Business Wire | Aug 5, 2020 04:06PM EDT

Zix Reports Second Quarter 2020 Financial Results

Aug. 05, 2020

DALLAS--(BUSINESS WIRE)--Aug. 05, 2020--Zix Corporation (Zix) (NASDAQ: ZIXI), a leading provider of cloud email security, productivity and compliance solutions, today announced financial results for the second quarter ended June 30, 2020.

Second Quarter 2020 Financial Highlights (results compared to the same year-ago quarter)

* Revenue increased 16% to $53.3 million. * Annual recurring revenue (ARR) increased 11% to $215.9 million. * GAAP net loss attributable to common stockholders totaled ($4.1) million compared to a year ago net loss attributable to common stockholders of ($7.1) million. The company's Q2 net loss attributable to common shareholders includes the effect of a deemed dividend to preferred shareholders of $2.2 million and acquisition-related expenses of $0.1 million. * GAAP fully diluted earnings (loss) per share attributable to common stockholders totaled ($0.08) compared to ($0.13). * Non-GAAP adjusted net income before deemed dividends and excluding deferred tax (benefit) expense totaled $8.0 million compared to $5.8 million. * Non-GAAP adjusted net income per share before deemed dividends and excluding deferred tax (benefit) expense increased 32% to $0.15. * Adjusted EBITDA increased 18% to $12.7 million, representing an adjusted EBITDA margin of 24%. * The company ended the quarter with $14.1 million in cash. Cash flow from operations was $4.7 million, an increase of $3.0 million compared to the same year-ago quarter.

Recent Operational Highlights

* 93% of all new customers in Q2 2020 were brought onto the new Zix Secure Cloud platform. * Zix added 56,386 cloud mailboxes in Q2 2020, bringing the total number of productivity mailboxes to 1,059,829. * AppRiver direct customers and Managed Service Provider partners (MSPs) started 1,212 trials of SecureTide, ZixEncrypt and ZixArchive in Q2 2020.

Management Commentary

"The dramatic shift to remote work in the second quarter allowed us to support our customers and partners more assertively than ever before," said David Wagner, Zix's Chief Executive Officer. "Even under that strain, we again delivered profitable growth with 16% revenue growth and 18% adjusted EBITDA growth, further demonstrating the resiliency of our operating model and the importance of secure remote work to our partners and customers. We are benefitting from this positioning as we empower our partners and customers with the technology, tools, and service to drive cloud adoption and digital transformation. Our partners are the digital-first responders in the face of a tsunami of demands placed on them to support remote work. In today's uncertain and constantly evolving environment, we exceeded all of our financial objectives and we remain confident in our ability to deliver on our vision of becoming the leading provider of cloud email productivity, security, and compliance solutions for businesses of all sizes."

Zix's Chief Financial Officer Dave Rockvam commented: "We delivered on our financial guidance for the quarter and maintained our commitment to consistently delivering profitable adjusted EBITDA growth on an absolute basis. We are encouraged by our continued success with productivity, in particular, as it provides a highly effective entry point for attaching our organic, higher-margin products. We are confident that we can leverage this opportunity as we bring new customers onto our Secure Cloud platform. Now with over 90% of customers beginning their journey on Secure Cloud, it is easier than ever to take advantage of multiple Zix products in our modern workplace ecosystem. As an illustrative example, our top five new customer transactions in the quarter averaged three solutions, respectively. While our business continues to operate according to plan, we are also encouraged by the strength of our financial foundation. The over $30 million of cash and other available financial resources at our disposal, coupled with our considerable free cash flow generation and adjusted EBITDA outlook, provide us with a diversified and stable plan to meet our debt obligations as well as execute our growth plan."

