encryption and DLP capabilities enable the secure exchange of email that includes sensitive information. Through a comprehensive secure messaging service, called Email Encryption (formerly ZixEncrypt), we allow an enterprise to use policy-driven rules to determine which email messages should be sent securely or quarantined for review to comply with regulations or company-defined policies. The main differentiation for Email Encryption in the marketplace is our exceptional ease of use. The best example of this is our ability to provide transparent delivery of encrypted email. Most email encryption solutions are focused on the sender. They typically introduce an added burden on recipients, often requiring additional user authentication with the creation of a new user identity and password. We designed our solution to alleviate the recipient's burden by enabling the delivery of encrypted email automatically and transparently. Zix enables transparent delivery through (1) The Directory (formerly ZixDirectory®), an email encryption community which is designed to share identities of our tens of millions of members, (2) Zix's patented Best Method of Delivery®, which is designed to deliver email in the most secure, most convenient method possible for the recipient, and (3) policy-based encryption, which automatically encrypts and decrypts messages with sensitive content. Our Email Encryption also addresses a business's greatest source of data loss - corporate email- with an easy, straightforward DLP approach. By focusing strictly on the risks of email, Email Encryption simplifies DLP in comparison to other DLP solutions by decreasing complexity and cost, reducing deployment time and minimizing impact on customer resources and workflow. Our Email Encryption solution enables DLP capabilities for email by combining proven policy and content scanning capabilities with quarantine functionality. The quarantine system and its intuitive interface allow administrators to (1) easily define policies and create custom lexicons for quarantining email messages, (2) conveniently manage quarantined messages using flexible searching and filtering options, (3) release or delete individual or multiple quarantined messages with one click, (4) review reports that monitor quarantine activities and trends and (5) automate custom notifications informing employees of quarantined messages. InMarch 2017 , Zix acquiredGreenview Data, Inc. ("Greenview"), an email security company. Zix's acquisition of Greenview addresses increasing buyer demand for email security bundles by adding advanced threat protection, antivirus, anti-spam and archiving capabilities to its industry-leading email encryption. Greenview was a good fit for Zix's business based on its employees' expertise in email security and its emphasis on customer success, which align with Zix's reputation for delivering industry-leading solutions and a superior experience. 20
-------------------------------------------------------------------------------- Through the acquisition of Greenview, Zix launched two new solutions inApril 2017 - ZixProtectSM and ZixArchiveSM. ZixProtect is now called Advanced Email Threat Protection while ZixArchive is now called Information Archive. Advanced Email Threat Protection defends organizations from zero-day malware, ransomware, phishing, CEO fraud, W-2 phishing attacks, spam and viruses in email with multi-layer filtering techniques. Accuracy in protecting organizations from email threats is increased further with automated traffic analysis, machine learning and real-time threat analysis. The solution is available as a cloud-based service in a variety of bundles. Information Archive is a low-cost, cloud-based email retention solution that easily enables user retrieval, compliance and eDiscovery. Available as a standalone or add-on solution for other products, Zix's Information Archive includes policy-based retention, automatic indexing and flexible search capabilities for audit and legal requirements. With on-demand access through the cloud, organizations can conveniently share messages with employees, auditors and outside consultants or legal counsel, as well as revoke access when needed. InApril 2018 , Zix acquired Erado, a unified archiving company. Erado strengthened Zix's comprehensive archiving solutions with unified archiving, supervision, security, and messaging solutions for customers that demand bundled services. Erado's long standing focus on helping its customers comply withFINRA andSEC regulations helped further strengthen Zix's offerings for customers with compliance requirements. This acquisition also expanded Zix's cloud-based email archiving capabilities into more than 50 content channels, including social media, instant message, mobile, web, audio and video. OnFebruary 20, 2019 , Zix acquiredAppRiver , a leading provider of cloud-based cybersecurity solutions for Small and Medium Businesses ("SMB"). The combined company creates one of the leading cloud based security solutions providers, particularly for the small and mid-size enterprise market. This acquisition further strengthened that alignment by bolstering our Advanced Threat Protection offerings, expanding our go-to-market channels, and providing a stronger cloud platform to drive even more value for our customers and partners. In addition, we now can directly offer Microsoft's substantial catalog of productivity and Microsoft Office 365 cloud email solutions.
