Zix
Annual Report 2016

Plain-text annual report

2016 Annual Report Statements in this document that are not purely historical facts or that necessarily depend upon future events, including statements about forecasts of sales, revenue or earnings, 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 document was printed. 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 risks or uncertainties related to market acceptance of new Zix solutions and how privacy and data security laws may affect demand for Zix email data protection solutions. Zix may not succeed in addressing these and other risks. Further information regarding factors that could affect Zix financial and other results can be found in the risk factors section of the accompanying annual report on Form 10-K. April 27, 2017 To Our Shareholders, Zix has become a leader in email data protection by remaining steadfast in our commitments to customers, employees and shareholders. As part of our brand promise, we promise to deliver the premier solution in email encryption and evolve our products to meet the increasing demands of our customers. We create opportunities for employees to make a difference in an ever-challenging world of data threats and compliance complexities. In achieving these goals, we remain competitive in our market, increase market share and maintain profitable growth for our shareholders. Our 2016 results reflect our success in meeting our commitments – visible in our financial performance for the year and in strategic changes that position us to grow our business in the future. In 2016, Zix delivered records in revenue and annual contract value (ACV) and double-digit growth in total orders, backlog and net income. We achieved full-year revenue of $60.1 million, an increase of 10% year-over-year, and $68.6 million in total orders, an increase of 12% year-over-year. At year-end, we increased annual contract value to $61.7 million and grew our backlog to $81.7 million for contractually committed orders, an increase of 8% and 10% from the prior year end, respectively. Net income was $5.8 million for the full year, 16.4% higher than full-year 2015. The Company generated approximately $15.3 million in cash flow from operations, and we achieved the high-end of our guidance by delivering full-year GAAP fully diluted earnings per share of $0.11, an increase of 23% year-over-year and full-year Non-GAAP fully diluted earnings per share of $0.26, an increase of 21% year-over-year.1 In 2016, Zix experienced a smooth transition in leadership with Dave Wagner joining as our President and Chief Executive Officer. We also added Dave Rockvam as Chief Financial Officer and Kelly Haggerty as Vice President of Product Management and Strategy. Their strengths and experience in the data security market, coupled with those of our existing management team, have enabled us to focus on the core purpose of Zix – protecting business communication for our customers and their communities – and develop a strategic plan that takes our company to the next level of growth. 1 NOTE REGARDING NON-GAAP FINANCIAL MEASURES: This letter contains references to certain non- GAAP financial measures that Zix management considers important and relevant in understanding the Company’s financial performance. A discussion of the Company’s use of non-GAAP financial measures together with a reconciliation of such measures to their respective GAAP counterparts are set forth in the Company’s full year 2016 and Q4 earnings release dated February 9, 2017, which is available on the Company’s investor relations web page at http://investor.zixcorp.com. This earnings release also was included as Exhibit 99.1 to a Current Report on Form 8-K dated February 9, 2017 filed with the SEC and available through its web site at www.sec.gov. Our strategy is rooted in executing seven key growth pillars that increase customer acquisition, customer retention and upsell and cross-sell opportunities, including: 1. Win new customers through the direct sales force and by expanding focus on our network of VARs and MSSPs 2. Accelerate growth through key OEM partnerships 3. Expand user licenses within existing customers 4. Upsell more products to increase average revenue per user 5. 6. 7. Explore adjacent markets and English-speaking international market opportunities Increase our high renewal rate with existing customers to 90% and above Invest in our core email encryption solutions With a sharpened focus on our purpose and strategy, we began to execute these initiatives in 2016. Aligned with pillar five, we added a customer success team to foster and build on our relationships with the thousands of businesses that trust Zix. In support of pillar six, we increased features and capabilities for hosted email encryption customers that extend our superior ease of use and security. The leadership team is committed to executing across all seven pillars to continue developing profitable growth for our shareholders. In addition, we laid the foundation for critical milestones in early 2017, including the acquisition of Greenview Data and our unveiling of the company’s rebrand. We are excited to enter 2017 with increased capabilities, an expanded total addressable market and a modern brand that prepares our company to achieve our strategic goals and maintain our strength as a profitable growth company. On behalf of Zix’s board of directors and management team, thank you for your continued support. Sincerely, Robert C. Hausmann Chairman of the Board United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) (cid:95)(cid:95) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 (cid:134)(cid:134) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-17995 Zix Corporation (Exact Name of Registrant as Specified in its Charter) Texas (State or Other Jurisdiction of Incorporation or Organization) 75-2216818 (I.R.S. Employer Identification Number) 2711 N. Haskell Avenue, Suite 2200, LB 36, Dallas, Texas 75204-2960 (Address of Principal Executive Offices) (214) 370-2000 (Registrant’s Telephone Number, Including Area Code) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class of stock Common Stock $0.01 Par Value Name of each exchange on which registered NASDAQ Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:134) No (cid:95) Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:134) No (cid:95) Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:95) No (cid:134) aa Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such reports) Yes (cid:95) No (cid:134) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:95) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. a e Act. (Check one): f See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange n Large accelerated filer Non-accelerated filer (cid:134) (cid:134) (Do not check if a smaller reporting company) Accelerated filer (cid:95) Smaller reporting company (cid:134) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:134) No (cid:95) As of March 2, 2017, there were 54,367,481 shares of Zix Corporation $0.01 par value common stock outstanding. As of June 30, 2016, the aggregate market value of the shares of Zix Corporation common stock held by non-affiliates was $199,047,593. Portions of the Registrant’s 2017 Proxy Statement are incorporated by reference into Part III of this Form 10-K. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I Business ................................................................................................................................................................................. Risk Factors ........................................................................................................................................................................... Unresolved Staff Comments .................................................................................................................................................. Properties ............................................................................................................................................................................... Legal Proceedings .................................................................................................................................................................. Mine Safety Disclosures ........................................................................................................................................................ a a PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............. ........................... Selected Financial Data .............................................................................................................................. Management’s Discussion and Analysis of Financial Condition and Results of Operations ................................................. Quantitative and Qualitative Disclosures About Market Risk ............................................................................................... k Financial Statements and Supplementary Data...................................................................................................................... Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ................................................. Controls and Procedures ........................................................................................................................................................ Other Information .................................................................................................................................................................. PART III Directors, Executive Officers and Corporate Governance ..................................................................................................... Executive Compensation ....................................................................................................................................................... Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters......................................... Certain Relationships and Related Transactions, and Director Independence ....................................................................... Principal Accountant Fees and Services ................................................................................................................................ PART IV Exhibits and Financial Statement Schedules.......................................................................................................................... s 3 8 14 14 14 14 15 17 17 27 27 27 27 29 30 30 30 30 30 31 Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. 2 Item 1. Business Zix Corporation (“Zix®,” the “Company,” “we,” “our,” or “us”) offers email encryption, data loss prevention (“DLP”) and PART I Bring-Your-Own-Device (“BYOD”) security to meet business data protection and compliance needs. We primarily serve organizations in the healthcare, financial services, insurance and government sectors, including significant federal financial regulators, such as all members of the Federal Financial Institutions Examination Council (“FFIEC”), divisions of the U.S. Treasury, the U.S. Securities and Exchange Commission (“SEC”), 30 percent of U.S. banks, more than 30 Blue Cross Blue Shield organizations and more than 1,200 U.S. hospitals. a l Zix® Email Encryption enables the secure exchange of emails that include sensitive information through a comprehensive secure messaging service, which allows an enterprise to use policy-driven rules to determine which email messages should be sent securely to comply with regulations or company-defined policies. The main differentiator for Zix Email Encryption in the marketplace is its exceptional ease of use. The best example of this is its 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 steps and passwords. We designed our solution to alleviate the recipient’s burden by enabling the delivery of encrypted email automatically and transparently. Zix enables transparent delivery r through (1) ZixDirectory®, the world’s largest email encryption community, which is designed to share identities of our tens of millions of members (growing by approximately 170,000 members per week), (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) ZixGateway®, which automatically encrypts and decrypts messages with sensitive content. The result is the industry’s email, such that secure email can be exchanged without extra steps or passwords for both senders and receivers. Zix delivers more than 1.5 million encrypted messages on a typical business day. On average, 70% of those encrypted messages are exchanged transparently between senders and recipients. most advanced transparent encrypted nn Zix launched ZixQuarantineSM, formerly ZixDLP®, an email-specific solution in early 2013. By focusing strictly on email, ZixQuarantine addresses business’s greatest source of data loss – corporate email. The straightforward DLP approach decreases the complexity and cost often associated with other DLP solutions. ZixQuarantine is also designed to reduce deployment time from months to hours and minimize impact on customer resources and workflow. In addition, ZixQuarantine offers a convenient experience for both employees interacting with the solution and administrators managing the system. t Leveraging the company’s leadership and expertise in email encryption, ZixQuarantine uses Zi x’s proven policy and content scanning capabilities with quarantine functionality and an intuitive interface, which allow administrators to (1) easily define policies and create custom content filters 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. rr ZixQuarantine is available as an add-on for existing Zix customers or as a bundle with Zix Email Encryption for new customers. ZixQuarantine is also available as a standalone solution that can easily integrate with most email systems and email encryption solutions. t In late 2013, Zix launched ZixOne®, a unique mobile email app that solves the key IT challenge created by the BYOD trend in the workplace. BYOD describes the increasing trend of employees using their personal devices to conduct work. ZixOne provides access to corporate email while never allowing that data to be persistently stored on the device where it is vulnerable to loss or theft. If the device is lost or stolen, an administrator can simply disable access to corporate email from that device through ZixOne. Unlike other BYOD solutions, ZixOne meets employee demands of convenience, control and privacy while giving companies the ability to secure corporate data and meet compliance needs. With seamless access to work email in a secure, simple-to-use environment, employees can stay productive while preserving device independence. A BYOD solution that is acceptable to employees and yet provides strong data protection for corporate data solves one of today’s greatest IT management challenges. Our business operations and service offerings are supported by the ZixData CenterTM, a SOC3 certified, SOC2 accredited, PCI DSS V3.2 certified facility. The operations of the ZixData Center are independently audited annually to maintain 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. The ZixData Center is staffed 24 hours a day with a track record that exceeds 99.99% availability. 3 Our company was incorporated in Texas in 1988. Originally named Amtech Corporation, we changed our name to ZixIt®t Corporation in 1999 when we entered the encrypted email market. In 2002, we became Zix Corporation. Our executive offices are located at 2711 North Haskell Avenue, Suite 2200, LB 36, Dallas, Texas 75204-2960, (214) 370-2000. Overview Email is a mission-critical means of communication for enterprises. However, if email leaves a secure network environment in clear text, it can be intercepted along the path between a sender and a recipient, which permits theft, redirection, manipulation or exposure to unauthorized parties. Failure to control and manage such risks can result in enforcement penalties for noncompliance under numerous regulations, in addition to damaged reputation, competitive disadvantage, a loss of intellectual property or other corporate assets, exposure to negligence or liability claims, and diversion of resources to repair such damage. For example, healthcare organizations, business associates and sub-contractors are subject to the Privacy, Security, and Enforcement Rules of the Healt htt Information Portability and Accountability Act (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”). Financial institutions are subject to data privacy laws including the Gramm-Leach-Bliley Act (“GLBA”). These federal laws help drive the use of encrypted email. In addition, individual states such as Massachusetts and Nevada have enacted privacy laws requiring the safeguard of personal data, and almost all states encourage email encryption by allowing exemptions from data breach notification laws. u Corporations require easy to use, cost-effective email protection that can be used on an enterprise-wide basis. They need it to be quickly deployed and regularly updated to evolve with innovative technology practices and meet changing regulatory standards. To satisfy these needs, our Email Encryption Service provides a comprehensive solution that analyzes and encrypts email communications. Our Email Encryption Service allows a user to send encrypted email to any email user anywhere and on any Internet-enabled device. Encrypted email is delivered through the patented Best Method of Delivery protocol which automatically determines the most direct and appropriate means of delivery, based on the sender’s and recipient’s communications environment and preferences. The protocol supports a number of encrypted email delivery mechanisms, including S/MIME, Transport Layer Security (“TLS”), Open Pretty Good Privacy (“PGP”), “push” delivery and secure portal “pull” delivery. These last two mechanisms enable users to send messages securely to anyone with an email address, including those who do not have an encryption tool. Our Best Method of Delivery makes the technology simple for end users and provides flexibility and ease of implementation for information technology professionals. We believe the ability to send messages through different modes of delivery is one of many differentiators that makes our Email Encryption Service superior to competitive offerings. The deployment of our Email Encryption Service at the periphery of the customer’s network means our Email Encryption Service encrypts outbound email for an enterprise without the need to create, deploy or manage end user encryption keys or depl desktop software. Our technology solutions are easy to use, easy to deploy, and can be made operational quickly. r rr oy Our service has an integrated policy management capability. This policy engine can inspect the contents of emails and apply policies matching specific industry criteria such as HIPAA, the HITECH Act and GLBA. Customers can also build their own custom policies. This policy driven email encryption for regulatory compliance means customers can reduce the training required of their staff and significantly reduce the risk of inadvertently sending sensitive content by controlling the method of delivery through preset policies. Competition The most significant differentiator for Zix Email Encryption Service as compared with our competition is ease of use. The best example of our unequalled ease of use is transparent delivery of encrypted email messages. We are able to deliver transparent email encryption as a result of our ZixDirectory, Best Method of Delivery and ZixGateway. The most critical and highly differentiated component of our solution is the ZixDirectory which provides the ability to share user identities for encryption, and in turn provides frictionless interoperability between users in a community of interest such as healthcare, finance or government. r Our capability to offer interoperability is particularly important when it is necessary to communicate with external networks, as is the case with the healthcare and financial services markets. Our customers become part of the ZixDirectory, a global “white pages” y enabling transparent secure communications with other ZixGateway customers using our centralized key management system and overall unique approach to implementing secure email. We enable secure communications with other users via TLS, Open PGP, “push” delivery and secure portal “pull” delivery mechanisms. However, we believe our unique transparent delivery is the more preferred delivery model. u 4 Zix Email Encryption and ZixQuarantine focus on the secure (i.e., encrypted) delivery and data loss prevention sub-segments of the email security market. We view our primary competitors in this space to be Proofpoint Inc., Microsoft, Barracuda Networks, and Sophos Inc. Technically, while these companies offer “send-to-anyone” encrypted email, we believe they are unable to offer the benefits that come from access to the ZixDirectory, use of our Best Method of Delivery protocol, and the industry’s only transparent email encryption. Nevertheless, some of these competitors are large enterprises with substantial financial and technical resources that exceed those we possess. As discussed above, with the introduction of ZixOne, the Company entered the BYOD mobile device security market. In the BYOD market, we view our primary competitors as companies that provide enterprise mobility management (“EMM”), which includes but is not limited to mobile