Second Quarter 2020 Corporate Financial Summary and Other Operational Metrics

$ in Millions, except per share data Q2 2020 Q2 2019 Change ^(1)

Revenue $53.3 $45.9 16.2%

GAAP Net Income (Loss) Attributable to Common ($4.1) ($7.1) 41.8%Stockholders

GAAP Net Income (Loss) Per Share Attributable to Common ($0.08) ($0.13) 43.7%Stockholders - Diluted

Non-GAAP Adjusted Net Income Attributable to Common $5.7 $2.5 134.4%Stockholders ^(3)

Non-GAAP Adjusted Net Income Per Share Attributable to $0.10 $0.05 117.5%Common Stockholders - Diluted ^(3)

Non-GAAP Adjusted Net Income Before Deemed Dividends^(3) $8.5 $6.7 26.9%

Non-GAAP Adjusted Net Income Per Share Before Deemed $0.16 $0.13 22.8%Dividends - Diluted^(3)

Non-GAAP Adjusted Net Income Before Deemed Dividends $8.0 $5.8 36.8%Excluding Deferred Tax (Benefit) Expense^(3)

Non-GAAP Adjusted Net Income Per Share Before Deemed $0.15 $0.11 32.4%Dividends Excluding Deferred Tax (Benefit) Expense^(3)

EBITDA ^(2)(3) $7.8 $5.4 44.3%

EBITDA Margin 14.5% 11.7% 2.8 pts

Adjusted EBITDA ^(3) $12.7 $10.7 18.1%

Adjusted EBITDA Margin ^(3) 23.8% 23.4% 0.4 pts

Total Billings $52.1 $46.3 12.6%

(1) Changes are based on actual numbers versus numbers shown in the columns, which may reflect rounding

(2) Earnings before interest, taxes, depreciation and amortization

A reconciliation of GAAP to non-GAAP results is included in this press(3) release and available on the Zix investor relations website at http:// investor.zixcorp.com

Financial Outlook

Zix provides guidance based on current market conditions and expectations. The company emphasizes that the guidance is subject to various important cautionary factors referenced in the section entitled "Forward-Looking Statements" below, including risks and uncertainties associated with the COVID-19 pandemic.

For the third quarter of 2020, the company forecasts revenue to range between $53.5 million and $54.0 million, which implies a 12% to 13% growth rate compared to the same year-ago quarter. The company forecasts fully diluted GAAP earnings (loss) per share (attributable to common stockholders) to be in the range of ($0.02) and ($0.01), and fully diluted non-GAAP adjusted earnings per share (attributable to common stockholders) before deemed dividends and excluding deferred tax (benefit) expense to be in the range of $0.15 and $0.16, for the third quarter of 2020. The company forecasts adjusted EBITDA to be approximately 24% to 25% of forecast revenue for Q3 2020. The per share guidance figures are based on an approximate basic share count of 55.3 million for Q3 2020.

Based on management's current visibility, the company has updated its revenue range for the full fiscal year of 2020 to reflect the currently anticipated impact of the COVID-19 pandemic on its operations. The company now forecasts revenue to range between $211 million and $217 million, representing an increase of between 22% and 25% compared to fiscal year 2019. The company also expects fully diluted GAAP earnings (loss) per share (attributable to common stockholders) to range between ($0.13) and ($0.09) and fully diluted non-GAAP adjusted earnings per share (attributable to common stockholders) before deemed dividends and excluding deferred tax (benefit) expense to be $0.58 to $0.60 for fiscal year 2020. The company forecasts adjusted EBITDA to be in the range of $51.0 million and $53.0 million (or 23% to 25% of forecast revenue) for 2020, representing a year-over-year increase of between 29% and 34% compared to fiscal year 2019. The per share figures are based on an approximate basic average share count of 54.8 million for 2020.

Conference Call Information

Management will discuss these financial results and outlook on a conference call today (August 5, 2020) at 5:00 p.m. ET (2:00 p.m. PT).

A live webcast of the conference call will be available in the investor relations section of Zix's website here. Alternatively, participants can access the conference call by dialing 1-855-853-6940 (U.S. toll-free) or 1-720-634-2906 (international) at least 15 minutes before the call and entering access code 4337915. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 1-949-574-3860.

An audio replay of the conference will be available for seven days by dialing 1-855-859-2056 (U.S. toll-free) or 1-404-537-3406 (international) and entering the access code 4337915. An archive of the webcast will also be available on the Zix investor relations website.