On
OnNovember 5, 2020 , Zix acquired CloudAlly, a pioneer of enterprise-grade, software-as-a-service (SaaS) cloud backup and recovery solutions. CloudAlly provides a secure cloud data backup solution for critical business information, including backup services for Microsoft O365 cloud email, Google applications, and Salesforce. Our business operations and service offerings are supported by the ZixData Center™, which is ISO 27001 certified, SOC2 accredited and SOC 3 certified for applicable services. The operations of the ZixData Center are independently audited annually to maintain ISO 27001 certification covering numerous categories and controls and AICPA SOC3 certification in the areas of security, confidentiality, integrity and availability. Auditors also produce a SOC2 report on the effectiveness of operational controls used over the audit period. Our company was incorporated as a corporation inTexas in 1988. Originally namedAmtech Corporation , we changed our name to ZixIt® Corporation in 1999 when we entered the encrypted email market. In 2002, we becameZix Corporation , and in 2017, the Company rebranded to Zix.
Impacts of COVID-19
InMarch 2020 , theWorld Health Organization declared the outbreak of a novel strain of the coronavirus ("COVID-19") to be a pandemic. The pandemic has resulted in significant, unpredictable, and rapidly changing impacts onthe United States and global economies. The COVID-19 pandemic and government responses have included limiting the operations of non-essential businesses and may result in long-term harm or permanent closures impacting our customers and our vendors. While COVID-19 had a minimal impact to our first and second quarter 2021 financial results, Zix has taken steps to ensure the resilience of our company, while protecting the email security of our customers and the health of our employees, including the following actions:
• Offering healthy email checks and evaluating other efficiency solutions
for our customers;
• Working with partners and customers to provide more flexible billing
schedules;
• Initially moving over 95% of our employees to remote work arrangements
then moving toward a predominantly hybrid approach to work arrangements
while maintaining the integrity of our data center operations and providing continued support for our customers;
• Maintaining effective governance and internal controls in a remote work
environment;
• Reducing executive salaries and fees to our Board of Directors in 2020;
• Implementing a reduction in force in both 2020 and 2021, completed through
both voluntary and involuntary separation; 21
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• Slowing our hiring plans, and reducing planned travel and conference
expenses; and
• Continued review and adjustment of other operating expenses for potential
savings, including reduction of excess capacities in our network data centers; We have continued to provide our cloud email security, productivity and compliance solutions services to our customers and vendors during this ongoing pandemic. The full extent of the impact of the COVID-19 pandemic, or variants thereof, on the Company's operational and financial performance is currently uncertain and will depend on many factors outside the Company's control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of protective public safety measures, and the impact of the pandemic on the global economy, demand for consumer products, and the labor market competition resulting in increased employee turnover. See the additional risk factor regarding COVID-19 included in Part I - Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year endedDecember 31, 2020 .
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted inthe United States requires the Company's management to make estimates and assumptions that affect the amounts reported in the Company's condensed consolidated financial statements and accompanying notes. These estimates and assumptions take into account historical and forward looking factors that the Company believes are reasonable, including but not limited to the potential impacts arising from COVID-19, or variants thereof, and public and private sector policies and initiatives aimed at reducing its transmission. As the extent and duration of the impacts of COVID-19 remain unclear, the Company's estimates and assumptions may evolve as conditions change. Actual results could differ from these estimates and assumptions. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of the Company's financial condition and results and require management's most subjective judgments. We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies, of the "Notes to Consolidated Financial Statements" included in our Annual Report on Form 10-K for the year endedDecember 31, 2020 . We discuss our Critical Accounting Policies and Estimates in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year endedDecember 31, 2020 . Results of Operations
Second Quarter 2021 Summary of Operations
Financial
• Revenue for the quarter ended
with$53.3 million for the same period in 2020, representing an 18% increase.
• Gross margin for the quarter ended
45% of revenues), compared with
comparable period in 2020.
• Net loss for the quarter ended
with net loss of
• Net loss attributable to common shareholders for the quarter ended June
30, 2021, was
shareholders of
Company's net loss attributable to common shareholders includes a deemed
and accrued dividend to preferred shareholders of$2.4 million and$2.2 million , for the three month periods endedJune 30, 2021 and 2020, respectively.
• Net loss per diluted share was
compared with net loss per diluted share of
in 2020.
• Ending cash and cash equivalents were$33.9 million onJune 30, 2021 , compared with$14.1 million onJune 30, 2020 , and$21.4 million onDecember 31, 2020 . 22
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Operations
• Total billings for the quarter ended
compared with
15% increase.
• The annual recurring revenue value of our customer subscriptions as ofJune 30, 2021 , was$252.4 million , compared with$215.9 million for the same period in 2020, representing an increase of$36.5 million .