device management (“MDM”), containerization and app wrapping technology. EMM is premised on storing business data on an employee’s personally owned device. In order to secure business data on personal devices, EMM requires individual users to permit their employer access to and control over personally owned smartphones and tablet computers and therefore can create user concerns about loss of control and privacy of their devices. In contrast, ZixOne enables Android® or IOS® mobile devices to view remotely stored corporate email, calendar and contacts, and to interact with that data. ZixOne more effectively protects business email data by never allowing it to be stored on the device, where it might be subjected to exposure from theft or loss of the device. Moreover, ZixOne does not require employees to relinquish device control or personal privacy to their employer. We believe these differentiators make ZixOne an attractive BYOD solution. Competitors have an established brand in the market with substantial financial and technical resources that exceed those we possess. We view our primary competitors in this space to be AirWatch/VMware, Citrix (with XenMobile), Good Technology (purchased by Blackberry), IBM/Fiberlink (with MaaS360), Microsoft (with ActiveSync), and MobileIron. ff Regulatory Drivers We have been successful in securing additional market penetration for Zix Email Encryption in our target vertical markets of healthcare, finance services and government due to regulations that address the need for data privacy and security. In addition to the need to protect personal data and sensitive business communication, demand for email encryption in the healthcare sector, including business associates of healthcare providers, is augmented by regulatory requirements under HIPAA and HITECH Act. The Privacy and Security rules under those acts provide severe penalties for violations, include strict breach notification requirements, and allow states to pursue HIPAA violations. In the financial services industry, financial institutions and their service providers are subject to the GLBA, which is enforced by the U.S. Federal Trade Commission (“FTC”). The FTC has issued guidance saying that businesses that transmit sensitive data by email should be sure to encrypt the data. r In choosing an email security provider, companies are influenced by the solutions chosen by their regulators. Our customers include all of the federal regulators that comprise the FFIEC as well as the state banking regulators in more than twenty states. Our service is also a recommended solution of the Conference of State Bank Supervisors, whose members regulate the more than 4,800 state-chartered banks in the U.S. d Additionally, state data breach laws and privacy regulations, along with highly publicized breaches, have enhanced security awareness in vertical markets outside of healthcare and financial services and have prompted affected organizations to consider adopting systems that ensure data security and privacy. Even where there are no specific regulations, businesses may require email protection to adhere to evolving industry best practices for protecting sensitive information. Sales and Marketing We sell our Zix Email Encryption, Zix DLP and ZixOne Services through a direct sales force that focuses on larger businesses and a telesales force that focuses on small to medium-sized accounts. We also use a network of resellers and other distribution partners, including other service providers seeking an email encryption offering in an original equipment manufacturing (“OEM”)-like relationship. New first year orders (“NFYOs”), defined as the twelve month value of orders received from new customers, derived from our value-added resellers, OEM and third party distribution channels for 2016 were 57% of the total new first year orders compared to 64% in 2015. Google, Inc. continues to be our largest third party reseller representing approximately 5% of NFYOs in 2016. As of December 31, 2016, we had 270 value-added resellers and 139 managed security service providers across the U.S. Employees We had 201 employees as of December 31, 2016. The majority of our employees are located in Dallas, Texas. We also have a sales office in Burlington, Massachusetts; and a smaller office located in Ottawa, Ontario, Canada. 5 Research and Development We incurred research and development expenses of $9.6 million, $8.3 million, and $9.1 million for the twelve-month periods ended December 31, 2016, 2015, and 2014, respectively. Over the course of 2016 we continued to make investments toward strengthening and expanding our service portfolio. We added new external sender capabilities, web authorization options, access security features and SIEM (Security Information and Event Monitoring) data feeds to ZixPort and invested in capacity and performance enhancements across our core suite of hosted services. We also migrated the Cisco SMIME and PGP capabilities from their legacy code base into our ZCT (ZixGateway with Cisco Technology) and enhanced the foreign language handling capabilities of that system. ZixOne was upgraded to align with the iPhone and Android evolutions and benefited from a number of stability enhancements. On the ZixHosted front, we advanced deployment and upgrade automation capabilities for ZixGateway cloud instances and added ZixQuarantine functionality into our SMB (Small and Medium Business) product environment. We laid the foundation for better feature alignment between our premises and hosted ZixGateways, which will be leveraged as we move into 2017. The following are registered trademarks of ours and certain of our subsidiaries: “Zix,” “ZixGateway,” “ZixDirectory,” “ZixIt,” and “ZixPort”. Intellectual Property We depend upon our ability to develop, maintain and protect our proprietary technology and our related intellectual property rights. We rely on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect the proprietary aspects of our technology and related property rights and to defend against infringement and/or misappropriation claims from others. We own 26 U.S. patents (including U.S. pending patents) with expiration dates ranging from 2019 through 2036. We have a program to file applications for and obtain patents and trademarks in the United States and in specific foreign countries where we believe filing for such protection is appropriate. While intellectual property rights are generally important to our business, we do not believe that our business is dependent on any single item of intellectual property, or that any single item of intellectual property is material to the operation of our business. Rather, we believe that our intellectual property rights provide us with a competitive advantage, and from time to time we have taken steps to enforce our intellectual property rights as a means of protecting that competitive advantage. t Please see generally the risks that are more fully disclosed in “Item 1A. Risk Factors” for risks related to our intellectual property. Compliance with Environmental Regulations We have not incurred, and do not expect to incur, any material expenditures or obligations related to environmental compliance issues. Governmental Contracts We have contracts with many local, state and federal agencies and regulators, which in the aggreg aa ate contribute approximately 7 percent of our annual revenue. Significant Customers In each of 2016, 2015, and 2014, no single customer accounted for 10% or more of our total revenues. Backlog Our backlog is comprised of contractual commitments that we expect to recognize as revenue in the future. Our backlog was $81.7 million at December 31, 2016, compared to $74.2 million at December 31, 2015. As of December 31, 2016, our backlog is comprised of the following elements: $27.2 million of deferred revenue that has been billed and paid, $7.1 million billed but unpaid, and approximately $47.4 million of unbilled contracts. The backlog is recognized into revenue ratably as the services are performed. Approximately 57% of our total backlog at December 31, 2016, is expected to be recognized as revenue during 2017. 6 Seasonality The Company typically experiences lower NFYO’s in the first quarter of the calendar year. Our budget anticipates fewer NFYO’s in the first quarter, but historically this has not resulted in a material impact to our revenue or earnings on a seasonal basis. Geographic Information Our operations are primarily based in the U.S., with approximately 5% of our employees located in Canada. Except for a United Kingdom based data center, we do not operate in, or have dependencies on, any other foreign countries. Our revenues and orders to- date are almost entirely sourced in the U.S. and all significant corporate assets at December 31, 2016, were located in the U.S. Financial Information About Industry Segments We have one reportable segment consisting of email encryption and security solutions. We internally evaluate all of our product offerings and other sources of revenue as one industry segment, and, accordingly, do not report segment information. Available Information Our Internet address is www.zixcorp.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available on our website, without charge, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information found on our website shall not be considered to be part d of this or any other report filed with or furnished to the SEC. d In addition to our website, you may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and other information statements , and other information regarding issuers, including us, that file electronically with the SEC. The address of the website is www.sec.gov. y t NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS This document contains “forward-looking statements” (including the discussion appearing under the caption “Liquidity ii Summary” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Re meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of future business, market share, earnings, revenues, recognition of revenues from backlog, cash receipts, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements co proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may, but need not, include words such as “may,” “will,” “predict,” “project,” “forecast,” “plan,” “should,” “could,” “goal,” “estimate,” “intend,” “continue,” “believe,” “expect,” “outlook,” “anticipate,” “hope,” and other similar expressions. 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, the risks and uncertainties described in the “Item 1A Risk Factors” section. sults of Operations,”) within the b ncerning Although we believe that expectations reflected in and the assumptions underlying our forward-looking statements are reasonable, actual results or assumptions made could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, including, but not limited to, those disclosed in this document. Forward-looking statements speak only as of the date on which they are made, and we do not intend, and undertake no obligation, to update any forward-looking statement. ff 7 Item 1A. Risk Factors The following is a cautionary discussion of risks, uncertainties and assumptions that we believe are significant to our business, ss financial condition and financial results. In addition to the factors discussed elsewhere in this Annual Report on Form 10-K, the following are some of the important factors that, individually or in the aggregate, we believe could make our results differ materially from those described in any forward-looking statements. It is impossible to predict should not consider the following factors to be a complete discussion of risks, uncertainties and assumptions. or identify all such factors and, as a result, you g Our business depends upon customers using email to exchange confidential information, and a significant shift of those messages to other communication channels could impair our growth prospects and negatively affect our business, financial condition and financial results. Our customers deploy and use our products and services to easily, securely and confidentially send and receive email messages. Our business and revenue substantially depend on our current and potential customers using email to exchange sensitive information electronically. New technologies, products, or business models that could support secu re communications could be disruptive to our business. If prospective or current customers were to send and receive sensitive information using technology or communication channels other than email, our growth prospects and our business, financial condition and financial results could be materially adversely affected. r Our business depends on market acceptance of our products and services, and our failure to achieve and maintain influential customers could negatively affect our business, financial condition and financial results. In order to continue to operate profitably and grow, we must achieve and maintain broad market acceptance of our products and services at a price that provides us with an acceptable rate of return relative to our costs. We have been successful in selling our Email Encryption products and services to high-profile customers in the healthcare, financia tial market. The acceptance and use of our products and services by those significant customers facilitates our sales to other poten nn y customers, and an expanding base of users in the Zix Directory aids in our market penetration and expansion. The loss of an influential ff customer of our existing products and services, or the failure to achieve sufficient market adoption of new products including o ZixQuarantine and ZixOne, could impair our ability to expand the market penetration of our products and services, or cause us t reduce or increase prices, which could reduce our revenues and net income and materially adversely affect our business, financial condition and financial results. l services and government segments of the f ff Our business relies on securing new customer subscriptions and subscription renewals from existing customers. A large portion of our revenue is derived from customer subscriptions, and existing customers have no contractual obligations to purchase beyond the initial subscription or contract period. We may not maintain historical subscription rates, and we may be unable to accurately predict our customer renewal rates. Although we have historically retained approximately 90% of our recurring revenue r of factors, including the level of their on an annual basis, our customers’ renewal rates may decline or fluctuate as a result of a numbe satisfaction with our products and technical support services, customer merger or acquisition activity, customer budgets, the pricing of our products compared with those offered by our competitors, technology trends, the prevailing regulatory regime and general market conditions. If new subscriptions or subscription renewals decline, our revenue or revenue growth may decline, and our business may suffer. uu aa r t The security of our networks and data centers is critical to our business and an actual or perceived breach of security through a cyber-attack or otherwise could cause us to lose customers and could negatively affect our reputation, business, financial condition and financial results. We are dependent on our networks and data centers to provide our products and services. Due to the nature of the products and services we provide and the sensitive nature of the information we collect, process, store, use and transmit, we may face cyber-attacks, data protection breaches, computer viruses and other similar disruptions from unauthorized tampering or human error that attempt to penetrate and could harm our networks and data centers. Our business depends on customers having and maintaining confidence that aa we provide effective network and security protection. To reduce the risk of a successful cyber-attack or similar event, we have implemented significant physical and logical security measures to detect, identify and mitigate threats as well as to monitor for and respond to potential breaches and incidents. Despite these security measures, our networks and data centers may remain vulnerable. We may not be able to correct a security flaw or particular vulnerability promptly, or at all. Further efforts to limit the ability of malicious third parties to disrupt or undermine our security efforts may be costly to implement and may not be successful. If a cyber- attack or other breach of security occurs, or is perceived to have occurred, in our internal systems or at our data centers and networks, it could cause negative publicity, interruption of our services, damage to our reputatio confidential or proprietary information (including personally identifiable information), disclosure of our intellectual property, n, unauthorized disclosure of our customers’ d a ff f tt 8 disclosure, modification or removal of our confidential or sensitive information, theft or unauthorized use or publication of our trade secrets, loss of customers, lost revenue and increased expense (including potentially indemnification or warranty costs), any of which could have a material adverse effect on our business, financial condition and financial results. Public key cryptography technology used in our businesses is subject to technology integrity risks that could reduce demand for our products and services and could negatively affect our business, financial condition and financial results. Our business employs public key cryptography technology and other encryption technologies to encrypt and decrypt messages. The security afforded by encryption depends on the integrity of the private key, which is predicated on the assumption that it is very difficult to mathematically derive the private key from the related public key. Successful decryption of intercepted encrypted email, or public reports of successful decryption, whether or not true, could reduce demand for our products and services. If new methods or technologies, such as quantum computing, make it easier to derive the private key from the related public key, the security of encryption services using public key cryptography technology could be impaired and our products and services could become less marketable. That could require us to make significant changes to our services, which could increase our costs, damage our reputation, or otherwise harm our business. Any of these events could reduce our revenues, increase our expenses and materially adversely affect our business, financial condition and financial results. Our business depends substantially on our data center facilities, and their unreliability or unavailability for a significant period could cause us to lose customers and could negatively affect our business, financial condition and financial results. Much of the computer and communications hardware upon which our businesses depend is located in our data center facilities in Dallas and Austin, Texas and in the United Kingdom. Our data centers might be damaged or interrupted by fire, flood, power loss, telecommunications failure, break-ins, cyber-attacks, earthquakes, terrorist attacks, hostilities or war or other events. Computer viruses, equipment failure, denial of service attacks, and similar disruptions affecting the internet or our systems might cause service interruptions, delays and loss of critical data, and could prevent us from providing our services. Problems affecting our data t operations or the networks on which we rely could result in loss of revenues, increased expenses, failure to achieve market acceptance, diversion of resources, injury to our reputation, liability and increased costs. We do not carry sufficient insurance to compensate us for all losses that may occur as a result of any of these events. The occurrence of any of these events could materially adversely affect our business, financial condition and financial results. center Outages or problems with systems and infrastructure supplied by third parties could negatively affect our business, financial condition and financial results. Our business relies on third-party suppliers of the telecommunications infrastructure. We use various communications service suppliers and the global internet to provide network access between our data centers, our customers and end-users of our services. If those suppliers do not enable us to provide our customers with reliable, real-time access to our systems, we may be unable to gain or retain customers. These suppliers periodically experience outages or other operational problems as a result of internal system failures or external third party actions. Though our products generally tolerate isolated supplier failures, multiple supplier outages or problems could materially adversely affect our business, financial condition and financial results. The infrastructure supporting our business may suffer capacity constraints and business interruptions that could cause us to lose customers, increase our operating costs and could negatively affect our business, financial condition and financial results. Our business depends on our providing our customers reliable, real-time access to our data centers and networks. Customers will not tolerate a service hampered by slow delivery times, unreliable service levels, service outag capacity limits or constraints arising from unexpected increases in our volume of business or network traffic could cause interruptions, outages or delays in our services, or