About Zix Corporation

Zix Corporation (Zix) is a leading provider of cloud 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 and data loss prevention, advanced threat protection, unified information archiving and bring your own device (BYOD) mobile security. Focusing on the protection of business communication, Zix enables its customers to better secure data and meet compliance needs. Zix is publicly traded on the Nasdaq Global Market under the symbol ZIXI. For more information, visit www.zixcorp.com.

Forward-Looking Statements

As more fully described in Zix's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which is expected to be filed with the SEC by August 10, 2020, the company has been actively monitoring the COVID-19 situation and its impact on both the company and the world in which we operate. The impact of COVID-19 and unprecedented measures to prevent its spread are affecting our business in various ways such as causing volatility in demand for our products, changes in customer behavior, including their spending and payment patterns, disruptions in the operations of our third party suppliers and business partners, and limitations on our employees' ability to work and travel. We expect the ultimate significance of the impact on our financial and operational results will be dictated by the length of time that these circumstances continue, which will depend on the currently unknowable extent and duration of the COVID-19 pandemic and governmental and public actions taken in response. These factors also make it more challenging for management to estimate the future performance of our business, particularly over the near term.

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 or 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 Securities and Exchange Commission, as those risk factors may be supplemented in subsequent filings.

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.

ZIX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,

2020 December 31,

(unaudited) 2019

ASSETS

Current assets:

Cash and cash equivalents $ 14,057,000 $ 13,349,000

Receivables, net 12,911,000 10,081,000

Prepaid and other current assets 5,612,000 4,984,000

Total current assets 32,580,000 28,414,000

Property and equipment, net 8,073,000 8,591,000

Operating lease assets 9,428,000 10,128,000

Other assets and deferred costs 12,308,000 11,968,000

Intangible Assets, Net 140,089,000 145,876,000

Goodwill 170,694,000 171,209,000

Deferred tax assets 37,767,000 36,535,000

Total assets $ 410,939,000 $ 412,721,000

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS'EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 22,862,000 $ 28,132,000

Deferred revenue 41,472,000 40,757,000

Other current liabilities 5,463,000 6,135,000

Total current liabilities 69,797,000 75,024,000

Long-term liabilities:

Deferred revenue 1,560,000 2,524,000

Operating and finance lease liabilities 8,268,000 9,105,000

Debt 183,972,000 178,250,000

Total long-term liabilities 193,800,000 189,879,000

Total liabilities 263,597,000 264,903,000

Total preferred stock 110,974,000 106,527,000

Total stockholders' equity 36,368,000 41,291,000

Total liabilities, preferred stock and $ 410,939,000 $ 412,721,000stockholders' equity



ZIX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

'

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Revenue $ 53,337,000 $ 45,916,000 $ 105,771,000 $ 75,215,000

Cost of 28,258,000 20,304,000 54,337,000 31,443,000 revenue

Gross profit 25,079,000 25,612,000 51,434,000 43,772,000

Operatingexpenses:

Research and 5,820,000 5,311,000 11,206,000 9,458,000 development

Selling,general and 19,216,000 21,872,000 39,245,000 42,136,000 administrative

Totaloperating 25,036,000 27,183,000 50,451,000 51,594,000 expenses

Operating 43,000 (1,571,000 ) 983,000 (7,822,000 )income

Operating 0 % -3 % 1 % -10 %margin

Other income(expense)

Investment andother income (7,000 ) 9,000 (22,000 ) 101,000 (expense)

Interestexpense and (2,508,000 ) (3,171,000 ) (5,155,000 ) (4,425,000 )other expense

Total otherincome (2,515,000 ) (3,162,000 ) (5,177,000 ) (4,324,000 )(expense)

Income before (2,472,000 ) (4,733,000 ) (4,194,000 ) (12,146,000 )income taxes

Income taxbenefit 570,000 1,027,000 1,440,000 2,175,000 (expense)

Net (loss) $ (1,902,000 ) $ (3,706,000 ) $ (2,754,000 ) $ (9,971,000 )income

Deemed andaccrueddividends on (2,218,000 ) (3,371,000 ) (4,447,000 ) (5,804,000 )preferredstock