• Net cash provided by operations in the six months ended
same period in 2020, representing a
• As of
million as of
Revenues
Our Company provides subscription-based services. The following table sets forth the quarter-over-quarter comparison of the Company's revenues:
3-month Variance 6-month Variance Three Months Ended June 30, 2021 vs. 2020 Six Months ended June 30, 2021 vs. 2020 (in thousands) 2021 2020 $ % 2021 2020 $ % Revenues$ 62,829 $ 53,337 $ 9,492 18 %$ 122,844 $ 105,771 $ 17,073 16 % Our revenue increase is the result of 12% and 11% growth in our core business in the three and six months endedJune 30, 2021 , respectively, due to continued success in our subscription-based business model with both steady additions to the subscriber base and a high rate of existing customer renewals and the realization of previously contracted revenue in our backlog. Our CloudAlly business, acquired inNovember 2020 , additionally contributed$2.7 million and$5.0 million in revenue to our three and six months endedJune 30, 2021 , respectively. Additionally, with continued expansion intoEurope , our German subsidiary, launched in the second quarter of 2021, contributed$237 thousand of revenue. Annual Recurring Revenue We measure the health of our subscriber base by the growth of our Annual Recurring Revenue ("ARR"), which is defined 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. ARR aids us in determining to what extent individual customer relationships, considered in the aggregate, are growing or declining in financial magnitude. ARR is summarized in the table below: Variance As of June 30, 2021 vs. 2020 (in thousands) 2021 2020 $ % Annual Recurring Revenue$ 252,435 $ 215,914 $ 36,521 17 % Backlog Our end-user order backlog is comprised of contractually binding agreements that we expect to amortize into revenue as the services are performed. The timing of revenue is affected by both the length of time required to deploy a service and the length of the service contract. As ofJune 30, 2021 , total backlog was$82.9 million , and we expect approximately 76% of the total backlog, or approximately$63.1 million , to be recognized as revenue during the next twelve months. As ofJune 30, 2021 , the backlog was comprised of the following elements:$44.0 million of deferred revenue that has been billed and paid,$12.2 million billed but unpaid, and approximately$26.7 million of unbilled contracts. The backlog atJune 30, 2021 , was 2% lower than the$85.0 million backlog at the end of the second quarter 2020, and 1% lower than the ending backlog of$83.4 million atDecember 31, 2020 . Our decrease in backlog is the result of timing of our customer contracts and our continued shift toward a monthly subscription model. 23 --------------------------------------------------------------------------------
Cost of Revenues
The following table sets forth the quarter-over-quarter comparison of the cost of revenues: 3-month Variance 6-month Variance Three Months Ended June 30, 2021 vs. 2020 Six Months ended June 30, 2021 vs. 2020 (in thousands) 2021 2020 $ % 2021 2020 $ % Cost of revenues$ 34,604 $ 28,258 $ 6,346 22 %$ 67,742 $ 54,337 $ 13,405 25 % Cost of revenues is comprised of costs related to operating and maintaining the ZixData Center, a field deployment team, customer service and support, Microsoft fees associated with the resale of Microsoft Office365 and hosted exchange products, and the amortization of Company-owned, customer-based computer appliances. The increases in 2021 compared to 2020 reflected in the table above result from our sales of Microsoft Office365 and hosted exchange products, which comprise 53% and 54% of total Company revenue earned in the three and six months endedJune 30, 2021 , respectively.
Research and Development Expenses
The following table sets forth the quarter-over-quarter comparison of our research and development expenses:
3-month Variance 6-month Variance Three Months Ended June 30, 2021 vs. 2020 Six Months ended June 30, 2021 vs. 2020 (in thousands) 2021 2020 $ % 2021 2020 $ % Research and development expenses$ 6,882 $ 5,820 $ 1,062 18 %$ 12,942 $ 11,206 $ 1,736 15 % Research and development expenses consist primarily of salary, benefits, and stock-based compensation for our development staff, independent development contractor expenses, amortization of internally developed software, and other direct and indirect costs associated with enhancing our existing products and services and developing new products and services. The increase in 2021 compared to 2020 reflected in the table above resulted primarily from the amortization of previously capitalized internal use software due to project completions.
Selling and Marketing Expenses
The following table sets forth the quarter-over-quarter comparison of our selling and marketing expenses:
3-month Variance 6-month Variance Three Months Ended June 30, 2021 vs. 2020 Six Months ended June 30, 2021 vs. 2020 (in thousands) 2021 2020 $ % 2021 2020 $ % Selling and marketing expenses$ 15,646 $ 14,458 $ 1,188 8 %$ 30,568 $ 28,799 $ 1,769 6 % Selling and marketing expenses consist primarily of salary, commissions, travel, stock-based compensation and employee benefits for selling and marketing personnel as well as costs associated with promotional activities and advertising. The increase in the three and six months endedJune 30, 2021 , compared to the same period in 2020, was due primarily to increases in stock-based compensation, additional credit card fees attributable to increased monthly billings, and higher commission expense. Offsets to our increase in these periods include decreases in severance and advertising expense.
