RPX Corporation
Oct 30, 2017

RPX Announces Third Quarter 2017 Financial Results

Company Initiates Quarterly Cash Dividend

SAN FRANCISCO, Oct. 30, 2017 /PRNewswire/ -- RPX Corporation (NASDAQ: RPXC), the leading provider of patent risk and discovery management solutions, today announced its financial results for the third quarter ended September 30, 2017.

RPX Corporation Logo. (PRNewsFoto/RPX Corporation)

Highlights

Total revenue was $85.7 million, compared to $88.5 million in the third quarter of 2016.

  • Subscription revenue from patent risk management services—including insurance—was $62.3 million, compared to $62.4 million in the prior year period.
  • Discovery services revenue was $21.1 million, compared to $18.0 million in the prior year period.

"RPX posted a solid third quarter, with results exceeding expectations in both our patent risk management and discovery services businesses, along with increasing cash flow," Marty Roberts, CEO of RPX Corp. "We also have made progress in identifying new emerging business opportunities that leverage our unique position in the patent space, including tech-enabled services, new licensing models and expansion into foreign jurisdictions."

Summary Results

GAAP net income for the third quarter was $6.4 million or $0.13 per diluted share, compared to $8.1 million or $0.16 per diluted share in the third quarter of 2016.

Non-GAAP net income for the third quarter, which excludes stock-based compensation, the amortization of acquired intangibles, fair value adjustments on deferred payment obligations, gains on extinguishment of deferred payment obligations, realized losses on exchange of short-term investments, and their related tax effects, was $10.9 million or $0.22 per diluted share, compared to $12.7 million or $0.25 per diluted share in the third quarter of 2016.

Non-GAAP adjusted EBITDA was $57.2 million for the third quarter of 2017, less net patent spend of $13.0 million, resulting in non-GAAP adjusted EBITDA less net patent spend, the Company's preferred measure of adjusted pre-tax free cash flow, of $44.2 million for the third quarter of 2017.

As of September 30, 2017, RPX's patent segment had more than 325 clients, consisting of patent risk management network members and insurance clients. The Company provides patent risk management services to nearly 450 companies, including those insured under policies sold to venture funds and industry trade associations.

Net patent acquisition spend during the quarter totaled $13.0 million, and included 11 patent transactions.

As of September 30, 2017, RPX had cash, cash equivalents and short-term investments of $267.5 million and long-term debt of $89.9 million.

Quarterly Dividend and Repayment of Term Facility

The Company also announced that its Board of Directors had approved a regular quarterly cash dividend of $0.05 per share of common stock, the first of which is payable on December 5, 2017, to stockholders of record on November 20, 2017.

In addition, the Company announced that it will be repaying the approximately $91.3 million outstanding under its term facility in the fourth quarter of 2017. The original terms of the five-year term facility entered into in February 2016 required quarterly repayments through 2021. Pursuant to the terms of the credit agreement, the Company will not incur any early termination costs by early repayment of this facility. The revolving credit facility will remain available for use.

"These changes to our capital structure reflect the Board's confidence in the long term opportunity for RPX and   reinforce its commitment to delivering value to shareholders, even as we continue investing to grow the business," said Marty Roberts.

Business Outlook

This outlook reflects the Company's current and preliminary view and may be subject to change. Please see the paragraph regarding "Forward-Looking Statements" at the end of this news release.

The Company provided the following business outlook for the fourth quarter of fiscal 2017:

Subscription and Discovery revenue[1]


$77 - $80 million

Fee-related revenue


$0 - $2 million

Total revenue


$77 - $82 million

Operating income (non-GAAP)


$9 - $12 million

Net income (non-GAAP)


$6 - $8 million

Consolidated adjusted EBITDA (non-GAAP)


$49 - $53 million

Effective tax rate (non-GAAP)


35%

Weighted-average diluted shares outstanding


50 million

 

The Company provided the following updated business outlook for the full year 2017:

Subscription revenue[1]


$245 - $246 million

Discovery revenue


$77 - $79 million

Fee-related revenue


$3 - $5 million

Total revenue


$325 - $330 million

Cost of revenue (non-GAAP)


$203 - $205 million

SG&A (non-GAAP)


$67 - $70 million

Operating income (non-GAAP)


$54 - $57 million

Net income (non-GAAP)


$36 - $38 million




Patent risk management adjusted EBITDA (non-GAAP)


$196 - $198 million

Discovery services adjusted EBITDA (non-GAAP)


$20 - $22 million

Total adjusted EBITDA (non-GAAP)


$216 - $220 million

Net patent spend


$110 - $115 million

Consolidated adjusted EBITDA less net patent spend (non-GAAP)


$101 - $110 million




Effective tax rate (non-GAAP)


35%

Weighted-average diluted shares outstanding


50 million

 

The Company provided the following updated supplemental information regarding amortization expense for the full year 2017:

Amortization of patent assets acquired through December 31, 2016


$127 million

Amortization of patent assets to be acquired during fiscal 2017


$31 - $33 million

Total amortization of patent assets


$158 - $160 million




Amortization of acquired intangible assets[2]


$8 - $9 million


————————

[1]

Subscription revenue is comprised of revenue generated from membership subscription services, premiums earned, net of ceding commissions, from insurance policies, and management fees related to the Company's insurance business.