deterioration in their performance, or could impair our ability to process transactions. We may not be able to accurately project the rate of increase in usage of our systems or to timely increase capacity to accommodate increased traffic on our systems. System delays or interruptions may prevent us from efficiently providing services to our customers or other third parties, which could result in our losing customers and revenues, or incurring liabilities that could have a material adverse effect on our business, financial condition and financial results. es, or insufficient capacity. System a rr The growth of our business may require significant investment in systems and infrastructure and these investments may achieve delayed, or lower than expected benefits, which could impair our profitability and negatively affect our business, financial condition and financial results. As our operations grow in size and scope, we continually need to improve and upgrade our technology offerings, systems and infrastructure to offer an increasing number of customers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure and pursuing reduced costs per transaction. Expanding our technology 9 offerings, systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that the volume of our business will increase, which could reduce our net income, deplete our cash, and materially adversely affect our business, financial condition and financial results. Developing and launching new product offerings adjacent to or outside of our core encrypted email offerings can be particularly costly in terms of capital investments for both product development and marketing. At the same time, these new offerings involve greater uncertainty concerning both ma to a rket acceptance and our ability r successfully execute a sales and marketing strategy that justifies our investments. Our failure to properly manage and execute new product initiatives could materially adversely affect our business, financial condition and financial results. dd Our failure to keep pace with rapid technology changes could have a negative impact on our business, financial condition and financial results. The markets for our products and services are characterized by rapid technological developments and frequent changes in customer requirements. We must continually improve the performance, features and reliability of our products and services, particularly in response to competitive offerings, to keep pace with these developments. We must ensure that our products and services address evolving operating environments, devices, industry trends, certifications and standards. For example, we have required to expand our offerings for virtual computer environments and mobile environments to support a broader range of mobile devices. We also may need to develop products that are compatible with new operating systems while remaining compatible with existing, popular operating systems. Our business could be harmed by our competitors announcing or introducing new products and services that could be perceived by customers as superior to ours. We spend considerable resources on technology research and development, but our research and development resources are more limited than many of our competitors. Our failure to introduce new or enhanced products on a timely basis, to keep pace with rapid industry, technological or market changes or to gain custom er acceptance for our new and existing products and services, such as mobile device data protection, could have a material adverse effect on our business, financial condition and financial results. been aa f r We face strong competition, which could negatively affect our business, financial condition and financial results. The markets in which we compete are characterized by rapid change and converging technologies and are very competitive. With rising demand for private and secure email communications, there is strong competition for email encryption products and services. Our Email Encryption and data loss prevention business competes with products and services offered by companies such as Microsoft, Barracuda Networks, Inc., Proofpoint, Virtru, HP (Voltage), and Sophos Inc. Our ZixOne business completes with products and services offered by companies such as AirWatch/VMWare, Citrix (with XenMobile), Blackberry, IBM/Fiberlink (with MaaS360), Microsoft (with ActiveSync), and MobileIron. Strong competition requires us to develop new technology solutions and service offerings to expand the functionality and value that we offer to our customers. Many of our competitors bundle their competing products and services with products and services that we do not offer, which could make our offerings less attractive by comparison. As a result of the bundling by these competitors, it can be difficult for our customers to compare the cost of our offerings with competing offerings. In some instances, competing products and services may seem to be offered by our competitors at little to no additional cost to the customer. In addition, our competitors may develop products and services that are perceived by customers as equivalent to, or having advantages over, our products and services. Competitors could capture a significant share in our markets, causing our sales and revenue to decline or grow more slowly. Barriers to entry are relatively low, and new ventures are often formed that create products competitive with our products. Competitive pressures could lead to price discounting or to increases in ex x penses such as advertising and marketing costs. Increased competition could also decrease demand for our products and services. Competition could reduce our revenues and net income and materially adversely affect our business, financial condition and financial results. uu Industry consolidation may lead to increased competition and may harm our operating results. There has been a trend toward industry consolidation in our industry for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to a continue operations. For example, some of our current and potential competitors have made acquisitions, or announced new strategic alliances. Companies that are strategic alliance partners in some areas of our business competitors, thereby reducing their business with us. We believe that industry co better able to compete as sole-source vendors for customers. This could have a material adverse effect on our business, financial condition and financial results. nsolidation may result in stronger competitors that are may acquire or form alliances with our aa r Some competitors have advantages that may allow them to compete more effectively than us, which could negatively affect our business, financial condition and financial results. Some of our competitors have longer operating histories, more extensive operations, greater name recognition, larger technical staffs, bigger product development and acquisition budgets, established relationships with more distributors and hardware vendors, 10 and greater financial and marketing resources than we do. These advantages might enable them (independently or through alliances) to develop and expand functionality of products and services faster than we can, to spend more money to market and distribute products and services than we can, or to offer their products and services at prices lower than ours. These advantages could reduce our revenues and net income and materially adversely affect our business, financial condition and financial results. d If we do not successfully manage our strategic alliances, we may not realize the expected benefits from such alliances and we may experience increased competition or delays in product development. We have entered into several strategic alliances with other companies to offer complementary products and services. These al is generally to facilitate product arrangements are generally limited to specific projects or series of projects, and their main go f compatibility and adoption of industry standards. There can be no assurance that we will realize the expected benefits from these strategic alliances. If successful, these relationships may be mutually beneficial and result in industry growth. However, alliances carry an element of risk because, in most cases, we must compete in some business areas with a company with which we have a strategic alliance and, at the same time, cooperate with that company in other business areas. Also, if these partner companies fail to perform or if these relationships fail to materialize as expected, we could suffer delays in product development or other operational difficulties. We enlist third party distributors to market our products and services, and our failure to succeed in those relationships could negatively affect our business, financial condition and financial results. r We distribute a significant percentage of our products and services by entering into alliances with third parties who can offer our products and services along with their own or our competitors’ products and services. Increased reliance on third parties to market and distribute our products and services exposes us to a variety of risks. For example, we have limited control over and visibility into the sales cycles of third party distributors, which could increase the length of our sales cycle, cause our revenue to fluctuate unpredictably and make it difficult to accurately forecast our revenue. In addition, we may not succeed in developing or maintaining marketing alliances. Companies with which we have marketing alliances may in the future discontinue their relationships with us, form marketing alliances with our competitors, or develop and market their own products and services that compete with ours. If a significant distributor were to discontinue its relationship with us, we could experience an interruption in the distribution of our products and services and our revenues could decline. Our failure to develop, maintain and expand strategic distribution relationships could reduce our revenues and net income and materially adversely affect our business, financial condition and financial results. h aa We may acquire product lines or businesses, which could impact our business, financial condition and financial results. As part of our business strategy, we may periodically seek to acquire products lines or businesses from third parties that complement our current product lines and businesses. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired product lines or businesses, estimation and assumption of liabilities and contingencies, personnel turnover and the diversion of management’s attention from other business concerns. We may be unable to successfully integrate and manage product lines or businesses that we acquire in the future, or be unable to achieve anticipated benefits or costs savings from acquisitions in the timeframe we anticipate, or at all. The inability to effectively and efficiently manage acquisitions with the results we expect or in the timeframe we anticipate could adversely affect our business, financial condition and financial results. Unfavorable economic environments, particularly in the U.S., could negatively affect our business, financial condition and financial results. Challenging economic conditions worldwide have from time to time contributed, and may continue to contribute, to slowdowns in the technology and networking industries at large, as well as in the encrypted email/data security market and in specific geographic markets in which we operate. If economic growth in those markets, particularly in the U.S., which accounts for a substantial majority of our revenue, slows, or credit is unavailable at a reasonable cost, current and potential customers may delay or reduce technology lly, as we continue our corporate strategy of a purchases, including the deployment or expansion of our products and services. Additiona exploring additional international markets, we may become more susceptible to unfavorable economic environments outside the U.S. and that could compound the negative effects of unfavorable economic environments in markets in which we currently operate. This could result in reduced sales of our products and services, longer sales cycles, slower adoption of new technologies and increa price competition. In addition, adverse economic conditions could negatively affect the cash flow of our customers and distributors, which might result in failures or delays in payments to us. This could increase our credit risk exposure and delay our recognition of revenue. Specific economic trends, such as declines in the demand for cloud computing services and computing devices, or softne corporate information technology spending, could have a more direct impact on our business. If these conditions persist, spread or deteriorate further, our business, financial condition and financial results could be materially adversely affected. ss in sed d a a f 11 If our products do not work properly or have security vulnerabilities, our reputation, business, financial condition and financial results could be negatively affected and we could experience negative publicity, declining sales and legal liability. The threats facing our customers are constantly evolving and the techniques used by experienced hackers to access or sabotage data change frequently, often are not recognized until launched against a target, and may originate from less regulated or remote areas around the world. As a result, we must constantly update our product solutions to respond to these threats. We produce complex solutions that incorporate leading-edge technology, including both hardware and software, that must operate in a wide variety of technology environments. Software may contain defects or “bugs” that can interfere with expected operations or introduce security vulnerabilities that can lead to unauthorized use or data loss. There can be no assurance that our testing programs will be adequate to detect all defects prior to the product being introduced, which might decrease customer satisfaction with our products and services. The product reengineering cost to remedy a product defect or mitigate vulnerabilities y inability to cure a product defect could result in the temporary or permanent withdrawal of a product or service from the market, a security breach, negative publicity, damage to our reputation, failure to achieve market acceptance, lost revenue and increased expense, any of which could have a material adverse effect on our reputation, business, financial condition and financial resul could be material to our operating results. Our ts. n Our transmission and storage of personally identifiable information including the personal data of European data subjects and other confidential information, and inadvertent exposure of PII or CI, could cause us to violate data privacy laws or lose customers and could negatively affect our business, financial condition and financial results. We transmit and store large amounts of personally identifiable information (“PII”) about individuals, which may include healthcare or financial information, and other confidential information (“CI”). Although we have established, and continue to develop and enhance, security measures and controls to help protect against unauthorized disclosure of such PII and other CI, an inadvertent disclosure of, or unauthorized third-party access to, PII or CI, could disrupt our operations, damage our reputation and subject us to claims or other liabilities. In addition, our processing and storage of certain types of data is subject to confidentiality agreements with our clients and tt handling PII is increasingly subject to a variety of changing privacy and data security regulations around the world, such as the European Union’s Data Protection Directive and the forthcoming European Union Data Protection Regulation. Such laws and regulations are subject to new and differing interpretations and may be inconsistent among jurisdictions. For example, in October 2015, the European Court of Justice invalidated the U.S.-EU Safe Harbor framework that had been in place since 2000, which allowed companies including us to meet certain European legal requirements for the transfer of personal data from the European Economic Area to the United States. In the wake of that decision, we decided to participate in the new EU-U.S. Privacy Shield framework n established by the U.S. Department of Commerce and the European Commission and opened for participation on August 1, 2016. We applied for and were approved for certification and are now an Active Participant in the Privacy Shield program. Our Privacy Shield self-certification was finalized by the Department of Commerce and became effective as of November 9, 2016. This will allow us to transfer personal data of European data subjects that we receive from customers to the United States, in compliance with the Privacy Shield principles. While our Privacy Shield certification and other mechanisms (such as Model Clauses) to lawfully transfer such data remain, Privacy Shield and other transfer mechanisms are also subject to pending legal challenges and these legal challenges may result in different European data protection regulators applying differing standards for the transfer of personal data. Future changes in requirements under these regulations may be inconsistent with our existing data management practices. If so, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business, including increased cost of compliance and limitations on data transfer for us and our customers. ff Any inability to adequately address privacy concerns, even if unfounded, or to comply with ff applicable privacy or data protection laws, regulations and policies, could result in additional costs and liability to us, damage our reputation, inhibit sales and harm our business. Furthermore, any inadvertent disclosure of, or unauthorized access (including due to a cyber-attack) to, PII or other CI or other failure by us to comply with data privacy requirements could subject us to significant penalties, damages, remediation and other expenses, and damage our reputation, any of which could have a material adverse effect on our business, financial condition and financial results. r 12 Problems with enforcing our intellectual property rights or using third party intellectual property could negatively affect our business, financial condition and financial results. We rely on a combination of contractual rights, trademarks, trade secrets, patents and copyrights to establish and protect intellectual property rights and other proprietary rights in our products and services. These intellectual property rights or other proprietary rights might be challenged, invalidated or circumvented. The steps we have taken to protect our proprietary information aa may not prevent its misuse, theft or misappropriation. Competitors may independently develop technologies or products that are substantially equivalent or superior to our products or that inappropriately incorp uu proprietary technology into their products. Competitors may hire our former employees who may misappropriate our intellectual property rights or other proprietary technology. Some jurisdictions may not provide adequate legal protection of our intellectual property rights or other proprietary technology. orate our intellectual property rights or other tt We may have to defend or assert our rights in intellectual property that we use in our services, and we could be found to infringe the intellectual property rights of others, which could be disruptive and expensive to our business. We may have to defend against claims that we or our customers are infringing the rights of third parties in patents, copyrights, trademarks and other intellectual property. If we acquire technology to include in our products from third parties, our exposure to infringement actions may increase because we must rely upon these third parties to verify the origin and ownership of such technology. Also, we may be required to spend significant resources to monitor and protect our intellectual property rights, including initiating claims or litigation against third parties for infringement or misappropriation. Intellectual property litigation and controversies are disruptive and expensive, whether or not resolved in our favor. Even unmeritorious claims brought against us or our customers may harm our reputation and customer relationships, may cause us to incur significant legal and other fees to defend, and may have to be settled for significant amounts. Infringement claims against us could require us to develop non-infringing services or enter into expensive royalty or licensing arrangements. Our business, financial condition and financial results could be materially adversely affected if we are not able to develop non-infringing technology or license technology on commercially reasonable terms. rr r We may face risks from using “open source” software that could negatively affect our business, financial condition and financial results. Like many other software companies, we use “open source” software in order to take advant tt age of common industry building blocks and to add functionality to our products quickly and inexpensively. Open source software license terms could adversely affect our intellectual property rights in our products that include open source software. Depending upon how the open source software deployed, we could be required to offer products that use the