General and Administrative Expenses
The following table sets forth the quarter-over-quarter comparison of our general and administrative expenses:
3-month Variance 6-month Variance Three Months Ended June 30, 2021 vs. 2020 Six Months ended June 30, 2021 vs. 2020 (in thousands) 2021 2020 $ % 2021 2020 $ % General and administrative expenses$ 6,745 $ 4,758 $ 1,987 42 %$ 13,120 $ 10,446 $ 2,674 26 % 24
-------------------------------------------------------------------------------- General and administrative expenses consist primarily of salary and bonuses, travel, stock-based compensation and benefits for administrative and executive personnel as well as fees for professional services and other general corporate activities. The increase in the three and six months endedJune 30, 2021 , compared with the same period in 2020 resulted primarily from increases in our stock based compensation expense and in our salaries and benefits.
Other Income (Expense)
Our other income (expense) consists primarily of interest expense associated with our debt. During the three months endedJune 30, 2021 and 2020, we recorded interest expense of$2.2 million and$2.5 million , respectively. During the six months endedJune 30, 2021 and 2020, we recorded interest expense of$4.3 million and$5.2 million , respectively. AtJune 30, 2021 , our outstanding debt balance was$211.3 million based on 4.05% effective interest rate during the period. See above Note 7 "Long-term Debt" for additional information regarding our debt. Provision for Income Taxes The provision for income taxes was a$352 thousand and a$570 thousand benefit for the three month periods endedJune 30, 2021 and 2020, respectively, and a$455 thousand and a$1.4 million benefit for each of the six months endedJune 30, 2021 and 2020, respectively. The operating losses incurred by the Company'sU.S. operations in past years and the resulting net operating losses forU.S. Federal income tax purposes are subject to a$23.5 million reserve because of the uncertainty of future taxable income levels sufficient to utilize our net operating losses and credits. OurJune 30, 2021 , provision benefit of$455 thousand included$772 thousand deferred taxes benefit, offset by state taxes payable based on gross revenues. OurJune 30, 2020 , provision benefit of$1.4 million included$1.2 million in deferred taxes, and a$337 thousand tax benefit related to the return of federal Alternative Minimum Tax credits, all of which was offset by state taxes then payable based on gross revenues. No tax penalty-related charges were accrued or recognized for the three month periods endedJune 30, 2021 and 2020. Additionally, we have not taken a tax position that would have a material effect on our financial statements or our effective tax rate for the three-month period endedJune 30, 2021 . We are currently subject to a three-year statute of limitations by major tax jurisdictions. AtJune 30, 2021 , the Company partially reserved itsU.S. net deferred tax assets due to the uncertainty of future taxable income being sufficient to utilize net loss carryforwards prior to their expiration, as noted above. The Company did not reserve$33.4 million of itsU.S. net deferred tax assets. The majority of this unreserved portion related to$25.9 million inU.S. net operating losses ("NOLs") because we believe the Company will generate sufficient taxable income in future years to utilize these NOLs prior to their expiration. The remaining balance consists of$6.0 million relating to temporary differences between GAAP and tax-related expense, Federal R&D credits of$1.9 million , and$978 thousand relating toU.S. state income tax credits and net operating loss carryovers. These items are offset by a$1.4 million Israeli deferred tax liability. Any reduction or increase to the$23.5 million valuation allowance related to our deferred tax asset would be based on an assessment of future utilization following accounting guidance, which relies largely on historical and projected earnings. For this reason, the Company has recognized its first and second quarter 2021 federal deferred tax provision in full. If in future periods we conclude our futureU.S. federal taxable estimate established at the end of the year will either fail to meet or exceed the prior year estimate, the Company will offset its federal deferred tax provision by increasing or reducing its valuation allowance accordingly by an equal amount, thereby eliminating from its deferred tax provision federal taxes from the Company's financial statements. Significant judgment is required in determining any valuation allowance recorded against the deferred tax asset. In assessing the need for such an allowance, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. The Company will continue to reevaluate the need for its valuation allowance each quarter, following the same assessment methodology described above. An increase or decrease to our valuation allowance could have a significant impact on operating results for each period during which it becomes more likely than not that an additional portion of our deferred tax assets will or will not be realized. We have determined that utilization of existing net operating losses against future taxable income is not currently subject to limitation by Section 382 of the Internal Revenue Code. Future ownership changes, however, may limit the Company's ability to fully utilize its existing net operating loss carryforwards against future taxable income. The Company currently hasU.S. federal net operating loss carryforwards of approximately$232 million which begin to expire in 2021. Net Loss Our net loss for the three months endedJune 30, 2021 , of$2.9 million was a decline of$1.0 million compared to our net loss of$1.9 million for the same period last year. The decline in our net loss was primarily due to increases in our operating expenses, offset by increased revenue. 25 --------------------------------------------------------------------------------