Net (loss)incomeattributable $ (4,120,000 ) $ (7,077,000 ) $ (7,201,000 ) $ (15,775,000 )to commonshareholders

Basic (loss)income pershare $ (0.08 ) $ (0.13 ) $ (0.13 ) $ (0.30 )attributableto commonshareholders:

Diluted (loss)income pershare $ (0.08 ) $ (0.13 ) $ (0.13 ) $ (0.30 )attributableto commonshareholders:

Shares used inper share 54,788,858 53,028,854 53,770,821 52,872,190 calculation -basic

Shares used inper share 54,788,858 53,028,854 53,770,821 52,872,190 calculation -diluted

OtherComprehensiveincome, net oftax:

Foreigncurrency 294,000 (56,000 ) (611,000 ) (88,000 )translationadjustments

Comprehensive $ (1,608,000 ) $ (3,762,000 ) $ (3,365,000 ) $ (10,059,000 )(loss) income



ZIX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30, 2020

2020 2019

Operating activities:

Net (loss) income $ (2,754,000 ) $ (9,971,000 )

Non-cash items in net income 21,723,000 11,165,000

Changes in operating assets and liabilities (9,849,000 ) 119,000

Net cash provided by operating activities 9,120,000 1,313,000

Investing activities:

Purchases of property and equipment and (9,316,000 ) (4,536,000 )capitalized software

Acquisition of business, net of cash acquired - (283,245,000 )

Net cash used in investing activities (9,316,000 ) (287,781,000 )

Financing activities:

Proceeds from issuance of series A preferred - 96,588,000 stock, net of offering costs

Proceeds from exercise of stock options 334,000 180,000

Proceeds from long term debt 6,000,000 185,000,000

Debt issuance costs - (6,443,000 )

Repayment of long term debt (925,000 ) (438,000 )

Repayment of finance lease obligations (746,000 ) (770,000 )

Payment of acquisition-related contingent (1,125,000 ) (1,540,000 )consideration

Purchase of treasury stock (2,582,000 ) (1,814,000 )

Net cash provided used in financing 956,000 270,763,000 activities

Effect of exchange rate changes on cash (52,000 ) (81,000 )

(Decrease) Increase in cash and cash 708,000 (15,786,000 )equivalents

Cash and cash equivalents, beginning of 13,349,000 27,109,000 period

Cash and cash equivalents, end of period $ 14,057,000 $ 11,323,000



ZIX CORPORATIONRECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES(Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019