open source software for no cost, or make available the source code for modifications or derivative works. Any of these obligations could have an adverse impact on our intellectual property rights and revenue from products incorporating the open source software. Using open source code could also cause us to inadvertently infringe third-party intellectual property rights or require us to publicly disclose proprietary information. We have processes and cont tt rols in place that are designed to address these risks and concerns, but we cannot be sure that our process or controls will be sufficient to mitigate all risk in this regard. Open source software might also introduce security vulnerabilities or defective functionality. The open source community may not always respond with adequate urgency to mitigate the impacts of such defects. is u rr We rely on the availability of third-party intellectual property, which may not be accessible to us on reasonable terms or at all. Some of our products include third party intellectual property, which may require licenses from third parties. Based on past experience and industry practice, we believe that such licenses can be obtained on reasonable terms; however, there can be no assurance that we will be able to obtain the necessary licenses for new or current products on acceptable terms or at all. Failure to obtain such licenses may limit our ability to sell our products, which could have a material adverse effect on our business, financial condition and financial results. We may fail to recruit and retain key personnel, which could impair our ability to meet key objectives. Our success depends on our ability to attract and retain highly-skilled technical, managerial, sales, and marketing personnel. Changes in key personnel may be disruptive to our business. It could be difficult, time consuming and expensive to replace key personnel. Integrating new key personnel may be difficult and costly. Volatility, lack of positive performance in our stock price or changes to our overall compensation program including our stock incentive program may adversely affect our ability to retain key employees, many of whom are compensated, in part, based on the performance of our stock price. The loss of services of any of our key personnel, the inability to retain and attract qualified personnel in the future or delays in hiring required personnel could make it difficult to meet key objectives. Any of these impairments related to our key personnel could negatively affect our business, financial condition and financial results. ff 13 Governmental restrictions on the sale of our products and services in non-U.S. markets could negatively affect our business, financial condition and financial results. Exports of software solutions and services using encryption technology such as ours are generally restricted by the U.S. government. Although we have obtained U.S. government approval to export our service to almost all countries, the list of countries to which we (and our distributors) cannot export our products and services could be expanded in the future. impose restrictions on the importation and use of encryption solutions and services such as ours. The cost of compliance with U.S. and other export laws, or our failure to obtain governmental approvals to offer our products and services in non-U.S. markets, could affect our ability to sell our products and services and could impair our international expansion. We face a variety of other legal and compliance risks. If we or our distributors fail to comply with applicable law and regulations, we may become subject to penalties, fines or restrictions that could materially adversely affect our business, financial condition and financial results. In addition, some countries tt nn a Exercises and vesting of equity awards relating to our common stock may dilute the ownership interests of existing shareholders and could negatively affect the value of our common stock. Our employees hold a significant number of outstanding options and other equity awards. The vesting and exercise of these awards, and the resulting issuance of additional shares of our common stock, dilutes the ownership interests and voting rights of our current shareholders. Issuances and/or sales of those additional shares could cause our common stock to decline in value. In recent years, we have completed several share repurchase programs, the effect of which has been to mitigate the dilutive effect of our employee equity grants. There can be no assurance, however, that we will continue these share repurchase programs in the future. Item 1B. Unresolved Staff Comments None. Item 2. Properties We leased properties during 2016 that are considered significant to the operations of the business in the following locations: Burlington, Massachusetts; Ottawa, Ontario, Canada; the United Kingdom; and Dallas and Austin, Texas. Our Burlington employees perform sales and marketing activities. Our Ottawa employees perform both client services and sales Kingdom facility provides data center support for our European customers. The Dallas office is our headquarters, which includes research and development, marketing, sales and all general administrative services, and the ZixData Center. Our Austin location is used primarily for fail-over and business continuity services and is used to some extent to support normal ongoing operations. Our facilities are suitable for our current needs and are considered adequate to support expected near term growth. support activities. The United d rr Item 3. Legal Proceedings We are subject to legal proceedings, claims, and litigation involving our business. While the outcome of these matters is currently not determinable, and the costs and expenses of resolving these matters may be significant, we currently do not expec the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial statements. ff t that Item 4. Mine Safety Disclosures Not applicable. 14 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on The Nasdaq Stock Market under the symbol ZIXI. The table below shows the high and low sales prices by quarter for fiscal 2016 and 2015. PART II Quarter Ended March 31 June 30 September 30 December 31 2016 2015 High Low High Low $ $ $ $ 5.09 $ 4.18 $ 4.28 $ 5.08 $ 3.23 $ 3.61 $ 3.65 $ 3.91 $ 4.41 $ 5.47 $ 5.40 $ 5.78 $ 3.31 3.88 3.98 4.12 At March 2, 2017, there were 54,367,481 shares of common stock outstanding held by 426 shareholders of record. On that date, the last reported sales price of the common stock was $5.19. We have not paid any cash dividends on our common stock and do not anticipate doing so in the foreseeable future. For information regarding options and stock-based compensation awards outstanding and available for future grants, see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Performance Graph The following graph compares the cumulative total return of an investment in our common stock over the five-year period ended December 31, 2016, as compared with the cumulative total return of an investment in (i) the Center for Research in Securities Prices (“CRSP”) Total Return Index for Nasdaq Stock Market (U.S. companies) and (ii) the CRSP Total Return Index for Nasdaq Computer and Data Processing Stocks. The comparison assumes $100 was invested on December 31, 2011, in our common stock and in each of the two indices and assumes reinvestment of all dividends, if any. The stock price performance on the following graph is not necessarily indicative of future stock price performance. A listing of the companies comprising each of the CRSP- NASDAQ indices used in the following graph is available, without charge, upon written request. Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 December 2016 300.00 300 00 250.00 200.00 150.00 100.00 100 00 50.00 0.00 0.00 2011 2012 2013 2014 2015 2016 Zix Corp. NASDAQ Stock Market (US Companies) NASDAQ Computer and Data Processing Index 15 Sale of Unregistered Securities None. Purchases of Equity Securities by the Issuer Period October 1, 2016 to October 31, 2016 November 1, 2016 to November 30, 2016 December 1, 2016 to December 31, 2016 Total Total Number of Shares Purchased(1) Average Price Paid per Share —— 4.08 —— 4.08 —— $ 6,838 $ —— $ 6,838 $ Total Number of Shares Purchased as part of Publically Announced Plans or Programs Maximum Number (or Appropriate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs —— $ —— $ —— $ —— $ —— —— —— —— 1 The shares repurchased for the one month period ended November 30, 2016, represent shares of Restricted Stock withheld by us upon the vesting of outstanding Restricted Stock. These shares were withheld by us to satisfy the minimum statutory tax withholding for the employee for whom the Restricted Stock vested during the period, which is required once the Restricted Stock is vested. tt tt 16 Item 6. Selected Financial Data The following selected financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and notes thereto. No cash dividends were declared in any of the five years shown below: Statement of Operations Data: Revenues Cost of revenue Gross margin Research and development expenses Selling, general and administrative expenses Income tax expense (benefit)(1) Net income Basic income per common share Diluted income per common share Shares used in computing basic income per common share Shares used in computing diluted income per common share Statements of Cash Flows Data: Net cash flows provided by (used for): Operating activities Investing activities Financing activities Balance Sheet Data: Cash, Cash Equivalents and Marketable Securities Working capital(2) Total assets Stockholders’ equity 2016 2015 Year Ended December 31, 2013 2014 (In thousands, except per share data) 2012 $ $ $ $ $ $ $ $ $ $ 60,144 10,533 49,611 9,553 30,742 3,692 5,837 0.11 0.11 53,820 54,395 15,251 (2,136) (15,322) 26,457 2 82,358 49,070 $ $ $ $ $ 54,713 9,593 45,120 8,317 28,887 3,144 5,016 0.09 0.09 56,422 57,476 15,617 (1,951) (6,687) 28,664 3,821 87,286 56,772 $ $ $ $ $ 50,347 $ 8,324 42,023 9,051 26,222 2,830 4,103 0.07 $ 0.07 $ 57,949 48,138 7,614 40,524 9,563 21,646 (1,006) 10,453 0.17 0.17 61,139 58,967 62,527 13,317 $ (3,402) (15,748 ) 13,298 (1,593) (7,175) 21,685 $ 2,249 83,724 56,270 27,518 12,127 90,702 66,234 43,356 7,609 35,747 7,419 19,385 (1,949) 11,003 0.18 0.17 62,211 62,875 12,533 (1,533) (8,692) 22,988 6,626 82,849 61,245 (1) The $1.0 million and $1.9 million tax benefits in 2013 and 2012 resulted from the release of a portion of our deferred tax asset valuation allowance. Based on analysis of both projected and current earnings excluding discontinued operations, we have estimated these tax assets as likely to be utilized prior to expiration. See “Income Taxes” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (2) Working capital includes deferred revenue totaling $25.8 million, $23.2 million, $21.6 million, $19.1 million, and $17.5 million, as of December 31, 2016, 2015, 2014, 2013, and 2012, respectively. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis contains forward-looking statements about trends, uncertainties and our plans and expectations of what may happen in the future. 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 described above in “Item 1A. Risk Factors.” Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements. See “Item 1. NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS.” The following discussion should be read in conjunction with the consolidated financial statements and related notes beginning on page F-1. Overview We are a leader in providing secure email encryption. We provide email encryption, DLP and BYOD solutions to meet the data protection and compliance needs of organizations primarily in the healthcare, finance, and government sectors. A core competency is our ability to deliver this complex service offering with a high level of availability, reliability, integ rity and security. f 17 Our 2016 results included record revenues. We attribute our success to on-going efforts to build a solid and predictable business based on our successful recurring revenue subscription business model. For 2016, we continued to benefit from growing concerns for data security and integrity issues, which continue to make headline news, as well as the growing acceptance of cloud-based offerings along with the growing need for regulatory compliance. For 2016, we reported revenue of $60.1 million, an increase of $5.4 million over the prior year, driven principally by continued growth in our Email Encryption business. For the year ended December 31, 2016, our gross profit of $49.6 million increased 10% compared to 2015. This increase was the f d increased selling, general and administrative primarily driven by increased revenue. Our 2016 operating income of $9.3 million increased $1.4 million over the prior year, as d gross profit increase was offset by increased research and development headcount an expense primarily related to patent defense and planned advertising and promotional spending. Our $5.8 million net income in 2016 is an increase of 16% compared to our $5.0 million net income in 2015. Other Financial Highlights (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) Backlog was $81.7 million at the end of 2016, compared with $74.2 million at the end of 2015 Total orders for 2016 were $68.6 million, an increase of 12% from the 2015 total orders of $61.0 million Our deferred revenue at the end of 2016 was $27.2 million, compared with $24.0 million at the end of 2015 We generated cash flows from operations of $15.3 million during fiscal 2016. Our cash and cash equivalents were $26.5 million at the end of 2016, compared with $28.7 million at the end of 2015. Our shared, cloud-based ZixDirectory now has approximately 55 million members including some of the most respected institutions in the country. Our services are sold on a subscription basis with contract terms generally ranging from one to five years. We provide a financial incentive to our customers and sales force to contract for three to five years. Historically, most of our customers contract for three year terms, except for our large partner (i.e., “OEM”) orders which for the most part contain one year terms. At the end of the contract term we attempt to renew the subscription, again attempting to secure a three to five year term. Our customers pay us annually at the start of the subscription term and each succeeding year on the anniversary of the commencement of the service. We recognize revenue ratably on a monthly basis over the term of the subscription once service commences. We attempt to grow the business by signing new customers to subscription services and/or selling new or higher volume services to existing customers (i.e., “upsell”) while retaining existing customers through renewal of their services. Our total orders consist of orders from new customers, upsell to existing customers, plus renewal orders. Total orders may vary from quarter to quarter due to the timing of renewal orders, which will fluctuate in amount due to timing and length of expiring subscription terms. Similarly, total new orders and upsell orders will fluctuate in amount due to term length. To better understand new orders, management tracks the first year value of new orders as well as the total order value for the r subscription term because total order value will exceed the first year value on multi-year orders. By segregating the first year value of new orders, we eliminate the fluctuation in total order amount caused by the dollar impact of multi-year contracts. We refer to this metric as New First Year Orders (“NFYOs”). aa Our backlog consists of the total order value of contracted business that has not yet been recognized into revenue. Backlog is calculated by adding to the existing contracted order value the total value of all orders booked in the period (e.g., quarterly) less the value of revenue recognized for that period. Although orders are non-cancellable, occasionally we adjust backlog for customer bankruptcy or change of term, but these instances are rare and do not materially impact the backlog amount. The backlog will grow if the value of total orders added in a period exceeds the value of revenue recognized in that period. Conversely, the backlog amount will decline if revenue recognized exceeds the total order value added for the period. Although rare, a decline in backlog may result from fluctuations in total orders caused by timing of renewal orders described above. 18 We retain approximately 90% of our recurring revenue on an annual basis. We calculate this percentage by identifying the current period revenue less revenue associated with orders for new services received in the prior twelve month period and comparing this amount to the total revenue in the corresponding prior year period. Deferred revenue is the value of contracted business that has been paid but has not been recognized as revenue. See description of the components of the backlog following in Item 7 of this Form 10-K under the heading, “Backlog and Orders.” tt Our revenue growth is dependent on our ability to sell subscription services to new customers, upsell new services or increase volume with existing customers and retain existing customers by renewing their subscription services. Generally, if annual NFYOs exceed the annual value of cancelled subscriptions, revenue should grow. However, revenue growth may fluctuate due to timing of deployment of new services and subscription cancellations. For example, a new order reported in NFYOs in one quarter may not be deployed to the customer until the following quarter and therefore delay commencement of revenue recognition. Similarly, a cancellation of a contract with an expiration in the first month of a quarter will have a higher negative impact on revenue in the quarter than a contract of the same amount with an expiration in the last month of a quarter. The impact of these quarter to quarter fluctuations tends to diminish over annual periods making year over year quarterly revenue comparisons more indicative of revenue growth than aa sequential quarterly revenue comparisons. mm t Our operations and future prospects are further discussed throughout this “Management’ s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”). There are no assurances we will be successful in our efforts to achieve continued growth. Our continued growth depends on the timely development and market acceptance of our products and services. See “Item 1A. Risk Factors” for more information on the risks relative to our operations and future prospects. Revenue Revenue increased by 10% in 2016 compared with 2015. Our revenue growth was driven by our successful subscription model that continues to yield steady additions to the subscriber base coupled with a high rate of renewing existing customers. Critical Accounting Policies and Estimates In preparing our consolidated financial statements, we make estimates, assumptions and judgments that can have a significant impact on revenue, income from operations and net income, as well as the value of certain assets and liabilities on our consolidated balance sheet. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgements by us. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities. We evaluate our estimates on a regular basis and make changes accordingly. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actu results may materially differ from these estimates under different assumptions or conditions. If actual results were to differ t estimates materially, the resulting changes could have a material adverse effect on our consolidated financial statements. al from these f We consider accounting policies to be critical when they require us to make assumptions about matters that are highly uncertain at the time the accounting estimate is made and when different estimates that our management reasonably has used have a material effect on the presentation of our financial condition, changes in financial condition or results of operations. Management believes the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of the consolidated financial statements. Our critical accounting policies included the following: (cid:120) (cid:120) (cid:120) (cid:120) Revenue recognition Income taxes Valuation of goodwill and other intangible assets Stock-based compensation costs 19 For additional discussion of the Company’s significant accounting policies, refer to Note 2 to our consolidated financial statements. Revenue Recognition We develop market, and support applications that connect, protect and deliver information in a secure manner. We derive our revenue from subscription fees for rights related to the use of our software. Software subscription terms typically range from one to three years. t Revenue is recognized when all of the following have been met: (cid:120) (cid:120) (cid:120) (cid:120) persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectability is probable. Discounts provided to customers are recorded as reductions in revenue. We have determined that substantially all of our revenue arrangements are in the scope of the software revenue recognition tt rules. Multiple elements in our software arrangements are sold as a single unit consisting of the following elements: (i) subscription licensed software delivered to the customer’s site, (ii) ongoing customer support and (iii) access to our hosted encryption network (Zix encryption network) during the term of the agreement. tt (i) Software at the customer site performs critical functions of the email encryption process and is the predominant element in our arrangements. Actions performed by the software at the customer site include identifying when encryption is needed through the use of filters and lexicons, determining the best method of delivery (BMOD) by examining secure connection options and selecting the BMOD. BMOD is a key marketing differentiator for us and is defined as the most secure and easiest method to deliver encrypted email. Customers can install the software on their own hardware or we can deliver hardware that we own to the customer site. (ii) Customer support includes unspecified software upgrades, updates and bug fixes and access to live technical support technicians and on-line knowledge resources (iii) The Zix encryption network includes access to our central network which facilitates transparent encrypted email exchange among all of our customers by providing public encryption keys (asymmetrical encryption requires two keys- a public key provided by the central network and a private key generated by the software at the customer site). The delivered software element is essential to the functionality and utility of this central network. The network also enables our customers to send encrypted emails to non-Zix customer recipients through a portal. Approximately 9% of our revenue in 2016 was derived from hosted email encryption solutions. We apply general revenue recognition guidance to these hosted arrangements. In all revenue arrangements we cannot determine vendor specific objective evidence (VSOE) and ff units of accounting for the multiple elements of our arrangements that are b sales of subscription based (i.e. time-based) licenses. We defer revenue until the software is delivered and the service is deployed. Upon deployment, we commence revenue recognition and revenue is recognized ratably over the subscription period generally ranging from one to three years. f we cannot establish separate undled and sold as one unit. All revenue arrangements are Income Taxes Deferred tax assets are recognized if it is “more likely than not” that the benefit of the deferred tax asset will be realized on future federal or state income tax returns. At December 31, 2016, we provided a valuation allowance against a significant portion, $46.0 million, of our accumulated U.S. deferred tax assets. This significant valuation allowance reflects our historical losses and the uncertainty of future taxable income sufficient to utilize net operating loss carryforwards prior to their expiration. Our total deferred tax asset not subject to a valuation allowance is valued at $45.7 million, and consists of $39.0 million for federal net operating loss carryforwards, $3.7 million relating to temporary timing differences between U.S. generally accepted accounting principles (“GAAP”) and tax-related expense, $1.7 million relating to U.S. state income tax credits, and $1.3 million related to Alternative Minimum Tax credits. If U.S. taxable income increases from its current level in a future period or if the facts and circumstances on which our estimates and assumptions are based were to change, thereby impacting the likelihood of realizing the deferred tax assets, judgement 20 would have to be applied in determining the amount of valuation allowance no longer required. Reversal of all or a part of this valuation allowance could have a significant positive impact on operating results in the period that it becomes more likely than not aa that certain of the Company’s deferred tax assets will be realized. Alternatively, should our future income decrease from curre levels, a resulting increase to all or a part of this valuation allowance could also a results. have a significant negative impact on our operating nt t Valuation of Goodwill and Other Intangible Assets We account for the valuation of goodwill and other intangible assets after classifying intangible assets into three categories: (1) intangible assets with finite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with finite lives, tests for impairment must be performed if conditions exist that indicate that the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, tests for impairment must be performed at least annually or more frequently if events or circumstances indicate that assets might be impaired. t Goodwill was $2.2 million, or 3% and 2% of total assets, in each of the years ended December 31, 2016 and 2015. Our goodwill is not being amortized, but we do evaluate the goodwill for impairment annually in the fourth quarter, or when there is reason to believe that the value has been diminished or impaired. Evaluations for possible impairment are based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned, versus the sum of the carrying rr value of the assets and liabilities of that unit including the assigned goodwill value. We include our entire Company as the reporting unit. The fair values used in this evaluation are estimated based on the Company’s market capitalization, which is based on the Company’s outstanding common stock and market price of the stock. Impairment is deemed to exist if f exceeds its estimated fair value. We have evaluated our goodwill and determined no impairment adjustment is required. the net book value of the un mm it Stock-based Compensation Our share-based awards include stock options, restricted stock awards and restricted stock units. We have non-qualified stock r options outstanding to employees and directors under various stock option plans. The plans require the exercise price of options granted under these plans to equal or exceed the fair market value of the Company’s common stock on the date of grant. The options, subject to termination of employment, generally expire ten years from the date of grant. Employee stock op tions typically vest pro-rata and quarterly over three or four years. Restricted stock is issued to the employee at grant but is subject to transfer restrictions. Stock is issued in exchange for restricted stock units when vesting conditions are met. The transfer restrictions and vesting conditions may be aa time- or performance-based. Restricted stock and restricted stock units typically vest pro-rata annually over three or four yea rs. We use the straight-line amortization method for recognizing stock-based compensation costs. The weighted average grant-date fair value of awards of restricted stock, and restricted stock units is based on quoted market price of the Company’s common stock on the date of grant. Option, restricted stock and restricted stock unit grants to employees, officers and directors frequently contain accelerated vesting provisions upon the occurrence of a change of control, as defined in the applicable option agreements. a aa Full Year 2016 Summary of Operations Financial (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) Revenue for 2016 was $60.1 million compared with $54.7 million in 2015 and $50.3 million in 2014. Gross margin for 2016 was $49.6 million or 82% of revenues compared with $45.1 million or 82% of revenues in 2015 and with $42.0 million or 83% of revenues in 2014. Net income for 2016 was $5.8 million compared with $5.0 million in 2015 and $4.1 million in 2014. Net income per diluted share was $0.11 for 2016 compared with $0.09 for 2015 and $0.07 for 2014. Unrestricted cash was $26.5 million on December 31, 2016. 21 Results of Operations Revenue The following table sets forth a year-over-year comparison of our total revenues: (In thousands) Year Ended December 31, 2015 2014 2016 Variance 2016 vs. 2015 Variance 2015 vs. 2014 $ % $ % $ 60,144 $ 54,713 $ 50,347 $ 5,431 10 % $ 4,366 9% Our growth model seeks to continually add new users to the subscriber base, while at the same time retaining a high percentage of existing subscribers whose subscriptions are up for renewal. In the year ended December 31, 2016, we categorized our revenue in the following core verticals: 51% healthcare, 28% financial services, 7% government sector, and 14% as other. In the year ended December 31, 2015, we categorized our revenue in the following core verticals: 54% healthcare, 28% financial services, 6% government sector, and 12% as other. Additionally, sales continued from a wide base of distributors – new first year orders (“NFYO’s”) derived from our value-added resellers, OEM and other third party distribution channels for 2016 were 57% of total NFYOs compared to 64% in 2015 and 58% in 2014. We measure additions to the subscriber base by NFYOs, which is defined as the portion of new orders that are expected to be recognized into revenue in the first twelve months of the contract. NFYOs are summarized in the table below: (In thousands) New first year order value 2016 Year Ended December 31, 2015 2014 $ 9,524 $ 10,158 $ 8,489 Our list pricing has remained generally consistent during the periods shown above. However, there are no assurances that potential increased competition in this market or other factors, including inflation, will not result in future price erosion. Price erosion, should it occur, could have a dampening effect on order growth and the revenue derived from our new orders. Revenue Outlook: We expect continued growth in our core Email Encryption offering and in our new products, along with increased sales from our indirect OEM distribution and value-added reseller channels to increase our NFYOs in 2017 and increase our year-over-year revenue. Backlog and Orders g Backlog — Our backlog was $81.7 million at December 31, 2016 compared with $74.2 million at December 31, 2015. The backlog is comprised of contractual commitments that we expect to amortize into revenue. As of December 31, 2016, the backlog was comprised of the following elements: $27.2 million of deferred revenue that has been billed and paid, $7.1 million billed but unpaid, and approximately $47.4 million of unbilled contracts. The backlog is recognized into revenue ratably as the services are performed. Approximately 57% of the total backlog is expected to be recognized as revenue during the next twelve months. Orders — Total orders in 2016 were $68.6 million compared with $61.0 million in 2015. Total orders are comprised of contract renewals, NFYOs, and in the case of new multi-year contracts, the years beyond the first year of service. tt Cost of Revenue The following table sets forth a year-over-year comparison of the cost of revenue. (In thousands) Year Ended December 31, 2015 2014 2016 Variance 2016 vs. 2015 Variance 2015 vs. 2014 $ % $ % $ 10,533 $ 9,593 $ 8,324 $ 940 10 % $ 1,269 15% Cost of revenue is comprised of expenses related to operating and maintaining the ZixData Center, a field deployment team, customer service and support and the amortization of Company-owned, customer-based computer appliances. The 10% increase in cost of revenue in 2016 compared with 2015 reflected in the table above resulted primarily from increases in average headcount, 22 software maintenance and license support, costs associated with hardware sales related to our Cisco partnership as well as depreciation expense related to networking equipment. These investments support growth in customers and users. The 15% increase in cost of revenue in 2015 compared with 2014 reflected in the table above resulted primarily from increases in average headcount and depreciation expense Research and Development Expenses The following table sets forth a year-over-year comparison of our research and development expenses: (In thousands) Year Ended December 31, 2015 2014 2016 $ 9,553 $ 8,317 $ 9,051 $ Variance 2016 vs. 2015 Variance 2015 vs. 2014 $ 1,236 % $ % 15% $ (734) (8)% Research and development expenses consist primarily of salary, benefits and stock-based compensation for our development staff, independent contractor expense, and other direct and indirect costs associated with enhancing our existing products and services and developing new products and services. The 15% increase in research and development expense in 2016 compared with 2015 reflected in the table above resulted primarily from increased in average headcount focused on development of our core email encryption portfolio, including performa enhancements to our hosted service solutions, and upgrades to our ZixOne product. rr nce The 8% decrease in research and development expense in 2015 compared with 2014 reflected in the table above resulted primarily from reduction in average headcount and outside contractor expense, partially offset by increases in depreciation expense. The decrease in headcount and contractor expense reflects lower required investment in 2015 following the launch of the ZixOne product in 2014. Depreciation expense increased in 2015 due to upgrades to our development facilities and fixtures in our Dallas office. Selling and Marketing Expenses The following table sets forth a year-over-year comparison of our selling and marketing expenses: (In thousands) 2016 $ 19,015 $ Year Ended December 31, 2015 18,075 $ 2014 18,284 Variance 2016 vs. 2015 $ % Variance 2015 vs. 2014 $ % $ 940 5 % $ (209) (1)% 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 $0.9 million increase in selling and marketing expense in 2016 compared with 2015 resulted primarily from our 2016 branding initiative and planned increase in advertising and promotional expenses, as well as higher payroll costs associated with enhancing our product management team. The slight decrease in selling and marketing expense in 2015 compared with 2014 resulted primarily from decreases in advertising expense partially offset by increases in commission and bonus expense. Commission and bonus expenses were higher in 2015 as a result of improved performance compared to 2014, primarily in NFYO and earnings metrics. General and Administrative Expenses The following table sets forth a year-over-year comparison of our general and administrative expenses: (In thousands) $ Year Ended December 31, 2015 10,812 2016 11,727 $ $ Variance 2016 vs. 2015 Variance 2015 vs. 2014 2014 $ % 7,938 $ 915 8% $ $ 2,874 % 36% 23 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 $0.9 million increase in general and administrative expense from 2016 compared with 2015 resulted primarily from an increase in litigation fees associated with defense our intellectual property and other consulting fees. These increases were partially offset by a decrease in year over year severance costs related to transition within our executive team. The $2.9 million increase in general and administrative expense in 2015 compared with 2014 resulted primarily from CEO transition related severance costs, higher variable compensation bonus expense, and higher legal and consulting fees. These increases were partially offset by lower depreciation and facilities expense, including a utility true-up credit from our Dallas landlord. Income Taxes Our Company or one of our subsidiaries files income tax returns in the U.S. federal jurisdiction and various states and in the Canadian federal and provincial jurisdictions. We recognize and measure uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The second aa Our Company incurred tax expense of $3.7 million, $3.1 million and $2.8 million for 2016, 2015 and 2014, respectively. For all years presented, tax expense represented deferred tax expense, refundable U.S. Alternative Minimum Tax, U.S. research and development credits, non-U.S. taxes payable related to the operations of the Company’s Canadian subsidiary established in late 2002, and state income taxes. Significant judgement is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider available evidence, including past earnings, estimates of future taxable income, and the feasibility of tax planning strategies. At December 31, 2016, the Company partially re served its U.S. net deferred tax assets due to the uncertainty of future taxable income sufficient to utilize net loss carryforwards prior to their expiration. The portion of the Company’s deferred tax asset not reserved was $45.7 million. The majority of this unreserved portion related to $39.0 million U.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 $3.7million relating to temporary timing differences between GAAP and t ax- related expense, $1.7 million relating to U.S. state tax income credits, and $1.3 million related to Alternative Minimum Tax credits. mm dd t We have determined that utilization of existing NOLs against future taxable income is not limited 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 any future taxable income. If we begin to generate additional U.S. taxable income in a future period or if the facts and circumstances on which our curren t nn u estimates and assumptions are based were to change, thereby impacting the likelihood of realizi ng a greater or lesser amount of our deferred tax assets, judgement would have to be applied in determining the amount of valuation allowance required. Adjusting our uu valuation allowance could have a significant impact on operating results in the period that it becomes more likely than not that an additional portion of our deferred tax assets will or will not be realized. mm f Our provision for income taxes is subject to volatility and could be adversely impacted by earnings being lower or higher than anticipated; by tax effects of nondeductible compensation; or by changes in tax laws, regulations, or accounting principles, including accounting for uncertain tax positions or interpretations. Significant judgment is required to determine the recognition and measurement applicable to all income tax positions. This includes the potential recovery of previously paid taxes, which if settled unfavorably could adversely affect our provision for income taxes or additional paid-in capital. In addition, our income tax returns are subject to examination by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income. tt Net Income Net Income – The Company generated net income of $5.8 million in 2016 compared with $5.0 million in 2015 and $4.1 million in 2014. The increase to our net income is due to revenue growth, offset by higher operating expenses, as discussed above. 24 Liquidity and Capital Resources Overview Based on our 2016 financial results and current expectations, we believe our cash and cash equivalents, and cash generated from operations, will satisfy our working capital needs, capital expenditures, investment requirements, contractual obligations, commitments, future customer financings, and other liquidity requirements associated with our operations through at least the next annual budgeting process. During 2016, our uu r twelve months. We plan for and measure our liquidity and capital resources through an cash flow from operations was $15.3 million, which represents a slight decrease over the $15.6 million cash flow from operations during 2015. At December 31, 2016, our cash and cash equivalents totaled $26.5 million, and we had no debt. This represents a $2.2 million decrease over our cash balance as of December 31, 2015, which is partially attributed to our expenditure of $15 million during 2016 under a share repurchase program that completed in July 2016. For the year ended December 31, 2016, we achieved 10% growth in revenue, 82% gross margin and strong cash collections. While future results cannot be guaranteed, we expect these trends to continue in the foreseeable future, and believe a significant portion of our spending is discretionary and flexible and that we have the ability to adjust overall cash spending to react, as needed, to any shortfalls in projected cash. Sources and Uses of Cash (In thousands) Net cash provided by operations Net cash used in investing activities Net cash used in financing activities 2016 Years Ended December 31, 2015 2014 $ $ $ 15,251 $ (2,136) $ (15,322) $ 15,617 $ (1,951) $ (6,687) $ 13,317 (3,402) (15,748) Our primary source of liquidity from operations was the collection of revenue in advance from our customers, accounts y receivable from our customers, and the management of the timing of payments to our vendors and service providers. Cash used in our investing activities for 2016 consisted primarily of computer and networking equipment purchases to improve our capacity to provide hosting services. Cash used in our investing activities for 2015 consisted of $1.5 million computing equipment purchases primarily to satisfy customer contracts. Approximately 25% of these capital purchases were for computer servers, which are required to deliver our services. The remaining purchases consisted primarily of leasehold improvements. qq Cash used in financing activities in 2016 included $15.0 million used to repurchase our common stock and $527 thousand used in the repurchase of common stock related to the tax impact of vesting restricted awards offset by $205 thousand received from the exercise of stock options. The stock repurchases were made pursuant to a stock repurchase program authorized by our board of directors, which was completed July 2016. Cash used in financing activities in 2015 included $15.0 million used to repurchase our common stock and $361 thousand used in the repurchase of common stock related to the tax impact of vesting restricted awards offset ff by $8.7 million received from the exercise of stock options. The stock repurchases were made pursuant to a stock repurchase program authorized by our board of directors, which was completed in October 2015. Options of Zix Common Stock We have significant 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 and related dilution from additional option table summarizes the