UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2011
RPX Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-35146 | 26-2990113 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
One Market Plaza
Suite 700
San Francisco, CA 94105
(Address of principal executive offices, including zip code)
(866) 779-7641
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On August 2, 2011, RPX Corporation issued a press release announcing its financial results for the quarter ended June 30, 2011. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by RPX Corporation dated August 2, 2011 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RPX Corporation | ||
| By: |
/s/ MARTIN E. ROBERTS | |
| Martin E. Roberts | ||
| General Counsel | ||
Dated: August 2, 2011
Exhibit 99.1
RPX Announces Second Quarter 2011 Financial Results
SAN FRANCISCO – August 2, 2011 – RPX Corporation (NASDAQ: RPXC) announced today its financial results for the second quarter ended June 30, 2011.
Second Quarter 2011 Highlights
| • | Revenue totaled $38.9 million, up 78% from the prior year period |
| • | Subscription revenue totaled $35.6 million, up 66% from the prior year period |
| • | Client network grew to 96 with 15 clients added in the second quarter |
| • | GAAP net income was $7.7 million or $0.16 per diluted share on a pro forma basis |
| • | Non-GAAP net income was $8.8 million or $0.18 per diluted share on a pro forma basis |
“We are very pleased with our solid second quarter results which reflect expanding adoption of the RPX offering,” said John Amster, CEO of RPX Corporation. “We are continuing to execute on our plan. As of the end of the quarter we had deployed over $300 million to acquire patents and patent rights to the benefit of the 96 companies in our client network.”
Summary Results
Revenue for the second quarter of 2011 increased 78% to $38.9 million, compared to $21.8 million in the second quarter of 2010. Subscription revenue increased 66% to $35.6 million, compared to $21.4 million in the prior year period. The year-over-year increase in subscription revenue was driven by the growing acceptance of RPX’s patent risk management platform.
Cost of revenue for the quarter was $14.5 million, compared to $10.2 million in the year-ago period. The net book value of RPX’s portfolio of patent assets increased to $140 million as of June 30, 2011 from $121 million as of June 30, 2010. Net acquisition spend during the quarter totaled $21.7 million, and included eight new acquisitions of patent assets as well as the exercise of previously negotiated options to acquire licenses for new members.
Selling, general and administrative expenses were $11.3 million in the second quarter of 2011, compared to $5.2 million in the second quarter of 2010. Non-GAAP selling, general and administration expenses, which exclude stock-based compensation, were $9.4 million in the second quarter of 2011, compared to $5.0 million in the prior year period. The increase in SG&A expenses was primarily due to the hiring of additional personnel and increased professional fees and facilities costs resulting from the growth in RPX’s business. Over the course of the past year, RPX substantially expanded its client relations, corporate development and technology development teams.
GAAP net income for the quarter was $7.7 million or $0.15 per diluted share, compared to $3.3 million or $0.05 per diluted share in the second quarter of 2010. On a pro forma basis giving effect to the restricted stock outstanding and the conversion of all preferred shares into common shares at the beginning of the period, net income was $0.16 per diluted share in the second quarter of 2011, compared to $0.09 per diluted share in the prior year period. Non-GAAP net income, which excludes stock-based compensation (net of tax), was $8.8 million or $0.18 per diluted share on a pro forma basis in the second quarter of 2011, compared to $3.5 million or $0.09 per diluted share in the prior year period.
| RPX Announces Second Quarter 2011 Financial Results | Page | 2 |
As of June 30, 2011, RPX had cash, cash equivalents and short-term investments of $199 million.
Business Outlook
This outlook reflects the Company’s current and preliminary view and may be subject to change. Please see the “Forward-Looking Statements” at the end of this press release. The Company provided the following business outlook for the third quarter and full year 2011:
| Third Quarter 2011 | Full Year 2011 | |||
| Revenue |
$37.8 - $38.3 Million | $150.5 - $154.0 Million | ||
| Non-GAAP Net Income |
$6.7 - $7.2 Million | $28.0 - $32.0 Million | ||
| Non-GAAP Effective Tax Rate |
40% | 40% | ||
| Diluted Shares Outstanding (Pro Forma) |
54 Million | 49 Million |
The above outlook is forward looking. Actual results may differ materially. Please refer to the information under the caption “Use of Non-GAAP Financial Information” below.