[2]

RPX excludes amortization expense related to intangible assets (other than patents) acquired in conjunction with the acquisition of businesses from its non-GAAP financial measures.

 

The above outlook is forward-looking. Actual results may differ materially. The Company is not able, at this time, to provide a forward-looking reconciliation to GAAP outlook for the non-GAAP financial metric outlook it has provided above for the fourth quarter and full year 2017 because of the difficulty of estimating certain items that are excluded from the non-GAAP financial metrics, including those items listed in "Use of Non-GAAP Financial Information" below, the effect of which may be significant. 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 2:00 p.m. PDT/5:00 p.m. EDT on October 30, 2017. Parties in the United States and Canada can access the call by dialing 1-866-564-2842, using conference code 7073187. International parties can access the call by dialing 1-323-794-2094, using conference code 7073187.

The conference call will be webcast and investors will be able to access the webcast and slide presentation from the "Investor Relations" section of the company's website at www.rpxcorp.com. A replay of the webcast will be available online at the aforementioned website following the conclusion of the conference call.

About RPX

RPX Corporation (NASDAQ: RPXC) is the leading provider of patent risk and discovery management solutions. 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 and patent rights, RPX helps to mitigate and manage patent risk for its growing client network.

As of September 30, 2017, RPX had invested over $2 billion to acquire more than 18,500 US and international patent assets and rights on behalf of more than 325 clients in eight key sectors: automotive, consumer electronics and PCs, E-commerce and software, financial services, media content and distribution, mobile communications and devices, networking, and semiconductors.

RPX subsidiary Inventus is a leading international discovery management provider focused on reducing the costs and risks associated with the discovery process through the effective use of technology solutions. Inventus has been providing litigation support services to corporate legal departments, law firms and government agencies since 1991.

Use of Non-GAAP Financial Information

This news release dated October 30, 2017 contains non-GAAP financial measures. Tables are provided in this news release that reconcile the historical 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 cost of revenue, non-GAAP selling, general and administrative expenses, non-GAAP interest and other income (expense), net, non-GAAP net income, non-GAAP adjusted EBITDA, non-GAAP net income per share, and non-GAAP adjusted EBITDA less net patent spend.

To supplement the Company's condensed 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 is excluding from some or all of its non-GAAP operating results (1) stock-based compensation expenses (inclusive of related employer payroll taxes), (2) the amortization of acquired intangible assets (other than patents), (3) fair value adjustments on deferred payment obligations, (4) gains on extinguishment of deferred payment obligations, (5) other-than-temporary impairment on short-term investments, (6) realized losses on exchange of short-term investments, and (7) their related tax effects.

Management uses these non-GAAP measures to evaluate the Company's financial results and trends, allocate internal resources, prepare and approve our annual budget, develop short- and long-term operating plans, assess the health of our business and determine company-wide incentive compensation. Management believes these non-GAAP measures may prove useful to investors who wish to consider the impact of certain items when comparing the Company's financial performance with that of other companies. The 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, trends and performance.

There are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact on our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are adjusted to calculate our non-GAAP financial measures. Management compensates for these limitations by analyzing current and future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in our public disclosures.

The presentation of additional information should not be considered in isolation or as a substitute for or superior to financial results determined in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure and not to rely on any single financial measure to evaluate our business.

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 the statements by management, statements regarding RPX's future financial performance 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 success of the Company's new initiatives, changes in our subscription fee rates, changes in the accounting treatment associated with how we recognize revenue under subscription agreements, and the Company's ability to attract new clients and retain existing clients with respect to our patent risk management and discovery services. 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," "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 the Company's most recent annual report on Form 10-K, its 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

Media Relations

JoAnn Horne

Jen Costa

Market Street Partners

RPX Corporation

+1 415-445-3233

+1 415-852-3180

ir@rpxcorp.com

media@rpxcorp.com

 

RPX Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)








Three Months Ended
September 30,


Nine Months Ended
September 30,



2017


2016


2017


2016

Revenue


$

85,702



$

88,461



$

248,648



$

251,305


Cost of revenue


52,282



50,830



154,722



147,566


Selling, general and administrative expenses


22,517



23,615



66,762



76,414


Operating income


10,903



14,016



27,164



27,325


Interest and other income (expense), net:









Interest income


339



162



761



348


Interest expense


(981)



(922)



(2,838)



(2,155)


Other income (expense), net


730



(490)



2,059



813


Total interest and other income (expense), net


88



(1,250)



(18)



(994)


Income before provision for income taxes


10,991



12,766



27,146



26,331


Provision for income taxes


4,625



4,651



10,595



9,829


Net income


$

6,366



$

8,115



$

16,551



$

16,502











Net income per share:









Basic


$

0.13



$

0.16



$

0.34



$

0.32


Diluted


$

0.13



$

0.16



$

0.33



$

0.32


Weighted-average shares used in computing net income per share:









Basic


49,556



49,713



49,128



50,932


Diluted


50,317



50,247



49,887



51,462


 

RPX Corporation

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)






September 30,
 2017


December 31,
 2016

Assets




Current assets:




Cash and cash equivalents

$

228,410



$

100,111


Short-term investments

39,045



90,877


Restricted cash

513



500


Accounts receivable, net

41,027



64,395


Prepaid expenses and other current assets

10,248



4,524


Total current assets

319,243



260,407


Patent assets, net

148,507



212,999


Property and equipment, net

5,691



6,948


Intangible assets, net

51,067



56,050


Goodwill

159,434



151,322


Restricted cash, less current portion

965



965


Deferred tax assets

37,410



38,261


Other assets

9,537



8,337


Total assets

$

731,854



$

735,289






Liabilities and stockholders' equity




Current liabilities:




Accounts payable

$

3,081



$

3,197


Accrued liabilities

13,543



16,798


Deferred revenue

99,259



118,856


Current portion of long-term debt

8,349



6,474


Other current liabilities

1,244



1,484


Total current liabilities

125,476



146,809


Deferred revenue, less current portion

3,680



11,552


Deferred tax liabilities

3,819



4,023


Long-term debt, less current portion

81,535



88,110


Other liabilities

10,834



10,514


Total liabilities

225,344



261,008


Stockholders' equity:




Common stock

5



5


Additional paid-in capital

374,213



360,462


Retained earnings

139,250



130,249


Accumulated other comprehensive loss

(6,958)



(16,435)


Total stockholders' equity

506,510



474,281


Total liabilities and stockholders' equity

$

731,854



$

735,289



 

RPX Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)




Nine Months Ended September 30,


2017


2016

Operating activities




Net income

$

16,551



$

16,502


Adjustments to reconcile net income to net cash provided by operating activities:




Depreciation and amortization

128,278



129,312


Stock-based compensation

10,875



14,097


Excess tax benefit from stock-based compensation



(90)


Amortization of premium on investments

1,139



1,564


Deferred income taxes

799



(5,975)


Unrealized foreign currency (gain) loss

(1,709)



2,006


Fair value adjustment on deferred payment obligations



(1,920)


Gain on extinguishment of deferred payment obligation



(463)


Realized loss on exchange of short-term investments



290


Other

157



902


Changes in assets and liabilities, net of business acquired:




Accounts receivable

24,787



(8,168)


Prepaid expenses and other assets

(6,630)



(11,177)


Accounts payable

(225)



(276)


Accrued and other liabilities

(3,239)



(3,742)


Deferred revenue

(27,470)



(13,063)


Net cash provided by operating activities

143,313



119,799


Investing activities




Purchases of investments

(32,811)



(62,955)


Maturities of investments

83,335



48,073


Sales of investments



145,925


Business acquisition, net of cash acquired



(228,453)


Decrease (increase) in restricted cash

(13)



427


Purchases of property and equipment

(1,079)



(3,004)


Acquisitions of patent assets

(54,492)



(71,021)


Net cash used in investing activities

(5,060)



(171,008)


Financing activities




Proceeds from issuance of term debt



100,000


Payments of debt issuance costs



(2,003)


Repayment of principal on term debt

(5,000)



(2,500)


Deferred acquisition payment



(1,320)


Proceeds from exercise of stock options

5,964



3,657


Taxes paid related to net-share settlements of restricted stock units

(4,526)



(3,135)


Excess tax benefit from stock-based compensation



90


Payments of capital leases

(278)



(352)


Repurchase of common stock

(6,629)



(50,752)


Net cash provided by (used in) financing activities

(10,469)



43,685


Foreign-currency effect on cash and cash equivalents

515



(291)


Net increase (decrease) in cash and cash equivalents

128,299



(7,815)


Cash and cash equivalents at beginning of period

100,111



94,983


Cash and cash equivalents at end of period

$

228,410



$

87,168


 

RPX Corporation

Reconciliation of GAAP to Non-GAAP Net Income Per Share

(in thousands, except per share data)

(unaudited)