Liquidity and Capital Resources
Overview
Based on our performance over the last four quarters and current expectations, including our assessment of the COVID-19 potential impact to our Company, we believe our cash and cash equivalents, cash generated from operations, and availability under our$25 million Revolving Facility (which was undrawn as ofJune 30, 2021 and available to fund working capital and for other general corporate purposes, including the financing of permitted acquisitions, investments, and restricted payments, subject, in both cases, to the conditions contained in the Credit Agreement) will satisfy our working capital needs, capital expenditure requirements, investment requirements, contractual obligations, commitments, and other liquidity requirements associated with our operations through at least the next twelve months. We plan for and measure our liquidity and capital resources through an annual budgeting process and quarterly reviews, and we will continue to monitor our position to protect our Company against uncertainties related to the COVID-19 pandemic. During the first six months of 2021, net cash provided by operations was$25.4 million , an increase of$16.2 million compared with the$9.1 million of net cash provided by operations in the first six months of 2020. AtJune 30, 2021 , our cash and cash equivalents totaled$33.9 million , an increase of$12.5 million from theDecember 31, 2020 balance, and we had outstanding debt of$211.3 million .
Sources and Uses of Cash Summary
Six Months Ended June 30, (In thousands) 2021 2020 Net cash provided by operations$ 25,356 $ 9,120 Net cash used in investing activities$ (9,006 )
956 Our primary source of liquidity from our operations is the collection of revenue in advance from our customers and collection of accounts receivable from our customers, net of the timing of payments to our vendors and service providers. Our investing activities in the first six months of 2021 consisted of$8.7 million for capital expenditures, which includes$7.6 million in capitalized internal-use software and$1.1 million related to purchases of computer and networking equipment. The Company additional incurred a$339 thousand working capital adjustment for our CloudAlly acquisition completed inNovember 2020 . Our investing activities in the first six months of 2020 consisted of$9.3 million for capital expenditures, which included$7.3 million in capitalized internal-use software, and$2.0 million for computer and networking equipment. Financing activities in the first six months of 2021 include using$2.4 million in the repurchase of common stock related to the tax impact of vesting restricted awards,$1.1 million for principal payments of our long-term debt, and$363 thousand for payments on our finance leases. This usage was offset by$251 thousand received from the exercise of stock options. Financing activities in the first six months of 2020 included$6.0 million drawn from our Revolving Facility and$334 thousand received from the exercise of stock options. We used$2.6 million in the repurchase of common stock related to the tax impact of vesting restricted awards,$1.1 million for contingent consideration payment associated with our acquisition of Erado,$925 thousand for principal payments of our long-term debt, and$746 thousand for payments on our finance leases. 26 --------------------------------------------------------------------------------
Options of Zix Common Stock
We have significant stock options outstanding that are currently vested. There is no assurance that any of these options will be exercised; therefore, the extent of future cash inflow from additional option activity is not certain. The following table summarizes the options that were outstanding as ofJune 30, 2021 . The vested shares are a subset of the outstanding shares. The value of the shares is the number of shares multiplied by the exercise price for each share. Summary of Outstanding Options Total Value of Vested Options Outstanding (included in Total Value of Outstanding Options outstanding Vested Options Exercise Price Range Options (In thousands) options) (In thousands)$2.00 -$3.49 180,000 $ 481 180,000 $ 481$3.50 -$4.99 397,010 1,504 397,010 1,504$5.00 -$6.49 - - - -$6.50 -$7.99 100,000 670 12,500 84$8.00 -$9.50 100,000 803 31,250 251 Total 777,010 $ 3,458 620,760 $ 2,320
Off-Balance Sheet Arrangements
None.
Contractual Obligations, Contingent Liabilities and Commitments
We have not entered into any material, non-cancelable purchase commitments at
We have severance agreements with certain employees which would require the Company to pay approximately$6.4 million if all such employees were terminated from employment with our Company following a triggering event (e.g., change of control) as defined in the severance agreements.
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