Conference Call
RPX management will host a conference call and live webcast for analysts and investors at 5:00 p.m. EDT on August 2, 2011. Parties in the United States and Canada can access the call by dialing 1-877-941-8416, using conference code 4457074. International parties can access the call by dialing 1-480-629-9808, using conference code 4457074.
RPX will offer a live webcast of the conference call which can be accessed from the “Investor Relations” section of the company’s website at www.rpxcorp.com. The webcast will be archived there for a period of 30 days. An audio replay of the conference call will also be available two hours after the call and will be available for 30 days. To hear the replay, parties in the United States and Canada should call 1-800-406-7325 and enter conference code 4457074. International parties should call 1-303-590-3030 and enter conference code 4457074.
About RPX Corporation
RPX Corporation (NASDAQ: RPXC) is a leading provider of patent risk solutions, offering defensive buying, acquisition syndication, patent intelligence and advisory services. Since its founding in 2008, RPX has introduced efficiency to the patent market by providing a rational alternative to litigation. The San Francisco-based company’s pioneering approach combines principal capital, deep patent expertise, and client contributions to generate enhanced patent buying power. By acquiring patents, RPX helps to mitigate and manage patent risk for its growing client network.
| RPX Announces Second Quarter 2011 Financial Results | Page | 3 |
Use of Non-GAAP Financial Information
The accompanying news release dated August 2, 2011 contains non-GAAP financial measures. Tables are provided in the news release that reconciles the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures include non-GAAP net income, non-GAAP SG&A, non-GAAP effective tax rate and non-GAAP earnings per share. To supplement the Company’s consolidated financial statements presented on a GAAP basis, management believes that these non-GAAP measures provide useful information about the Company’s core operating results and thus are appropriate to enhance the overall understanding of the Company’s past financial performance and its prospects for the future. Management believes it is useful to report non-GAAP measures which exclude stock-based compensation expense because it believes investors wish to exclude the effects of stock-based compensation expense in comparing our financial performance with that of other companies. These adjustments to the Company’s GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company’s underlying operational results and trends and performance. Management uses these non-GAAP measures to evaluate the Company’s financial results. The presentation of additional information is not meant to be considered in isolation or as a substitute for or superior to financial results determined in accordance with GAAP. Beginning this quarter, the Company is reporting non-GAAP net income that reflects a non-GAAP effective tax rate which excludes the impact of stock-based compensation expense.
Forward-Looking Statements
This news release and its attachments contain forward-looking statements within the meaning of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding RPX’s future financial performance, the quotations from management in this press release, as well as any statements regarding the Company’s strategic and operational plans. The Company’s actual results may differ materially from those anticipated in these forward-looking statements. Factors that may contribute to such differences include, among others, the Company’s ability to maintain an adequate rate of growth, the impact of the current economic climate on the Company’s business, the Company’s ability to effectively manage its growth, and the Company’s ability to attract new clients and retain existing clients. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. More information about potential factors that could affect the Company’s business and financial results is contained in its Prospectus related to its initial public offering filed with the Securities and Exchange Commission on May 4, 2011, quarterly reports on Form 10-Q, and the Company’s other filings with the SEC. The Company does not intend, and undertakes no duty, to update any forward-looking statements to reflect future events or circumstances.
