Rapid7, Inc. (NASDAQ: RPD), a leading provider of security data and analytics solutions, today announced it has acquired RevelOps, Inc. d/b/a Logentries (Logentries), a leading provider of machine data search technology. With the addition of Logentries’ world class, cloud-based log management and search, Rapid7 will enable information security teams to solve a full range of security challenges, deeply investigate incidents, and more efficiently achieve their compliance requirements. Rapid7 acquired Logentries for an aggregate purchase price of approximately $68 million, consisting of approximately $36 million in cash and $32 million in Rapid7 equity.
“We’re thrilled to add Logentries’ technology and team to Rapid7. The disruptive combination of Rapid7’s industry-leading data collection and security analytics and Logentries’ compelling machine data search technology, enables customers to better understand and quickly respond to risk in their IT environment,” said Corey Thomas, president and chief executive officer of Rapid7. “This is a natural progression of our security data and analytics platform, complementing our value proposition and accelerating our time to market.”
Customers need solutions that can quickly cut through the noise to deliver valuable information about activity in their IT environment. Today, Rapid7 offers one of the broadest and deepest collections of data, from the endpoint to the cloud. With this robust data collection and packaged analytics, Rapid7 enables security teams to quickly and accurately assess and act to reduce risk, identify and respond to threat actors on the network, and consistently improve their security posture.
Logentries’ innovative technology provides a powerful cloud-based solution for searching, visualizing, and analyzing machine data and logs. Built-in tagging, alerting, and reporting make it easy for customers to maintain a proactive view of their environment and identify anomalous events. Logentries’ scalable, cost-effective architecture enables users to store and search structured, semi-structured, and unstructured data in real time – in some cases five-to-ten times faster than competing solutions – and at a lower cost.
The acquisition of Logentries accelerates Rapid7’s product roadmap, adding machine data search, forensics, and compliance capabilities that complement and build upon Rapid7’s core technology leadership and market strengths around threat exposure management, and incident detection, investigation, and analytics.
Andrew Burton, chief executive officer of Logentries commented, “Rapid7’s leading position in the security data and analytics market gives us the opportunity to reach an evolving and expanding market that is looking for lower cost access to machine data, along with advanced security data collection and analytics.”
Logentries is headquartered in Boston, Massachusetts, with a talented research and development team based in Dublin, Ireland. Logentries serves more than 3,000 customers in over 65 countries across a diverse set of industries. Logentries has approximately 70 employees, nearly all of whom joined Rapid7, including all of the engineering and development professionals in Dublin. Rapid7 will continue to build this team and invest in its presence in Ireland.
Acquisition Details and Financial Impact
The acquisition of Logentries was completed on October 13, 2015 for an aggregate purchase price of approximately $68 million, consisting of approximately $36 million in cash from Rapid7’s balance sheet, the issuance of approximately 1.3 million unregistered shares of Rapid7 common stock, and the assumption of vested options, which became exercisable for approximately 0.2 million shares of Rapid7 common stock.
“In addition to the strong technology and business fit between Logentries and Rapid7, we’re excited to add their unique technology and drive new offerings that are expected to be accretive to Rapid7’s growth rate,” said Steven Gatoff, chief financial officer of Rapid7. “We anticipate the acquisition of Logentries driving an incremental $10-12 million in billings in 2016. Importantly, we do not expect the acquisition to have a material impact on the overall timing of our attainment of positive operating cash flow or on non-GAAP profitability breakeven.”
Rapid7 expects the acquisition of Logentries to be neutral to operating cash flow in the second half of 2016 and to be accretive to operating cash flow, non-GAAP operating income and non-GAAP earnings per share in 2017 and beyond.
For 2016, Rapid7 expects the acquisition to contribute approximately $4 million to $5 million in revenue, be dilutive to non-GAAP operating loss and non-GAAP loss per share by approximately $4 million to $5 million and $0.07 to $0.09, respectively.
For the fourth quarter of 2015, Rapid7 expects the acquisition to contribute approximately $1.5 million in incremental billings and approximately $0.5 million in revenue and to be dilutive to non-GAAP operating loss and non-GAAP loss per share by approximately $2.5 million to $3 million and $0.06 to $0.07, respectively.