options that were outstanding as of December 31, 2016. The vested options are a subset of the outstanding options. The value of the options is the number of options exercisable into shares multiplied by the exercise price for each share. activity is not certain. The following d Summary of Outstanding Options Exercise Price Range $1.11 - $1.99 $2.00 - $3.49 $3.50 - $4.99 Total Outstanding Options 102,834 522,938 1,334,507 1,960,279 25 Total Value of f Outstanding Options (In thousands) $ Vested Options (included in outstanding options) 102,834 $ 147 1,355 522,938 5,906 1,059,960 7,408 1,685,732 $ $ Total Value of f Vested Options (In thousands) 147 1,355 4,883 6,385 Liquidity Summary Based on our current 2017 budget plans, we believe we have adequate resources and liquidity to sustain operations for at least the next twelve months. Off-Balance Sheet Arrangements None. Contractual Obligations and Contingent Liabilities and Commitments We have total contractual obligations of $1.4 million over the next year and $3.8 million over the next three years primarily consisting of various operating office lease agreements. The lease of our headquarters facility in Dallas expires in 2024. A summary of our fixed contractual obligations and commitments at December 31, 2016, is as follows: (In thousands) Operating leases Total 1 Year Payments Due by Period 2-3 Years 4-5 Years > 5 Years $ 8,996 $ 1,448 $ 2,387 $ 2,095 $ 3,066 We have severance agreements with certain employees which would require us to pay up to approximately $4.6 million if all such employees separated from employment with our Company following a triggering event (e.g., change of control) as defined in the severance agreements. New Accounting Standards Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014- 09), which supersedes most current revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgement and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for us beginning in 2018, and requires using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certa expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We have begun an assessment of the guidance and expect our revenue to remain primarily unchanged. We are additionally analyzing the effect of the new guidance on the timing of our recognition of the incremental costs of obtaining contracts. Accordingly, we are still evaluating the impact of our pending adoption of ASU 2014-0 our consolidated financial statements and we have not yet determined the method by which we will adopt the standard. rr t 9 on in practical Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842), which introduces a lessee model that brings most leases onto the balance sheet. The new ASU eliminates the requirement in U.S. GAAP that entities use bright- line tests in determining lease classifications and requires lessors to provide additional transparency into their exposure to the changes in value of their residual assets and how they manage that exposure. The standard is effective for us beginning 2019. We expect the valuation of right to use assets and lease liabilities to be the present value of our forecasted future lease commitments and are assessing the discount rate to be applied in these valuations. We are currently evaluating the potential impact of this new guidance on our consolidated financial statements. Accounting for Share-Based Payments In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), which simplifies several aspects of the accounting for employees of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. 26 The Company currently has been tracking $3.6 million of excess tax benefits that were not previously recognized, as required by existing GAAP, because the related tax deduction did not reduce current taxes payable. Upon adopti on of the new standard beginning in year 2017, these benefits will be recorded on a modified retrospective basis through a cumulative-effect adjustment to retained earnings. A valuation allowance will also be recognized as a part of the cumulative-effect adjustment to retained earnings. t Item 7A. Quantitative and Qualitative Disclosures About Market Risk We do not believe that we face exposure to material market risk with respect to our cash, cash equivalents and restricted cash investments, which totaled $26.5 and $28.7 million at December 31, 2016 and 2015, respectively. We held no marketable securities and no debt as of December 31, 2016 and 2015. Item 8. Financial Statements and Supplementary Data n The information required by this Item 8 begins on page F-1 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Effectiveness of Disclosure Controls and Procedure In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10- K, management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on their evaluation of these disclosure controls and procedures, they have concluded that our disclosure controls and procedures were effective as of the date of such evaluation. Certifications of our principal executive officer and our principal acco ff unting officer, which are required in accordance with RuleRR 13a- 14 of the Exchange Act, are attached as exhibits to this Annual Report. This “Controls and Procedures” section includes the information concerning controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented. rr Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway y Commission in “Internal Control—Integrated Framework kk ”. Based on this assessment, our management concluded that, as of December 31, 2016, our internal control over financial reporting was effective based on those criteria. “ The effectiveness of our internal control over financial reporting as of December 31, 2016, has been audited by Whitley Penn LLP, an independent registered public accounting firm, as stated in their report which is included herein. Changes in Internal Controls over Financial Reporting During the three months ended December 31, 2016, there have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that have materially affected or are reasonably likely to materially affect internal control over financial reporting. 27 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Zix Corporation We have audited Zix Corporation and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2016 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the ac Management’s Annual Report on Internal Control Over Financial Reporting rr Company’s internal control over financial reporting based on our audit. . Our responsibility is to express an opinion on the companying a We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. d A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only iny accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. a Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in f conditions, or that the degree of compliance with the policies or procedures may deteriorate. aa In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. n We have also audited, in accordance with the standards of f the Public Company consolidated balance sheets of the Company as of December 31, 2016 and 2015, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated March 6, 2017, expressed an unqualified opinion on those consolidated financial statements. Accounting Oversight Board (United States), the /s/ WHITLEY PENN LLP Dallas, Texas March 6, 2017 28 Item 9B. Other Information None. 29 Item 10. Directors, Executive Officers and Corporate Governance PART III Certain information required by this Item 10 is incorporated by reference from our Proxy Statement related to the 2017 Annual Meeting of Shareholders under the sections “OTHER INFORMATION YOU NEED TO MAKE AN INFORMED DECISION — Directors, Executive Officers and Significant Employees” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and “CORPORATE GOVERNANCE — Code of Ethics,” and “Nominating and Corporate Governance Committee, Selection of Director Nominees,” and “Audit Committee.” The board of directors has adopted a Code of Conduct and Code of Ethics that applies f to all directors, officers and employees of the Company. A copy of this document is available on our website at www.zixcorp.com under “Corporate Governance.” Any waiver or amendment of the Code of Ethics with respect to our chief executiv e officer and senior financial officers will be publicly disclosed as required by applicable law and regulation, including by posting the waiver on our website. h Item 11. Executive Compensation The information required by this Item 11, including certain information pertaining to Company securities authorized for issuance under equity compensation plans, is incorporated by reference from our Proxy Statement related to the 2017 Annual Meeting of Shareholders under the section “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS.” n Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is incorporated by reference from our Proxy Statement related to the 2017 Annual Meeting of Shareholders under the section “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS — Equity Compensation Plan Information.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is incorporated by reference from our Proxy Statement related to the 2017 Annual Meeting of Shareholders under the section “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS — Certain Relationships and Related Transactions” and “CORPORATE GOVERNANCE — Corporate Governance Requirements and Board Member Independence.” Item 14. Principal Accountant Fees and Services The information required by this Item 14 is incorporated by reference from our Proxy Statement related to the 2017 Annual Meeting of Shareholders under the section “INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.” 30 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements See Index to Consolidated Financial Statements on page F-1 hereof. (a)(2) Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because of the absence of the conditions under which they are required or because the information required is included in the consolidated financial statements or notes thereto. (a)(3) Exhibits Exhibit Number Description 3.1 f — Restated Articles of Incorporation of Zix Corporation, as filed with the Texas Secretary of State on November 10, 2005. Filed as Exhibit 3.1 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, and incorporated herein by reference. 3.2 — Second Amended and Restated Bylaws of Zix Corporation dated November 1, 2016. Filed as Exhibit 3.2 to Zix Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, and incorporated herein by reference. 10.1† 10.2† — 1995 Long-Term Incentive Plan of Zix Corporation (Amended and Restated as of September 20, 2000). Filed as Exhibit 10.3 to Zix Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000, and incorporated herein by reference. — Zix Corporation 1999 Directors’ Stock Option Plan (Amended and Restated as of August 1, 2002). Filed as Exhibit 10.1 to Zix Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, and incorporated herein by reference. 10.3† — Zix Corporation 2001 Employee Stock Option Plan (Amended and Restated as of June 7, 2007). Filed as Exhibit 10.6 to Zix Corporation’s Current Report on Form 8-K, filed June 12, 2007, and incorporated herein by reference. 10.4† — Zix Corporation’s 2001 Stock Option Plan (Amended and Restated as of June 7, 2007). Filed as Exhibit 10.5 to Zix J Corporation’s Current Report on Form 8-K, filed June 12, 2007, and incorporated herein by reference. 10.5† — Zix Corporation’s 2003 New Employee Stock Option Plan (Amended and Restated as of June 7, 2007). Filed as Exhibit 10.4 to Zix Corporation’s Current Report on Form 8-K, filed June 12, 2007, and incorporated herein by reference. d 10.6† — Zix Corporation 2004 Stock Option Plan (Amended and Restated as of June 7, 2007). Filed as Exhibit 10.3 to Zix JJ Corporation’s Current Report on Form 8-K, filed June 12, 2007, and incorporated herein by reference. 10.7† — Zix Corporation 2004 Stock Option Plan (Amended and Restated as of May 25, 2005). Filed as Exhibit 10.1 to Zix Corporation’s Registration Statement on Form S-8 (Registration No. 333-126576), dated July 13, 2005, and incorporated herein by reference. 10.8† — Zix Corporation 2004 Directors’ Stock Option Plan, dated May 6, 2004. Filed as Exhibit 10.2 to Zix Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, and incorporated herein by reference. 10.9† — Zix Corporation 2006 Directors’ Stock Option Plan (Amended and Restated as of June 7, 2007). Filed as Exhibit 10.1 to Zix Corporation’s Current Report on Form 8-K, filed June 12, 2007, and incorporated herein by reference. 10.10† — Form of Stock Option Agreement (with no “change in control” provision) for Zix Corporation Stock Option Plans. Filed as Exhibit 10.2 to Zix Corporation’s Registration Statement on Form S-8 (Registration No. 333-126576), dated July 13, 2005, and incorporated herein by reference. 10.11† — Form of Stock Option Agreement (with “change in control” provision) for Zix Corporation Stock Option Plans. Filed as x Exhibit 10.3 to Zix Corporation’s Registration Statement on Form S-8 (Registration No. 333-126576), dated July 13, 2005, and incorporated herein by reference. 31 Exhibit Number Description 10.12† — Form of Stock Option Agreement (with “acceleration event” provision) for Zix Corporation Stock Option Plans and applicable to option agreements held by the Company’s chief executive officer and direct reports. Filed as Exhibit 10.17 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference. 10.13 — Zix Corporation 401(k) Retirement Plan. Filed as Exhibit 10.10 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, and incorporated herein by reference. 10.14 — Adoption Agreement relating to Zix Corporation 401(k) Retirement Plan. Filed as Exhibit 10.11 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, and incorporated herein by reference. 10.15† — Form of Zix Corporation Outside Director Stock Option Agreement. Filed as Exhibit 10.3 to Zix Corporation’s Quarterly ll uu Report on Form 10-Q for the quarterly period ended June 30, 2004, and incorporated herein by reference. 10.16† — Form of Zix Corporation Outside Director Stock Option Agreement. Filed as Exhibit 10.1 to Zix Corporation's Quarterly ll uu Report on Form 10-Q for the quarterly period ended June 30, 2010, and incorporated herein by reference. 10.17† — Form of Zix Corporation Employee Stock Option Agreement. Filed as Exhibit 10.2 to Zix Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, and incorporated herein by reference. uu 10.18† — Form of Director Indemnification Agreement. Filed as Exhibit 10.1 to Zix Corporation’s Quarterly Report on Form 10- Q for the quarterly period ended September 30, 2016, and incorporated herein by reference. 10.19† — Form of Executive Termination Benefits Agreement. Filed as Exhibit 10.1 to Zix Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, and incorporated herein by reference. 10.20† — Zix Corporation 2012 Incentive Plan. Filed as Appendix A of Schedule 14A on April 27, 2012, and incorporated herein by reference. 10.21† — Form of Executive Termination Benefits Agreement. Filed as Exhibit 10.1 to Zix Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, and incorporated herein by reference. 10.22 — Shareholder’s Agreement dated December 28, 2012, among Zix Corporation, and Rockall Emerging Markets Master Fund Limited, Meldrum Asset Management, LLC, Fulvio Dobrich, Con Egan, Conor O’Driscoll, Michael E. Dailey, and Mark J. Bonney. Filed as Exhibit 10.1 to Zix Corporation’s Current Report on Form 8-K dated December 31, 2012, and incorporated herein by reference. 10.23 — Form of Amended and Restated Employment Termination Benefits Agreement. Filed as Exhibit 10.1 to Zix Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, and incorporated herein by reference. 10.24† — Zix Corporation Amended and Restated 2012 Incentive Plan. Filed as Appendix A of Schedule 14A on May 13, 2015, and incorporated herein by reference. 10.25† — Letter Agreement Concerning Transition Matters, dated as of July 21, 2015, by and between Zix Corporation and Richard D. Spurr. Filed as exhibit 10.3 to Zix Corporation’s Quarterly report on Form 10-Q for the quarterly period ended June 30, 2015, and incorporated herein by reference. 10.26† — Second Amended and Restated Employment Termination Benefits Agreement, mm dated as of July 21, 2015, by and between Zix Corporation and Richard D. Spurr. Filed as Exhibit 10.4 to Zix Corporation’s Quarterly Report on Form 10- Q for the quarterly period ended June 30, 2015, and incorporated herein by reference. 10.27† — Amendment No. One to Zix Corporation Amended and Restated 2012 Incentive Plan. Filed as Exhibit 10.27 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated herein by reference. 10.28† — Amendment No. One to Zix Corporation Stock Option Agreement, dated as of January 18, 2016, f between Richard D. Spurr and Zix Corporation. Filed as Exhibit 10.28 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated herein by reference. 32 Exhibit Number Description 10.29† — Amendment No. One to Zix Corporation Employee Stock Option Agreement, dated as of January 18, 2016, between Richard D. Spurr and Zix Corporation. Filed as Exhibit 10.29 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated herein by reference. 10.30† — Amendment No. One to Zix Corporation Employee Stock Option Agreement, dated as of January 18, 2016, between Richard D. Spurr and Zix Corporation. Filed as Exhibit 10.30 to Zix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated herein by reference. 21.1 — Subsidiaries of Zix Corporation. Filed as Exhibit 21.1 to Zix Corporation's Annual Report on Form 10-K dated December 31, 2009, and incorporated herein by reference. 23.1* — Consent of Independent Registered Public Accounting Firm (Whitley Penn LLP). 31.1* — Certification of David J. Wagner, President and Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* — Certification of David E. Rockvam, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of the Company, pursuant to Section 302 of the Sarbanes n -Oxley Act of 2002. 32.1** — Certification of David J. Wagner and David E. Rockvam, pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.1* — 101. INS (XBRL Instance Document) 101. SCH (XBRL Taxonomy Extension Schema Document) 101. CAL (XBRL Calculation Linkbase Document) 101. LAB (XBRL Taxonomy Label Linkbase Document) 101. DEF (XBRL Taxonomy Linkbase Document) 101. PRE (XBRL Taxonomy Presentation Linkbase Document) Filed herewith. Furnished herewith. * ** † Management contract or compensatory plan or arrangement. 