# # #
Contacts:
Investor Relations
Julie Cunningham
The Blueshirt Group
+1.425.217.2632
julie@blueshirtgroup.com
| RPX Announces Second Quarter 2011 Financial Results | Page | 4 |
Media Relations
Greg Spector
RPX Corporation
+1.415.717.4666
greg.spector@rpxcorp.com
RPX Corporation
Consolidated Statements of Operations
(in thousands, except per share data)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (unaudited) | ||||||||||||||||
| Revenue |
$ | 38,850 | $ | 21,835 | $ | 73,240 | $ | 40,047 | ||||||||
| Cost of revenue |
14,528 | 10,216 | 28,193 | 17,949 | ||||||||||||
| Selling, general and administrative expenses |
11,286 | 5,191 | 19,396 | 9,459 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
13,036 | 6,428 | 25,651 | 12,639 | ||||||||||||
| Interest income |
42 | 67 | 68 | 198 | ||||||||||||
| Interest expense |
(235 | ) | (781 | ) | (634 | ) | (1,752 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before provision for income taxes |
12,843 | 5,714 | 25,085 | 11,085 | ||||||||||||
| Provision for income taxes |
5,177 | 2,393 | 10,724 | 4,644 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 7,666 | $ | 3,321 | $ | 14,361 | $ | 6,441 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Less: allocation of net income to participating stockholders |
2,952 | 3,008 | 8,754 | 5,879 | ||||||||||||
|
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|
|
|
|
|
|||||||||
| Net income available to common stockholders - basic |
$ | 4,714 | $ | 313 | $ | 5,607 | $ | 562 | ||||||||
| Undistributed earnings re-allocated to common stockholders |
210 | 72 | 484 | 108 | ||||||||||||
|
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|
|||||||||
| Net income available to common stockholders - diluted |
$ | 4,924 | $ | 385 | $ | 6,091 | $ | 670 | ||||||||
|
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|
|||||||||
| Net income per common share - basic |
$ | 0.16 | $ | 0.06 | $ | 0.31 | $ | 0.11 | ||||||||
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|
|||||||||
| Net income per common share - diluted |
$ | 0.15 | $ | 0.05 | $ | 0.29 | $ | 0.11 | ||||||||
|
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|
|||||||||
| Weighted-average shares used in computing net income per common share - basic |
28,941 | 5,495 | 18,141 | 5,153 | ||||||||||||
|
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|
|||||||||
| Weighted-average shares used in computing net income per common share - diluted |
33,131 | 7,031 | 21,187 | 6,340 | ||||||||||||
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RPX Corporation
Consolidated Balance Sheets
(in thousands)
| June 30, | December 31, | |||||||
| 2011 | 2010 | |||||||
| (unaudited) | ||||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 159,393 | $ | 46,656 | ||||
| Restricted cash |
500 | 500 | ||||||
| Short-term investments |
39,304 | — | ||||||
| Accounts receivable |
6,272 | 12,632 | ||||||
| Prepaid expenses and other current assets |
4,962 | 5,987 | ||||||
| Deferred tax assets |
2,543 | 2,567 | ||||||
|
|
|
|
|
|||||
| Total current assets |
212,974 | 68,342 | ||||||
| Patent assets, net |
139,844 | 126,508 | ||||||
| Property and equipment, net |
1,223 | 623 | ||||||
| Goodwill and intangible assets, net |
3,576 | 583 | ||||||
| Restricted cash |
220 | 220 | ||||||
| Other assets |
356 | 746 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 358,193 | $ | 197,022 | ||||
|
|
|
|
|
|||||
| Liabilities, redeemable convertible preferred stock and stockholders’ equity |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 964 | $ | 634 | ||||
| Accrued liabilities |
4,664 | 7,281 | ||||||
| Deferred revenue, current |
75,599 | 73,235 | ||||||
| Notes payable and other obligations, current |
6,517 | 18,527 | ||||||
| Other current liabilities |
893 | 3,314 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
88,637 | 102,991 | ||||||
| Deferred revenue, less current portion |
11,975 | 9,205 | ||||||
| Deferred tax liabilities |
6,146 | 6,146 | ||||||
| Notes payable and other obligations, less current portion |
1,099 | 5,056 | ||||||
| Other liabilities |
156 | 124 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