Revenue:GAAP revenue $ 53,337,000 $ 45,916,000 $ 105,771,000 $ 75,215,000

Cost ofrevenueGAAP cost of $ 28,258,000 $ 20,304,000 $ 54,337,000 $ 31,443,000 revenueStock-based (836,000 ) (163,000 ) (1,008,000 ) (267,000 )compensation (A)charges (1)Strategicconsulting and (B) (56,000 ) (243,000 ) (115,000 ) (272,000 )litigationcosts (2)Intangible (2,339,000 ) (1,893,000 ) (4,946,000 ) (2,528,000 )Amortization (C)(3)Corporate (867,000 ) (3,000 ) (867,000 ) (52,000 )separation (D)payment (4)Non-GAAP $ 24,160,000 $ 18,002,000 $ 47,401,000 $ 28,324,000 adjusted costof revenue Gross profit:GAAP gross $ 25,079,000 $ 25,612,000 $ 51,434,000 $ 43,772,000 profitStock-based 836,000 163,000 1,008,000 267,000 compensation (A)charges (1)Strategicconsulting and (B) 56,000 243,000 115,000 272,000 litigationcosts (2)Intangible 2,339,000 1,893,000 4,946,000 2,528,000 Amortization (C)(3)Corporate 867,000 3,000 867,000 52,000 separation (D)payment (4)Non-GAAP $ 29,177,000 $ 27,914,000 $ 58,370,000 $ 46,891,000 adjusted grossprofit Research anddevelopmentexpenseGAAP researchand $ 5,820,000 $ 5,311,000 $ 11,206,000 $ 9,458,000 developmentexpenseStock-based (414,000 ) (296,000 ) (752,000 ) (470,000 )compensation (A)charges (1)Strategicconsulting and (B) (26,000 ) (164,000 ) (132,000 ) (335,000 )litigationcosts (2)Intangible (76,000 ) (76,000 ) (152,000 ) (152,000 )Amortization (C)(3)Non-GAAPadjusted $ 5,176,000 $ 4,800,000 $ 10,042,000 $ 8,265,000 research anddevelopmentexpense Selling andmarketingexpenseGAAP selling $ 14,541,000 $ 14,077,000 $ 28,882,000 $ 24,011,000 and marketingexpenseStock-based (767,000 ) (686,000 ) (1,311,000 ) (1,118,000 )compensation (A)charges (1)Strategicconsulting and (B) (13,000 ) (341,000 ) (52,000 ) (742,000 )litigationcosts (2)Intangible (3,108,000 ) (3,110,000 ) (6,227,000 ) (4,251,000 )Amortization (C)(3)Non-GAAPadjusted $ 10,214,000 $ 9,779,000 $ 20,853,000 $ 17,261,000 selling andmarketingexpense General andadministrativeexpenseGAAP generaland $ 4,675,000 $ 7,795,000 $ 10,363,000 $ 18,125,000 administrativeexpenseStock-based (1,233,000 ) (819,000 ) (2,170,000 ) (1,338,000 )compensation (A)charges (1)Strategicconsulting and (B) (26,000 ) (2,052,000 ) (202,000 ) (8,469,000 )litigationcosts (2)Corporate (109,000 ) (449,000 ) (109,000 ) (689,000 )separation (D)payment (4)Non-GAAPadjusted $ 3,307,000 $ 4,475,000 $ 7,882,000 $ 7,629,000 general andadministrativeexpense Operatingincome:GAAP operating $ 43,000 $ (1,571,000 ) $ 983,000 $ (7,822,000 )incomeStock-based 3,250,000 1,964,000 5,241,000 3,193,000 compensation (A)charges (1)Strategicconsulting and (B) 121,000 2,800,000 501,000 9,818,000 litigationcosts (2)Intangible 5,523,000 5,079,000 11,325,000 6,931,000 Amortization (C)(3)Corporate 1,543,000 588,000 1,543,000 1,616,000 separation (D)payment (4)Non-GAAPadjusted $ 10,480,000 $ 8,860,000 $ 19,593,000 $ 13,736,000 operatingincomeAdjusted 19.6 % 19.3 % 18.5 % 18.3 %OperatingMargin Net income:GAAP net $ (1,902,000 ) $ (3,706,000 ) $ (2,754,000 ) $ (9,971,000 )(loss) incomeStock-based 3,250,000 1,964,000 5,241,000 3,193,000 compensation (A)charges (1)Strategicconsulting and (B) 121,000 2,800,000 501,000 9,818,000 litigationcosts (2)Intangible 5,523,000 5,079,000 11,325,000 6,931,000 Amortization (C)(3)Corporate 1,543,000 588,000 1,543,000 1,616,000 separation (D)payment (4)Non-GAAP $ 8,535,000 $ 6,725,000 $ 15,856,000 $ 11,587,000 adjusted netincome Deferred tax (574,000 ) (904,000 ) (1,207,000 ) (2,008,000 )(benefit)expenseNon-GAAPadjusted netincome $ 7,961,000 $ 5,821,000 $ 14,649,000 $ 9,579,000 excludingdeferred tax(benefit)expense Deemed andaccrued (2,218,000 ) (3,371,000 ) (4,447,000 ) (5,804,000 )dividends onpreferredstockAdjusted Netincome $ 5,743,000 $ 2,450,000 $ 10,202,000 $ 3,775,000 attributableto commonstockholders Diluted netincome percommon share:GAAP netincome per $ (0.03 ) $ (0.07 ) $ (0.05 ) $ (0.19 )share beforedeemeddividendsAdjustments (A-D) $ 0.19 $ 0.20 $ 0.34 $ 0.41 per shareNon-GAAPadjusted netincome per $ 0.16 $ 0.13 $ 0.29 $ 0.22 share beforedeemeddividends Deferred tax(benefit)expense impactto Non-GAAP $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.04 )adjusted net (E)income beforedeemeddividends pershareNon-GAAPadjusted netincome beforedeemeddividends per $ 0.15 $ 0.11 $ 0.27 $ 0.18 shareexcludingdeferred tax(benefit)expense Deemeddividends pershare impact $ (0.04 ) $ (0.06 ) $ (0.08 ) $ (0.11 )to Non-GAAPadjusted netincomeAdjusted Netincome pershare $ 0.10 $ 0.05 $ 0.19 $ 0.07 attributableto commonstockholders Shares used tocomputeNon-GAAP 54,788,858 53,028,854 53,770,821 52,872,190 adjusted netincome pershare -diluted Reconciliationof Net incometo EBITDA and (F)AdjustedEBITDA:Net income $ (1,902,000 ) $ (3,706,000 ) $ (2,754,000 ) $ (9,971,000 )