33 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, state of Texas, on March 6, 2017. SIGNATURES ZIX CORPORATION By: /s/ DAVID E. ROCKVAM David E. Rockvam Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 6, 2017. Signature Title /s/ DAVID J. WAGNER (David J. Wagner) /s/ DAVID E. ROCKVAM (David E. Rockvam) /s/ MARK J. BONNEY (Mark J. Bonney) /s/ TAHER A. ELGAMAL (Taher A. Elgamal) /s/ ROBERT C. HAUSMANN (Robert C. Hausmann) /s/ MARIBESS L. MILLER (Maribess L. Miller) /s/ RICHARD D. SPURR (Richard D. Spurr) Chief Executive Officer, President and Director (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Director Director Chairman, Director Director Director 34 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm .............................................................................................................. F-2 Consolidated Balance Sheets at December 31, 2016 and 2015 ......................................................................................................... F-3 Consolidated Statements of Income for the years ended December 31, 2016, 2015, and 2014 ......................................................... F-4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 2015, and 2014 ................................... F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014 .................................................. F-6 Notes to Consolidated Financial Statements ...................................................................................................................................... F-7 m REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Zix Corporation We have audited the accompanying consolidated balance sheets of Zix Corporation and subsidiaries (the “Company”), as of December 31, 2016 and 2015, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. a We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company, as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 6, 2017 expressed an unqualified opinion. /s/ WHITLEY PENN LLP Dallas, Texas March 6, 2017 F-2 ZIX CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share and par value data) Current assets: Receivables, net Prepaid and other current assets Total current assets Property and equipment, net Goodwill Deferred tax assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accrued expenses Deferred revenue Total current liabilities Long-term liabilities: Deferred rent Total long-term liabilities Total liabilities Commitments and contingencies (Note 13) Stockholders’ equity: ,000 shares authorized; none issued and outstanding Common stock, $0.01 par value, 175,000,000 shares authorized; 78,913,266 issued and 53,643,139 outstanding in 2016 and 77,852,453 issued and 56,546,879 outstanding in 2015 Additional paid-in capital Treasury stock, at cost; 25,270,127 common shares in 2016 and 21,305,574 common shares in 2015 Accumulated deficit Total stockholders’ equity Total liabilities and stockholders’ equity December 31, 2016 2015 26,457 $ 1,209 2,829 30,495 3,976 2,161 45,726 82,358 $ 355 $ 4,365 25,773 30,493 1,448 1,347 2,795 33,288 28,664 498 2,908 32,070 4,143 2,161 48,912 87,286 370 4,697 23,182 28,249 839 1,426 2,265 30,514 —— —— 769 374,386 (97,770) (228,315) 49,070 82,358 $ 767 372,400 (82,243) (234,152) 56,772 87,286 $ $ $ $ See notes to consolidated financial statements. F-3 ZIX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share data) Revenues Cost of revenue Gross margin Research and development expenses Selling, general and administrative expenses Operating income Other income (expense): Investment and other income Interest expense Total other income Income before income taxes Income tax expense Net income Basic income per common share Diluted income per common share Weighted average shares outstanding Basic common shares outstanding Diluted common shares outstanding 2016 Year Ended December 31, 2015 2014 $ $ $ $ 60,144 10,533 49,611 9,553 30,742 9,316 246 33 213 9,529 3,692 5,837 0.11 0.11 $ $ $ $ 54,713 9,593 45,120 8,317 28,887 7,916 244 —— 244 8,160 3,144 5,016 0.09 0.09 $ $ $ $ 50,347 8,324 42,023 9,051 26,222 6,750 183 —— 183 6,933 2,830 4,103 0.07 0.07 53,819,772 54,395,145 56,421,833 57,476,006 57,948,864 58,966,625 See notes to consolidated financial statements. F-4 ZIX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Stockholders’ Equity (In thousands, except share data) Issuance of common stock upon exercise of stock options Issuance of common stock upon vesting of restricted stock units Issuance of restricted common stock Employee stock-based compensation costs Treasury repurchase program Net income Balance, December 31, 2014 Issuance of common stock upon exercise of stock options Issuance of common stock upon vesting of restricted stock units Issuance of restricted common stock Employee stock-based compensation costs Treasury repurchase program Net income Balance, December 31, 2015 Issuance of common stock upon exercise of stock options Issuance of common stock upon vesting of restricted stock units Issuance of common stock upon vesting of performance stock units Issuance of restricted common stock Issuance of restricted performance common stock Employee stock-based compensation costs Treasury repurchase program Net income Balance, December 31, 2016 Common Stock Shares 74,417,946 $ Amount Treasury Stock 737 $ 359,154 $ (50,386) $ (243,271) $ Accumulated Deficit Additional Paid-In Capital Total Stockholders’ Equity 66,234 407,829 4 744 — — 748 52,000 140,000 —— — —— 75,017,775 —— — —— — —— 741 —— — 1,681 — —— — — — (257) (16,239 ) — — —— — —— — 4,103 361,579 (66,882 ) (239,168) —— — 1,424 (16,239) 4,103 56,270 2,668,928 26 8,648 — — —— 8,674 65,750 100,000 — —— — — —— — —— — — —— 2,173 —— — 77,852,453 767 372,400 — — — (361 ) (15,000) — (82,243) — —— — —— 5,016 (234,152) — —— 1,812 (15,000) 5,016 56,772 123,760 2 203 — — 205 179,914 —— —— — — —— —— 97,428 518,211 141,500 —— — —— — —— — —— — —— — —— — 1,783 — —— — — — — (527) (15,000 ) — — — —— — —— — 5,837 78,913,266 $ 769 $ 374,386 $ (97,770 ) $ (228,315) $ — —— — 1,256 (15,000) 5,837 49,070 See notes to consolidated financial statements. F-5 ZIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Operating activities: Net income Non-cash items in net income: Depreciation and amortization Employee stock-based compensation expense Changes in deferred taxes Changes in operating assets and liabilities: Receivables Prepaid and other assets Accounts payable Deferred revenue Accrued and other liabilities Net cash provided by operating activities Investing activities: Purchases of property and equipment Net cash used in investing activities Financing activities: Proceeds from exercise of stock options Treasury stock Net cash used in financing activities (Decrease) increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year 2016 Year Ended December 31, 2015 2014 $ 5,837 $ 5,016 $ 2,303 1,783 3,186 (711) 79 (15) 3,200 (411) 15,251 (2,136) (2,136) 205 (15,527) (15,322) (2,207) 28,664 26,457 $ 2,152 2,173 2,743 954 (536) (81) 1,536 1,660 15,617 (1,951) (1,951) 8,674 (15,361) (6,687) 6,979 21,685 28,664 $ $ 4,103 1,623 1,681 2,398 872 (334) (1) 2,127 848 13,317 (3,402) (3,402) 748 (16,496) (15,748) (5,833) 27,518 21,685 See notes to consolidated financial statements. F-6 ZIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Company Overview Zix Corporation (“Zix,” the “Company,” “we,” “our,” “us”) provides email encryption, data loss prevention (“DLP”) and Bring- Your-Own-Device (“BYOD”) solutions to meet the data protection and compliance needs of organizations primarily in the healthcare, financial services, and government sectors. 2. Summary of Significant Accounting Policies Basis of Presentation — The accompanying consolidated financial statements include the accounts of all our wholly-owned subsidiaries and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the d reported amounts of revenue and expenses during the reported period. Our significant estimates include primarily those required in the valuation or impairment analysis of goodwill, property and equipment, revenue recognition, allowances for doubtful accounts, stock- based compensation, litigation accruals, valuation allowances for deferred tax assets and tax accruals. Although we believe that adequate accruals have been made for unsettled issues, additional gains or losses could occur in future years from resolutions of outstanding matters. Actual results could differ materially from original estimates. Cash Equivalents — Cash investments with maturities of three months or less when purchased are considered cash equivalents. Fair Value of Financial Instruments —The Company does not measure the fair value of any financial instrument other than cash equivalents, options, and other equity awards. The carrying values of other financial instruments (receivables and accounts payable) are not recorded at fair value but approximate fair values primarily due to their short-term nature. The carrying values of oth assets and accrued expenses are also not recorded at fair value, but approximate fair values primarily due to their short-term nature. er current u Valuation of Property and Equipment — The accounting policies and estimates relating to property and equipment are d considered significant because of the potential impact that impairment, obsolescence, or change in an asset’s useful life could have on the Company’s operating results. t We record an impairment charge on the assets to be held and used when we determine based upon certain triggering events that the carrying value of property and equipment may not be recoverable based on expected undiscounted cash flows attributable to such assets. The amount of a potential impairment is determined by comparing the carrying amount of the asset to either the value determined from a projected discounted cash flow method, using a discount rate that is considered to be commensurate with the risk inherent in the Company’s current business model or the estimated fair market value. Assumptions are made with respect to future net cash flows expected to be generated by the related asset. An impairment charge would be recorded for an amount by which the mm carrying value of the asset exceeded the discounted projected net cash flows or estimated fair market value. Also, even where a current a impairment charge is not necessary, the remaining useful lives are evaluated. No impairment was recorded for any of the periods presented. Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: computer and office equipment and software — three years; leasehold improvements — the shorter of five years or the lease term; and furniture and fixtures — five years. ff Goodwill — We account for the valuation of goodwill and other intangibl l e assets after classifying intangible assets into three categories: (1) intangible assets with finite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with finite lives, tests for impairment must be performed if conditions e xist that mm indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, tests for impairment must be performed at least annually or more frequently if events or circumstances indicate that assets might be impaired. u r Goodwill was $2.2 million, or 3% and 2% of total assets for the years ended December 31, 2016 and 2015, respectively. F-7 Our goodwill is not being amortized, but we do evaluate the goodwill for impairment annually in the fourth quarter, or when there is reason to believe that the value has been diminished or impaired. Evaluations for possible impairment are based upon a rr comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned, versus the sum of the carrying value of the assets and liabilities of that unit including the assigned goodwill value. We include our entire Company as the reporting unit. The fair values used in this evaluation are estimated based on the Company’s market capitalization, which is based on the outstanding stock and market price of the stock. Impairment is deemed to exist if the net book value of the unit exceeds its estimated fair value. No impairment was recorded for any of the periods presented. Deferred Tax Assets — Deferred tax assets are recognized if it is “more likely than not” that the benefit of the deferred tax asset ff will be realized on future federal or state income tax returns. At December 31, 2016, we provided a valuation allowance against a significant portion, $46.0 million, of our accumulated U.S. deferred tax assets, reflecting our historical losses and the uncertainty of future taxable income sufficient to utilize net operating loss carryforwards prior to their expiration. Our total deferred tax asset not subject to a valuation allowance is valued at $45.7 million, and consists of $39.0 million for federal net operating loss carryforwards, $3.7 million relating to temporary timing differences between U.S. GAAP and tax-related expense, $1.7 million relating to U.S. state income tax credits and $1.3 million related to Alternative Minimum Tax credits. If U.S. taxable income increases from its current level in a future period or if the facts and circumstances on which our estimates and assumptions are based were to change, thereby impacting the likelihood of realizing the deferred tax assets, judgment would have to be applied in determining the amount of valuation allowance no longer required. Reversal of all or a part of this valuation allowance could have a significant positive impact on operating results in the period that it becomes more likely than not that certain of the Company’s deferred tax assets will be realized. Alternatively, should our future income decrease from current levels, a resulting increase to all or a part of this valuation allowance could also have a significant negative impact on our operating results. rr t Uncertain Tax Positions — Our Company recognizes and measures uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The second aa Leases — A leased asset whose lease terms meet the criteria for capitalization is recorded as an asset and depreciated. If a lease does not meet the criteria for capitalization, it is classified as an operating lease and payments are recorded as rent expense. For 2016 and 2015 we had no leases that qualified as capital leases. Lease renewal options which we are “reasonably assured” of using and the related payments are taken into account when initially classifying and recording the lease as a capital lease obligation or as straight- line rent if an operating lease. Funds provided by the lessor for leasehold improvements are recorded as a deferred lease incentive and amortized as a reduction of rent expense over the lease term. Revenue Recognition — We develop, market and support applications that connect, protect and deliver information in a secure t manner. We generate our sales through both a direct sales team and, increasingly, through our channel partners. We derive our revenue from subscription fees for rights related to the use of our software. Software subscription terms typically range from three years. yy one to Revenue is recognized when all of the following criteria have been met: (cid:120) (cid:120) (cid:120) (cid:120) persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collectability is probable. We record our revenue net of any value added or sales tax. Discounts provided to customers are recorded as reductions in revenue. We have determined that substantially all of our revenue arrangements are in the scope of the software revenue recognition tt rules. Multiple elements in our software arrangements are sold as a single unit consisting of the following elements: (i) subscription licensed software delivered to the customer’s site, (ii) ongoing customer support and (iii) access to our hosted encryption network (Zix encryption network) during the term of the agreement. tt (i) Software at the customer site performs critical functions of the email encryption process and is the predominant element in our arrangements. Actions performed by the software at the customer site include identifying when encryption is needed through the use of filters and lexicons, determining the best method of delivery (“BMOD”) by examining secure connection options and selecting the BMOD. BMOD is a key marketing differentiator for us and is defined as the most aa F-8 secure and easiest method to deliver encrypted email. Customers can install the software on their own hardware or we can deliver hardware that we own to the customer site. In recent years more customers have opted to have the software installed on their own hardware, and as a result the number of Zix supplied hardware devices has declined. Any hardware provided as part of our services primarily included manufacturer provided warranty provisions. We recorded no warranty expense in any of the presented periods. (ii) Customer support includes unspecified software upgrades, updates and bug fixes and access to live technical support technicians and on-line knowledge resources. (iii) The Zix encryption network includes access to our central network which facilitates transparent encrypted email exchange among all of our customers by providing public encryption keys (asymmetrical encryption requires two keys- a public key provided by the central network and a private key generated by the software at the customer site). The delivered software element is essential to the functionality and utility of this central network. The network also enables our customers to send encrypted emails to non-Zix customer recipients through a portal. Approximately 9% of our revenue in 2016 was derived from hosted email encryption solutions. We apply general revenue recognition guidance to these hosted arrangements. In all revenue arrangements we cannot determine vendor specific objective evidence (VSOE) and we cannot establish separate undled and sold as one unit. All revenue arrangements are units of accounting for the multiple elements of our arrangements that are b sales of subscription based (i.e. time-based) licenses. We defer revenue until the software is delivered and the service is deployed. Upon deployment, we commence revenue recognition and revenue is recognized ratably over the subscription period generally ranging from one to three years. f Software Development Costs —Costs incurred in the development and testing of subscription software products related to research, project planning, training, maintenance and general and administrative activities, and overhead costs are expensed as incurred. The costs of relatively minor upgrades and enhancements to the software are also expensed as incurred. Costs for the development of new software solutions and substantial enhancements to existing softwa re solutions are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. No research and development costs have been capitalized because we believe that technological feasibility is established concurrent with general release to customers. aa Research and development costs associated with software developed for internal use on behalf of our customers are capitalized. To date, capitalized costs for software developed for internal use on behalf of our customers were not material. Advertising Expense — Advertising costs are expensed as incurred. Our operations include advertising expense of $1.9 million, $2.1 million, and $2.9 million in 2016, 2015, and 2014, respectively. Stock-Based Compensation — We currently use the straight-line amortization method for recognizing stock option and restricted stock compensation costs. The measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors are based on the estimated fair value of the awards on the grant dates. The grant date fair value is estimated using either an option-pricing model which is consistent with the terms of the award or a market observed price, if such a price exists. Such cost is recognized over the period during which an employee or director is required to provide service in exchange for the award, i.e., “the requisite service period” (which is usually the vesting period). We also estimate the number of instruments that will ultimately be earned, rather than accounting for forfeitures as they occur. rr Earnings Per Share (“EPS”) — Basic EPS is based on the weighted average number of common shares outstanding during each period. Diluted EPS adjusts Basic EPS for the effects of dilutive common stock equivalents outstanding during each period using the treasury stock method. New Accounting Standards Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU t 2014-09), which supersedes most current revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, F-9 in doing so, more judgment and estimates may be required within the revenue recognitio U.S. GAAP. y n process than are required under existing The standard is effective for us beginning 2018, and requires using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certa expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We have begun an assessment of the guidance and expect our revenue to remain primarily unchanged. We are additionally analyzing the effect of the new guidance on the timing of our recognition of the incremental costs of obtaining contracts. Accordingly, we are still evaluating the impact of our pending adoption of ASU 2014-0 our consolidated financial statements and we have not yet determined the method by which we will adopt the standard. rr t 9 on in practical Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842), which introduces a lessee model that brings most leases onto the balance sheet. The new ASU eliminates the requirement in U.S. GAAP that entities use bright- line tests in determining lease classifications and requires lessors to provide additional transparency into their exposure to the changes in value of their residual assets and how they manage that exposure. The standard is effective for us beginning 2019. We expect the valuation of the right of use assets and lease liabilities to be the present value of our forecasted future lease commitments and are assessing the discount rate to be applied in these valuations. We are currently evaluating the potential impact of this new guidance on our consolidated financial statements. aa Accounting for Share-Based Payments In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), which simplifies several aspects of the accounting for employees of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company currently has been tracking $3.6 million of excess tax benefits that were not previously recognized, as required by existing GAAP, because the related tax deduction did not reduce current taxes payable. Upon adoption of the new standard beginn in year 2017, these benefits will be recorded on a modified retrospective bases through a cumulative-effect adjustment to retained earnings. A valuation allowance will also be recognized as a part of the cumulative-effect adjustment to retained earnings. uu ing 3. Stock Options and Stock-based Employee Compensation Below is a summary of common stock options outstanding at December 31, 2016: Authorized Shares Options Outstanding Options Vested Available for Grant Employee and Director Stock Option Plans: 2001 Stock Option Plan 2001 Employee Stock Option Plan 2004 Stock Option Plan 2006 Director’s Stock Option Plan 2012 Incentive Plan Total 2,525,000 300,000 5,000,000 1,100,000 6,300,000 15,225,000 11,400 4,020 11,400 4,020 1,116,234 1,116,234 169,500 384,578 1,960,279 1,685,732 169,500 659,125 —— —— —— —— 2,325,491 2,325,491 Under all of our stock option plans, new shares are issued when options are exercised. Employee and Director Stock Option Plans We have non-qualified stock options outstanding to employees and directors under various stock option plans. The plans require the exercise price of options granted under these plans to equal or exceed the fair market value of the Company’s common stock on the date of grant. The options, subject to termination of employment, generally expire ten years from the date of grant. Historically, our employee options typically vested pro-rata and quarterly over three years. Option grants to employees, officers and directors frequently contain accelerated vesting provisions upon the occurrence of a change of control, as defined in the applicable option agreements. F-10 Under the terms of the 2012 Incentive Plan adopted by the Company’s Board of Directors on April 13, 2012 (the “2012 Plan”), 2,700,000 shares are available for issuance, plus a number of additional shares (not to exceed 1,327,000) underlying