108,013 | 123,522 | ||||||
|
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|
|
|||||
| Redeemable convertible preferred stock |
— | 62,793 | ||||||
|
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|
|||||
| Stockholders’ equity |
||||||||
| Common stock |
5 | 1 | ||||||
| Additional paid-in capital |
225,159 | 51 | ||||||
| Retained earnings |
25,016 | 10,655 | ||||||
|
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|
|
|
|||||
| Total stockholders’ equity |
250,180 | 10,707 | ||||||
|
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|
|||||
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity |
$ | 358,193 | $ | 197,022 | ||||
|
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|
|||||
RPX Corporation
Consolidated Statements of Cash Flows
(in thousands)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2011 | 2010 | |||||||
| (unaudited) | ||||||||
| Cash flows from operating activities |
||||||||
| Net income |
$ | 14,361 | $ | 6,441 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
28,176 | 17,771 | ||||||
| Stock-based compensation |
2,936 | 349 | ||||||
| Excess tax benefit from stock-based compensation |
(203 | ) | — | |||||
| Imputed interest on other obligations |
436 | 867 | ||||||
| Amortization of premium on investments |
195 | — | ||||||
| Deferred taxes |
25 | — | ||||||
| Other |
(4 | ) | 2 | |||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
6,360 | 3,451 | ||||||
| Prepaid expense and other assets |
666 | (139 | ) | |||||
| Accounts payable |
330 | (679 | ) | |||||
| Accrued and other liabilities |
(3,205 | ) | 3,898 | |||||
| Deferred revenue |
5,014 | 42,708 | ||||||
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|
|
|||||
| Net cash provided by operating activities |
55,087 | 74,669 | ||||||
| Cash flows from investing activities |
||||||||
| Purchases of investments classified as available-for-sale securities |
(40,100 | ) | — | |||||
| Maturities of investments classified as available-for-sale securities |
970 | — | ||||||
| Business acquisitions |
(3,000 | ) | — | |||||
| Purchases of intangible assets |
(95 | ) | — | |||||
| Purchases of property and equipment |
(706 | ) | (110 | ) | ||||
| Acquisitions of patent assets |
(43,151 | ) | (43,048 | ) | ||||
| Proceeds from sale of patent assets |
80 | — | ||||||
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|
|||||
| Net cash used in investing activities |
(86,002 | ) | (43,158 | ) | ||||
| Cash flows from financing activities |
||||||||
| Repayments of principal on notes payable and other obligations |
(16,404 | ) | (20,443 | ) | ||||
| Proceeds from issuance of common stock in initial public offering, net of issuance costs |
157,828 | — | ||||||
| Proceeds from exercise of stock options and other common stock issuances |
2,025 | 76 | ||||||
| Excess tax benefit from stock-based compensation |
203 | — | ||||||
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|
|||||
| Net cash provided by (used in) financing activities |
143,652 | (20,367 | ) | |||||
| Net increase in cash and cash equivalents |
112,737 | 11,144 | ||||||
| Cash and cash equivalents at beginning of period |
46,656 | 28,928 | ||||||
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| Cash and cash equivalents at end of period |
$ | 159,393 | $ | 40,072 | ||||
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RPX Corporation
Reconciliation of Pro Forma Net Income Per Share
(in thousands, except per share data)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (unaudited) | ||||||||||||||||
| Net income |
$ | 7,666 | $ | 3,321 | $ | 14,361 | $ | 6,441 | ||||||||
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|||||||||
| Pro forma net income per share [1] |
||||||||||||||||
| Basic |
$ | 0.18 | $ | 0.09 | $ | 0.35 | $ | 0.17 | ||||||||
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| Diluted |
$ | 0.16 | $ | 0.09 | $ | 0.33 | $ | 0.17 | ||||||||
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| Shares used in computing pro forma net income per share |
||||||||||||||||
| Basic: |
||||||||||||||||
| Basic weighted-average common shares |
13,952 | 5,495 | 10,605 | 5,153 | ||||||||||||