Income tax (570,000 ) (1,027,000 ) (1,440,000 ) (2,175,000 )provisionInterest 2,508,000 3,171,000 5,155,000 4,425,000 expenseDepreciation 1,285,000 1,551,000 2,597,000 2,236,000

Amortization 6,436,000 5,385,000 12,917,000 7,390,000

EBITDA 7,757,000 5,374,000 16,475,000 1,905,000

Adjustments:Stock-based 3,250,000 1,964,000 5,241,000 3,193,000 compensation (A)charges (1)Strategicconsulting and (B) 121,000 2,800,000 501,000 9,818,000 litigationcosts (2)Corporate 1,543,000 588,000 1,543,000 1,616,000 separation (D)payment (4)Adjusted $ 12,671,000 $ 10,726,000 $ 23,760,000 $ 16,532,000 EBITDA Adjusted 23.8 % 23.4 % 22.5 % 22.0 %EBITDA margin (1)Stock-basedcompensationcharges areincluded asfollows:Cost of $ 836,000 $ 163,000 $ 1,008,000 $ 267,000 revenuesResearch and 414,000 296,000 752,000 470,000 developmentSelling and 767,000 686,000 1,311,000 1,118,000 marketingGeneral and 1,233,000 819,000 2,170,000 1,338,000 administrative $ 3,250,000 $ 1,964,000 $ 5,241,000 $ 3,193,000

(2) Strategicconsulting,acquisition,integrationand litigationcosts areincluded asfollows:Cost of 56,000 243,000 115,000 272,000 revenuesResearch and 26,000 164,000 132,000 335,000 developmentSelling and 13,000 341,000 52,000 742,000 marketingGeneral and 26,000 2,052,000 202,000 8,469,000 administrative $ 121,000 $ 2,800,000 $ 501,000 $ 9,818,000

(3) IntangibleAmortizationis included asfollows:Cost of 2,339,000 1,893,000 4,946,000 2,528,000 revenuesResearch and 76,000 76,000 152,000 152,000 developmentSelling and 3,108,000 3,110,000 6,227,000 4,251,000 marketing $ 5,523,000 $ 5,079,000 $ 11,325,000 $ 6,931,000

(4) Corporateseparationpayment isincluded asfollows:Cost of 867,000 3,000 867,000 52,000 revenuesResearch and 128,000 (25,000 ) 128,000 236,000 developmentSelling and 439,000 161,000 439,000 639,000 marketingGeneral and 109,000 449,000 109,000 689,000 administrative $ 1,543,000 $ 588,000 $ 1,543,000 $ 1,616,000

(5) Net Incometaxcomponents:Current tax 4,000 (123,000 ) (233,000 ) (167,000 )(benefit)/expenseDeferred tax (574,000 ) (904,000 ) (1,207,000 ) (2,008,000 )(benefit)/expense $ (570,000 ) $ (1,027,000 ) $ (1,440,000 ) $ (2,175,000 )