In order to induce Logentries’ employees to join and to retain and incentivize them going forward, Rapid7 has granted 910,812 shares of restricted common stock to 39 individuals who became employees of Rapid7 or one of its subsidiaries upon the closing of the acquisition. These awards were approved by the compensation committee of Rapid7’s board of directors, and were issued on October 13, 2015 under and pursuant to the terms of Rapid7’s 2015 Equity Incentive Plan, as amended (the “Plan”).
As required by NASDAQ Marketplace Rule 5635(c)(4), Rapid7 has today announced these new employee inducement grants, which were made under a separate share reserve under the Plan designated for awards to be made to new employees of Rapid7 as an inducement material to such persons entering into employment with Rapid7 that was not approved by Rapid7’s stockholders. The inducement awards described above vest over a one to three year period, with the first vesting date occurring on the six month anniversary of the closing of the acquisition and quarterly thereafter. Certain of these awards are subject to possible accelerated vesting under certain circumstances.
Today’s Conference Call and Webcast Information
Rapid7 will host a conference call today to discuss the acquisition of Logentries at 5:00 p.m. Eastern Time. The call will be accessible by telephone at 888-223-4580 (domestic) or 303-223-2683 (international). The call will also be available live via webcast on the company’s web site at http://investors.rapid7.com. A telephone replay of the conference call will be available at 800-633-8284 or 402-977-9140 (access code 21779435) until October 16, 2015. A webcast replay will be available at http://investors.rapid7.com.
Rapid7 is a leading provider of security data and analytics solutions that enable organizations to implement an active, analytics-driven approach to cyber security. We combine our extensive experience in security data and analytics and deep insight into attacker behaviors and techniques to make sense of the wealth of data available to organizations about their IT environments and users. Our solutions empower organizations to prevent attacks by providing visibility into vulnerabilities and to rapidly detect compromises, respond to breaches, and correct the underlying causes of attacks. Rapid7 is trusted by more than 4,400 organizations across 90 countries, including 35% of the Fortune 1000. To learn more about Rapid7 or get involved in our threat research, visit www.rapid7.com.
Logentries provides a powerful cloud-based solution for collecting, searching, visualizing, and analyzing machine data and logs. The scalable and cost-effective architecture enables users to store and search structured, semi-structured, and unstructured data in real time – in some cases five to ten times faster than competing solutions. Logentries’ unique approach is very efficient for customers, and the user interface makes it easy to learn and use. Logentries serves more than 3,000 customers in over 65 countries across a diverse set of industries.
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP, we provide investors with certain non-GAAP financial measures, including non-GAAP gross profit, non-GAAP operating loss and non-GAAP net loss, which we collectively refer to as non-GAAP financial measures. These non-GAAP financial measures exclude all or a combination of the following: stock-based compensation expense, amortization of acquired intangible assets and acquisition related expenses. The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons, and use certain non-GAAP financial measures as performance measures under our executive bonus plan. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision making. While our non-GAAP financial measures are an important tool for financial and operational decision making and for evaluating our own operating results over different periods of time, you should consider our non-GAAP financial measures alongside our GAAP financial results.
We exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allow for more meaningful comparisons between our operating results from period to period. We believe that excluding the impact of amortization of intangible assets allows for more meaningful comparisons between operating results from period to period as the intangibles are valued at the time of acquisition and are amortized over a period of several years after the acquisition. We also exclude the impact of costs directly related to acquisitions as these costs are unrelated to the current operations and neither comparable to the prior period nor predictive of future results, which we believe allows for a more meaningful comparison between the operating results from period to period. Accordingly, we believe that excluding these expenses provides investors and management with greater visibility of the underlying performance of our business operations, facilitates comparison of our results with other periods and may also facilitate comparison with the results of other companies in our industry.
While a reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis as a result of the uncertainty regarding, and the potential variability of, many of these costs and expenses that we may incur in the future, we have provided a reconciliation of GAAP to non-GAAP financial measures in the accompanying financial statement tables included in this press release for non-GAAP results for the three and six months ended June 30, 2015 and 2016.
There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact upon our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees.
This press release includes forward-looking statements. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding our future financial and business performance for the fourth quarter and full-year 2015, technical innovations, market opportunity and plans and objectives for future operations, are forward-looking statements. The words “anticipate,” believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, risks related to our rapid growth and ability to sustain our revenue growth rate, the ability of our products and professional services to correctly detect vulnerabilities, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our ability to integrate acquired operations, our ability to operate in compliance with applicable laws and the risks and uncertainties set forth in the “Risk Factors” section of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended June 30, 2015, and subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.