| Add: Assumed conversion of redeemable convertible preferred shares |
26,230 | 25,741 | 26,230 | 25,741 | ||||||||||||
| Add: Restricted stock |
3,505 | 5,865 | 3,741 | 6,165 | ||||||||||||
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| Shares used in computing pro forma basic net income per share |
43,687 | 37,101 | 40,576 | 37,059 | ||||||||||||
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| Diluted: |
||||||||||||||||
| Diluted weighted-average common shares |
18,142 | 7,031 | 13,651 | 6,340 | ||||||||||||
| Add: Assumed conversion of redeemable convertible preferred shares |
26,230 | 25,741 | 26,230 | 25,741 | ||||||||||||
| Add: Restricted stock |
3,505 | 5,865 | 3,741 | 6,165 | ||||||||||||
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|||||||||
| Shares used in computing pro forma diluted net income per share |
47,877 | 38,637 | 43,622 | 38,246 | ||||||||||||
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| [1] | Pro forma basic and diluted net income per share were computed to give effect to the shares of restricted stock outstanding as of the original date of issuance and the conversion of the Company’s redeemable convertible preferred stock into common stock using the as-if converted method as though the conversion had occurred as of January 1, 2010 or the original date of issuance, if later. |
RPX Corporation
Reconciliation of GAAP to Pro Forma Non-GAAP Net Income Per Share
(in thousands, except per share data)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (unaudited) | ||||||||||||||||
| Net income |
$ | 7,666 | $ | 3,321 | $ | 14,361 | $ | 6,441 | ||||||||
| Stock-based compensation (net of tax) |
1,174 | 183 | 2,454 | 342 | ||||||||||||
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|||||||||
| Non-GAAP net income |
$ | 8,840 | $ | 3,504 | $ | 16,815 | $ | 6,783 | ||||||||
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|||||||||
| Pro forma non-GAAP net income per common share - basic |
$ | 0.20 | $ | 0.09 | $ | 0.41 | $ | 0.18 | ||||||||
| Pro forma non-GAAP net income per common share - diluted |
$ | 0.18 | $ | 0.09 | $ | 0.39 | $ | 0.18 | ||||||||
| Pro forma weighted-average shares - basic |
43,687 | 37,101 | 40,576 | 37,059 | ||||||||||||
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| Pro forma weighted-average shares - diluted |
47,877 | 38,637 | 43,622 | 38,246 | ||||||||||||
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|
RPX Corporation Reconciliation of GAAP to Non-GAAP Selling, General, and Administrative Expenses (in thousands)
|
| |||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (unaudited) | ||||||||||||||||
| Selling, general and administrative expenses |
$ | 11,286 | $ | 5,191 | $ | 19,396 | $ | 9,459 | ||||||||
| Less: Stock-based compensation |
(1,888 | ) | (192 | ) | (2,936 | ) | (349 | ) | ||||||||
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| Non-GAAP selling, general and administrative expenses |
$ | 9,398 | $ | 4,999 | $ | 16,460 | $ | 9,110 | ||||||||
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RPX Corporation
Additional Metrics
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2011 | 2010 | |||||||
| (unaudited) | ||||||||
| Operating Metrics |
||||||||
| Full time equivalent headcount |
81 | 43 | ||||||
| Number of clients |
96 | 51 | ||||||
| Additions in period |
24 | 28 | ||||||
| Trailing 4 quarters |
45 | 37 | ||||||
| Financial Metrics (in thousands) |
||||||||
| Subscription revenue |
$ | 69,940 | $ | 39,597 | ||||
| Other revenue |
3,300 | 450 | ||||||
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|
|||||
| Revenue |
$ | 73,240 | $ | 40,047 | ||||
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|
|||||
| Gross acquisition spend |
$ | 41,151 | $ | 103,242 | ||||
| Trailing 4 quarters |
$ | 84,314 | $ | 133,489 | ||||
| Net acquisition spend |
$ | 41,151 | $ | 56,853 | ||||
| Trailing 4 quarters |
$ | 70,536 | $ | 72,964 | ||||
| Cash, cash equivalents and short-term investments (ending balance) |
$ | 198,697 | $ | 40,074 | ||||
| Deferred revenue, current and noncurrent (ending balance) |
$ | 87,574 | $ | 67,399 | ||||