This presentation includes Non-GAAP measures. Our Non-GAAP measures, including"Non-GAAP adjusted net income and net income per share excluding deferred taxexpense" are not meant to be considered in isolation or as a substitute forcomparable GAAP measures and should be read only in conjunction with ourconsolidated financial statements prepared in accordance with GAAP. For adetailed explanation of the adjustments made to comparable GAAP measures, thereasons why management uses these measures, the usefulness of these measuresand the material limitations of these measures, see Notes to Reconciliation ofGAAP to Non-GAAP Financial Measures on the next page.

ZIX CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES OUTLOOK

LOW HIGH LOW HIGH

Three Months Three Months Twelve Months Twelve Months Ended Ended Ended Ended

September 30, September 30, December 31, December 31,

2020 2020 2020 2020

Revenue:

GAAP revenue $ 53,500,000 $ 54,000,000 $ 211,000,000 $ 217,000,000

Diluted netincome percommonshare:

GAAP net $ (0.01 ) $ (0.02 ) $ (0.13 ) $ (0.09 )income

Stock-basedcompensation $ 0.05 $ 0.06 $ 0.22 $ 0.21 charges

Strategicconsulting,acquisition $ 0.00 $ 0.01 $ 0.02 $ 0.01 andlitigationcosts

Intangible $ 0.10 $ 0.11 $ 0.44 $ 0.43 Amortization

Corporateseparation $ 0.01 $ 0.01 $ 0.04 $ 0.04 payment

Non-GAAPadjusted net $ 0.15 $ 0.16 $ 0.58 $ 0.60 income pershare

Deferred tax(benefit) $ (0.01 ) $ (0.02 ) $ (0.04 ) $ (0.05 )expense

Non-GAAPadjusted netincomebeforedeemeddividends $ 0.14 $ 0.14 $ 0.54 $ 0.55 per shareexcludingdeferred tax(benefit)expense

Deemeddividendsper shareimpact to $ (0.04 ) $ (0.05 ) $ (0.16 ) $ (0.16 )Non-GAAPadjusted netincome

Adjusted Netincome pershare $ 0.10 $ 0.10 $ 0.39 $ 0.38 attributableto commonstockholders

Shares usedto computeNon-GAAPadjusted net 55,300,000 55,300,000 54,800,000 54,800,000 income pershare -diluted

This presentation includes Non-GAAP measures. Our Non-GAAP measures, including"Non-GAAP adjusted net income per share excluding deferred tax expense" arenot meant to be considered in isolation or as a substitute for comparable GAAPmeasures and should be read only in conjunction with our consolidatedfinancial statements prepared in accordance with GAAP. For a detailedexplanation of the adjustments made to comparable GAAP measures, the reasonswhy management uses these measures, the usefulness of these measures and the material limitations of these measures, see Notes to Reconciliation of GAAP toNon-GAAP Financial Measures on the next page.

ZIX CORPORATION 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 the United States ("GAAP") in order to provide investors with an alternative method for assessing our operating results in a manner that enables investors to more thoroughly evaluate our current performance as compared to past performance. We also believe these Non-GAAP measures provide investors with a more informed baseline for modeling the Company's future financial performance. Management uses these Non-GAAP financial measures to make operational and investment decisions, to evaluate the Company's performance, to forecast and to determine compensation. Further, management utilizes these performance measures for purposes of comparison with its business plan and individual operating budgets and allocation of resources. We believe that our investors should have access to, and that we are obligated to provide, the same set of tools that we use in analyzing our results. These Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We have provided definitions below for certain Non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these Non-GAAP financial measures are useful to investors. In addition, in our earnings release we have provided tables to reconcile the Non-GAAP financial measures utilized to GAAP financial measures.

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.

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CONTACT: Zix Company Contact Geoff Bibby 1-214-370-2241 gbibby@zixcorp.com

CONTACT: Zix Investor Contact Matt Glover and Tom Colton Gateway Investor Relations 1-949-574-3860 ZIXI@gatewayir.com