options outstanding under certain of the Company’s prior equity plans that thereafter terminate or expire unexercised, or are cancelled, forfeited, or lapse for any reason. Our shareholders approved an Amended and Restated 2012 Incentive Plan during our annual meeting held June 24, 2015, increasing the number of shares available for grant by 3,600,000. Awards issued under the 2012 Plan typically vest pro-rata and quarterly over four years. Accounting Treatment d We use the straight-line amortization method for recognizing stock option compensation costs. Our share-based awards include (i) stock options, (ii) restricted stock awards, some of which are subject to time-based vesting (“Restricted Stock”) and some of which are subject to performance-based vesting (“Performance Stock”), and (iii) restricted stock units, some of which are subject to time- based vesting (“RSUs”) and some of which are subject to performance-based vesting (“Performance RSUs”). For the twelve months ended December 31, 2016, 2015, and 2014, respectively, the total stock-based compensation expense resulting from stock options, Restricted Stock, RSUs, Performance RSUs, and Performance Stock was recorded to the following line items of our consolidated statements of income: (In thousands) Cost of revenue Research and development expenses Selling, general and administrative expenses Stock-based compensation expense Year Ended December 31, 2015 2014 2016 $ $ 186 246 1,351 1,783 $ $ 182 $ 242 1,749 2,173 $ 180 237 1,264 1,681 Our 2016 stock-based compensation expense includes $280 thousand related to the accelerated vesting of awards related to our CFO transition. Our 2015 stock-based compensation expense includes $540 thousand related to the accelerated vesting of awards related to our CEO transition. A deferred tax asset of $506 thousand, $625 thousand, and $462 thousand, resulting from stock-based compensation expense associated with awards relating to the Company’s U.S. operations, was recorded for the twelve months ended December 31, 2016, 2015, and 2014, respectively. As of December 31, 2016, there was $3.3 million of total unrecognized stock-based compensation related to non-vested share-based compensation awards granted under the stock option plans. This cost is expected to be recognized over a weighted average period of 1.7 years. We use the Black-Scholes Option Pricing Model (“BSOPM”) to determine the fair value of option grants. On January 1, 2006, we elected to use the “simplified” method to calculate the estimated life of options granted to employees. The Company continued to use the “simplified” method for all options granted through 2013. The Company elected to use the “historical” method to calculate the estimated life of any options that may be granted beginning 2014. The expected stock price volatility was calculated by averaging the historical volatility of the Company’s common stock over a term equal to the expected life of the options. We granted 373,187 options in 2016. No options were granted in 2014 or 2015. aa The following weighted average assumptions were applied in determining the fair value of options granted during the respective periods: Risk-free interest rate Expected option life (years) Expected stock price volatility Expected dividend yield Fair value of options granted Year Ended December 31, 2015 2016 2014 1.21% 5.3 44% —— 1.51 $ —— —— —— —— —— —— —— —— —— —— The assumptions used in the BSOPM valuation are critical as a change in any given factor could have a material impact on the financial results of the Company. The weighted average grant-date fair value of awards of restricted stock and restricted stock units is based on quoted market price of the Company’s common stock on the date of grant. k F-11 Stock Option Activity There were 123,760 stock options exercised for the twelve months ended December 31, 2016. As a result of these stock option exercises, there was $55 thousand in excess tax benefits recorded in 2016. For the comparative period in 2015, there were 2,668,928 stock option exercises, resulting in a $19 thousand excess tax benefit. In the twelve months ended December 31, 2014, 407,829 stock t options were exercised, resulting in a $99 thousand excess tax benefit. The following is a summary of all stock option transactions for the three years ended December 31, 2016: Outstanding at January 1, 2014 Granted at market price Cancelled or expired Exercised Outstanding at December 31, 2014 Cancelled or expired Exercised Outstanding at December 31, 2015 Cancelled or expired Exercised Outstanding at December 31, 2016 Options exercisable at December 31, 2016 Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Yrs) 4.50 — — 7.71 1.83 3.42 — — 4.69 3.25 3.65 3.70 3.95 1.66 3.78 3.79 3.90 3.03 Shares 6,748,374 $ —— $ (1,850,036) $ (407,829) $ 4,490,509 $ —— (47,029) $ (2,668,928) $ $ 1,774,552 373,187 $ (63,700) $ (123,760) $ $ 1,960,279 1,685,732 $ At December 31, 2016, all 1,960,279 options outstanding and all 1,685,732 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.3 million and $1.9 million, respectively. At December 31, 2015, all 1,774,552 options outstanding and all 1,636,238 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.5 million and $2.2 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016 and 2015, was $290 thousand and $4.4 million, respectively. Summarized information about stock options outstanding at December 31, 2016, is as follows: Range of Exercise Prices $1.11 - $1.99 $2.00 - $3.49 $3.50 - $4.99 Number Outstanding 102,834 522,938 1,334,507 1,960,279 Options Outstanding Weighted Average Remaining Contractual Life 2.27 4.51 3.53 3.73 Options Exercisable Weighted Average Number Exercisable Exercise Price 102,834 1.43 $ 2.59 $ 522,938 4.43 1,059,960 $ 3.78 1,685,732 $ Weighted Average Exercise Price 1.43 $ 2.59 $ 4.61 $ 3.79 $ There were 1,636,238 and 4,135,731 exercisable options at December 31, 2015 and 2014, respectively. F-12 Restricted Stock Activity The following is a summary of all Restricted Stock activity during the three years ended December 31, 2016: Non-vested restricted stock at January 1, 2014 Granted at market price Vested Cancelled Non-vested restricted stock at December 31, 2014 Granted at market price Vested Cancelled Non-vested restricted stock at December 31, 2015 Granted at market price Vested Cancelled Non-vested restricted stock at December 31, 2016 Restricted Shares 648,250 $ 140,000 $ (184,000) $ —— 604,250 $ 100,000 $ (240,750) $ (40,250) $ $ 423,250 573,461 $ (292,469) $ (15,000) $ 689,242 $ Weighted Average Fair Value 3.06 4.66 2.99 —— 3.45 5.18 3.35 3.57 3.91 3.75 3.50 4.11 3.94 As a result of vesting Restricted Stock $59 thousand, $84 thousand, and $69 thousand in excess tax benefits were recorded in 2016, 2015, and 2014, respectively. Restricted Stock Unit Activity The following is a summary of all RSU activity during the three years ended December 31, 2016: Non-vested restricted stock units at January 1, 2014 Granted at market price Vested Cancelled Non-vested restricted stock units at December 31, 2014 Granted at market price Vested Cancelled Non-vested restricted stock units at December 31, 2015 Granted at market price Vested Cancelled Non-vested restricted stock units at December 31, 2016 Restricted Stock Units Weighted Average Fair Value 179,750 $ 55,000 $ (52,000) $ —— 182,750 $ 215,000 $ (65,750) $ (32,500) $ 299,500 $ 38,500 $ (179,914) $ —— 158,086 $ 3.00 4.66 2.93 —— 3.52 3.88 3.29 3.88 3.79 3.74 3.66 —— 3.92 As a result of these vesting RSU’s $8 thousand in excess tax benefits was recorded in 2016. No excess tax benefits resulted fro ff m the vesting of RSU’s in 2015 or 2014. F-13 Performance RSU Activity The following is a summary of all Performance RSU activity during the three years ended December 31, 2016: Non-vested performance RSUs at January 1, 2014 Granted at market price Vested Forfeited Non-vested performance RSUs at December 31, 2014 Granted at market price Vested Forfeited Non-vested performance RSUs at December 31, 2015 Granted at market price Vested Forfeited Non-vested performance RSUs at December 31, 2016 Restricted Stock Units Weighted Average Fair Value —— 100,000 $ —— (100,000) $ —— 215,000 $ —— (32,500) $ 182,500 $ 22,500 $ (97,428) $ (16,741) $ 90,831 $ ——— 4.66 ——— 4.66 ——— 3.88 ——— 3.88 3.88 3.61 3.88 3.88 3.81 As a result of these vesting performance RSU’s $15 thousand in excess tax benefits was recorded in 2016. aa Performance Stock Activity The following is a summary of all Performance Stock activity during the one year ended December 31, 2016: Non-vested performance stock at January 1, 2016 Granted at market price Vested Forfeited Non-vested performance stock at December 31, 2016 Restricted Stock Units Weighted Average Fair Value —— 141,500 $ (20,000) $ —— $ 121,500 ——— 3.61 3.61 ——— 3.61 As a result of these vesting Performance Stock $5 thousand in excess tax benefits was recorded in 2016. The weighted average grant-date fair value of awards of Restricted Stock, RSUs, Performance RSU’s, and Performance Stock is based on the quoted market price of the Company’s common stock on the date of grant. 4. Supplemental Cash Flow Information Supplemental information relating to taxes and noncash activities: (In thousands) Interest payments Income tax payments 2016 Year Ended December 31, 2015 2014 $ $ 33 $ 670 $ — — $ 332 $ —— 426 F-14 5. Receivables, net (In thousands) Gross accounts receivables Allowance for returns and doubtful accounts Unpaid portion of deferred revenue Note receivable Allowance for note receivable Receivables, net December 31, 2016 2015 8,417 (91) (7,117) 458 (458) 1,209 $ $ 7,882 (59) (7,325) 458 (458) 498 $ $ The allowance for doubtful accounts includes all specific accounts receivable which we believe are likely not collectable based on known information. In addition, we record 2.5% of all accounts receivable greater than 90 days past due, net of those accounts specifically reserved, as a general allowance against accounts that could po tentially become uncollectible. t The reduction for deferred revenue represents future customer service or maintenance obligations which have been billed to customers, but remain unpaid as of the respective balance sheet dates. Deferred revenue on our consolidated balance sheets represents future customer service or maintenance obligations which have been billed and collected as of the respective balance sheet dates. The note receivable represents the remaining outstanding balance of an original note related to the sale of a product line in 2005 in the amount of $540 thousand. This was fully reserved at the time of the sale as the note’s collectability was not assured. The note receivable is fully reserved at December 31, 2016 and 2015. 6. Prepaid and other current assets (In thousands) other Deferred commissions Tax-related Prepaid and other current assets 7. Property and Equipment (In thousands) Leasehold improvements Furniture and fixtures Less accumulated depreciation and amortization Total Property and equipment, net December 31, 2016 2015 2,381 $ 435 13 2,829 $ 2,596 364 (52) 2,908 December 31, 2016 2015 $ 24,303 6,733 2,011 33,047 (29,071) $ 3,976 23,797 6,663 1,969 32,429 (28,286) 4,143 $ $ $ $ Our operations include depreciation and amortization expense related to property and equipment of $2.3 million, $2.2 million, tt and $1.6 million in 2016, 2015, and 2014, respectfully. 8. Goodwill At December 31, 2016 and 2015, we had goodwill totaling $2.2 million. We evaluate goodwill for impairment annually in the fourth quarter, or when there is reason to believe that the value has been diminished or impaired. There were no impairment indicators to the goodwill recorded as of December 31, 2016. F-15 9. Accrued Expenses (In thousands) Professional fees Taxes Other Total accrued expenses December 31, 2016 2015 2,739 $ 405 434 787 4,365 $ 3,028 467 399 803 4,697 $ $ 10. Fair Value Measurements FASB guidance regarding fair value measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. r 11. Earnings Per Share and Potential Dilution Basic earnings per share are computed using the weighted average number of common shares outstanding for the period. The dilutive effect of potential common shares outstanding is included in diluted earnings per share. The computations for basic and diluted earnings per share for the years ended December 31, 2016, 2015, and 2014, are as follows: Basic weighted average shares Effect of dilutive securities: Employee and director stock options Restricted Stock RSUs Performance RSUs Performance Stock Potential dilutive common shares 2016 53,819,772 Year Ended December 31, 2015 (cid:3) 56,421,833 2014 57,948,864 317,329 149,817 63,484 24,449 20,294 54,395,145 741,002 172,126 100,353 40,692 —— 57,476,006 782,659 181,219 53,832 51 —— 58,966,625 For the years ended December 31, 2016, 2015, and 2014, weighted average shares related to certain stock options of 1,079,474; 1,005,328; and 3,240,594, respectively, were excluded from the calculation of diluted earnings per share because the stock options were anti-dilutive. Anti-dilutive Restricted Stock, RSUs, and Performance RSUs, and Performance Stock of 109,293; 20,600; 886; 5,572, respectively, were also excluded from the calculation for the year ended December 31, 2016. Anti-dilutive Restricted Stock, RSUs, and Performance RSUs of 56,542; 33,512; and 24,486; respectively, were also excluded from the calculation for the year ended December 31, 2015. Anti-dilutive restricted stock, RSUs, and Performance RSUs of 147,292; 50,833; and 33,333, respectively, were excluded from the calculation for the year ended December 31, 2014. and d 12. Significant Customers In 2016, 2015, and 2014, no single customer accounted for 10% or more of our revenues. 13. Commitments and Contingencies Leases We lease office facilities under non-cancelable operating lease agreements. Our operations include rent expense for these operating leases of $1.4 million in each of 2016, 2015 and 2014. The lease of our headquarters facility in Dallas expires in 2024. F-16 A summary of our fixed contractual obligations and commitments at December 31, 2016, is as follows: (In thousands) Operating leases 2017 2018 2019 2020 2021 $ 1,448 $ 1,234 $ 1,153 $ 1,035 $ Thereafter 3,066 1,060 $ Total $ 8,996 We are subject to legal proceedings, claims, and litigation against our business. While the outcome of these matters is currently not determinable and the costs and expenses of defending these matters may be significant, we currently do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial statements. aa 14. Income Taxes Components of the income taxes are as follows: (In thousands) Current: U.S. State Foreign Deferred Federal Foreign Income tax expense 2016 2015 2014 $ $ 100 $ 329 75 3,185 3 3,692 $ 58 $ 196 146 2,744 ——— 3,144 $ 67 240 125 2,396 2 2,830 A reconciliation of the expected U.S. tax expense (benefit) to income taxes is as follows: (In thousands) Expected tax (benefit) expense at U.S. statutory rate Nondeductible expense and nontaxable income State income taxes Foreign income taxes Other Income tax expense (benefit) 2016 2015 2014 3,250 114 217 78 33 3,692 $ $ 2,775 $ 133 129 146 (39) 3,144 $ 2,357 127 224 127 (5) 2,830 $ $ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of our U.S. deferred income taxes as of December 31, 2016 and 2015 are as follows: (In thousands) Deferred tax assets: Reserves- Other U.S. net operating loss carryforwards State net operating loss carryforwards Tax credit carryforwards Stock-based compensation Intangible assets Depreciable assets Other assets Total deferred tax assets Deferred tax liabilities: Prepaid expenses Total deferred tax assets Less valuation allowance Net deferred tax assets F-17 2016 2015 157 $ 81,791 268 6,029 1,536 180 1,422 1,065 92,448 156 84,591 281 6,030 1,767 98 1,518 1,272 95,713 (696) 91,752 (46,028) 45,724 $ (671) 95,042 (46,134) 48,908 $ $ The Company has partially reserved its U.S. net deferred tax assets in 2016 and 2015 due to the uncertainty of future taxable income. The Company has U.S. net operating loss carryforwards of approximately $241 million which begin to expire in 2020. The perating Company has state credits that net of federal tax expense total $1.7 million which can be utilized through 2027 and state net o losses that have various expiration dates. The Company also has tax credit carryforwards of approximately $4.3 million consisting of business tax credits which begin to expire in 2017 and alternative minimum tax credits which do not expire. d We have determined that utilization of existing net operating losses against future taxable income is not limited 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 any future taxable income. The Company or one of our subsidiaries files income tax returns in the U.S. federal jurisdiction and various states and in the Canadian federal and provincial jurisdictions. We have not taken a tax position that, if challenged, would have a material effect on the financial statements or the effective tax rate for the twelve-months ended December 31, 2016, or during the prior three years. We have determined it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease wit tt hin the next twelve months. We are currently subject to a three-year statute of limitations by major tax jurisdictions. aa 15. Employee Benefit Plan 401(k) Plan — We have a retirement savings plan structured under Section 401(k) of the Internal Revenue Code covering substantially all of our U.S. employees. Under the plan, contributions are voluntarily made by employees, and we may provide contributions based on the employees’ contributions. Our operating income includes $448 thousand, $389 thousand, and $354 tt thousand, in 2016, 2015, and 2014, respectively, for net contributions from operations to this plan. 16. Zix Repurchase Program During the year ended December 31, 2016, the Company repurchased 3,830,352 shares at an aggregate cost of $15.0 million. This completed the $15 million share repurchase authorized by our board of directors in January 2016. During the year ended December 31, 2015, the Company repurchased 3,185,340 shares at an aggregate cost of $15.0 million. This completed the $15 million share repurchase authorized by our board of directors in May 2015. On May 11, 2015, the board of r directors also approved the termination of the $10 million share repurchase program announced in January 2015. No shares were repurchased under that program. During the year ended December 31, 2014, we repurchased a total of 4,070,195 shares at an aggregate cost of $16.2 million, as authorized by our board of directors under a $15 million share repurchase program announced November 2013, and a $10 million repurchase program announced July 2014. The 2014 repurchase activity completed both programs. F-18 17. Quarterly Results of Operations (Unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015: (In thousands except per share data) 2016 Revenues Gross margin Net income Basic net income per common share* Diluted net income per common share* 2015 Gross margin Net income Basic net income per common share* Diluted net income per common share* March 31 June 30 September 30 December 31 Quarter Ended $ $ $ $ 14,328 11,791 1,570 0.03 0.03 13,073 10,860 1,176 0.02 0.02 14,930 $ 12,295 559 0.01 0.01 13,302 $ 10,873 1,115 0.02 0.02 15,308 $ 12,656 1,769 0.03 0.03 14,011 $ 11,582 1,927 0.03 0.03 15,578 12,869 1,939 0.04 0.04 14,327 11,805 798 0.01 0.01 * Net income per share is calculated independently for each quarter. The sum of Net income per share for each quarter may not equal the total Net income per share for the year due to rounding differences. F-19 Zix Corporation Corporate Information* Board of Directors Robert C. Hausmann Chairman of the Board Mark J. Bonney President and Chief Executive Officer, MRV Communications, Inc. Taher A. Elgamal Chief Technology Officer of Security, Salesforce.com Inc. Stock Listing The NASDAQ Global Market Symbol: ZIXI Investor Relations Zix Corporation 2711 N. Haskell Avenue Suite 2200, LB 36 Dallas, TX 75204-2960 Tel: (214) 515-7357 Fax: (214) 370-2295 Email: invest@zixcorp.com Maribess L. Miller Consultant Richard D. Spurr Retired CEO David J. Wagner Chief Executive Officer Executive Officers David J. Wagner Chief Executive Officer Justin K. Ferguson Vice President, General Counsel, Corporate Secretary Kelly P. Haggerty Vice President, Product Management and Strategy David J. Robertson Vice President, Engineering David E. Rockvam Vice President, Chief Financial Officer Corporate Headquarters Zix Corporation 2711 N. Haskell Avenue Suite 2200, LB 36 Dallas, TX 75204-2960 Tel: (214) 370-2000 Fax: (214) 370-2070 * Information current as of April 27, 2017. Shareholder Services Visit our Web site: investor.zixcorp.com where you may request an investor packet, listen to quarterly conference calls, access recent SEC filings, learn about upcoming investor events, and sign up for email alerts. Stock Transfer Agent and Registrar Computershare Trust Company, N.A. 211 Quality Circle, Suite 210 College Station, TX 77845 Tel: (877) 373-6374 Auditors Whitley Penn LLP Dallas, Texas Form 10-K Additional copies of the Company’s Annual Report on Form 10-K (including exhibits) to the Securities and Exchange Commission for the year ended December 31, 2016, are available without charge at www.zixcorp.com/investors or upon written request by email to invest@zixcorp.com or from Zix Investor Relations at 2711 N. Haskell Ave., Suite 2200, LB 36, Dallas, Texas 75204. 

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