Three Months Ended
September 30,


Nine Months Ended
September 30,



2017


2016


2017


2016

Net income


$

6,366



$

8,115



$

16,551



$

16,502


Stock-based compensation[1]


3,857



4,341



11,211



14,339


Amortization of acquired intangible assets[2]


2,110



2,457



6,784



7,209


Fair value adjustment on deferred payment obligations[3]








(1,920)


Gain on extinguishment of deferred payment obligations[3]








(463)


Realized loss on exchange of short-term investments[3]








188


Income tax adjustments[4]


(1,471)



(2,216)



(4,874)



(6,311)


Non-GAAP net income


$

10,862



$

12,697



$

29,672



$

29,544











Non-GAAP net income per share:









Basic


$

0.22



$

0.26



$

0.60



$

0.58


Diluted


$

0.22



$

0.25



$

0.59



$

0.57


Weighted-average shares used in computing non-GAAP net income per share:









Basic


49,556



49,713



49,128



50,932


Diluted


50,317



50,247



49,887



51,462



 

RPX Corporation

Reconciliation of GAAP to Non-GAAP Cost of Revenue

(in thousands)

(unaudited)








Three Months Ended
September 30,


Nine Months Ended
September 30,



2017


2016


2017


2016

Cost of revenue


$

52,282



$

50,830



$

154,722



$

147,566


Stock-based compensation[1]


(126)





(347)




Amortization of acquired intangible assets[2]


(497)



(548)



(1,553)



(1,592


Non-GAAP cost of revenue


$

51,659



$

50,282



$

152,822



$

145,974



 

RPX Corporation

Reconciliation of GAAP to Non-GAAP Selling, General and Administrative Expenses

(in thousands)

(unaudited)








Three Months Ended
September 30,


Nine Months Ended
September 30,



2017


2016


2017


2016

Selling, general and administrative expenses


$

22,517



$

23,615



$

66,762



$

76,414


Stock-based compensation[1]


(3,731)



(4,341)



(10,864)



(14,339


Amortization of acquired intangible assets[2]


(1,613)



(1,909)



(5,231)



(5,617


Non-GAAP selling, general and administrative expenses


$

17,173



$

17,365



$

50,667



$

56,458



 

RPX Corporation

Reconciliation of GAAP to Non-GAAP Interest and Other Income (Expense), Net

(in thousands)

(unaudited)








Three Months Ended
September 30,


Nine Months Ended
September 30,



2017


2016


2017


2016

Interest and other income (expense), net


$

88



$

(1,250)



$

(18)



$

(994)


Fair value adjustment on deferred payment obligation[3]








(1,920)


Gain on extinguishment of deferred payment obligations[3]








(463)


Realized loss on exchange of short-term investments[3]








188


Non-GAAP interest and other income (expense), net


$

88



$

(1,250)



$

(18)



$

(3,189)


 

RPX Corporation

Reconciliation of Net Income to Non-GAAP Adjusted EBITDA Less Net Patent Spend

(in thousands)

(unaudited)






Three Months Ended
September 30,


Nine Months Ended
September 30,


2017


2016


2017


2016

Net income

$

6,366



$

8,115



$

16,551



$

16,502


Provision for income taxes

4,625



4,651



10,595



9,829


Interest and other (income) expense, net

(88)



1,250



18



994


Stock-based compensation[1]

3,857



4,341



11,211



14,339


Depreciation and amortization

42,423



43,725



128,278



129,312


Non-GAAP adjusted EBITDA[5]

57,183



62,082



166,653



170,976


Net patent spend

(12,990)



(34,800)



(54,575)



(71,934


Non-GAAP adjusted EBITDA less net patent spend

$

44,193



$

27,282



$

112,078



$

99,042


 

RPX Corporation

Additional Metrics

(in thousands, except client data)

(unaudited)






Three Months Ended
September 30,

Operating Metrics


2017


2016

Gross patent spend


$

41,490



$

98,380


Net patent spend


$

12,990



$

34,800









As of and for the Three Months
Ended September 30,

Financial Metrics


2017


2016

Subscription revenue[6]


$

62,346



$

62,414


Discovery revenue


21,080



17,987


Fee-related revenue


2,276



8,060


Total revenue


$

85,702



$

88,461


Cash, cash equivalents and short-term investments


$

267,455



$

182,707


Deferred revenue, current and non-current


$

102,939



$

102,691




[1] 

RPX excludes stock-based compensation and related employer payroll taxes from its non-GAAP financial measures.

[2]

RPX excludes amortization expense related to intangible assets (other than patents) acquired in conjunction with the acquisition of businesses from its non-GAAP financial measures.

[3] 

RPX excludes fair value adjustments and gains on extinguishment related to its deferred payment obligations and realized losses on exchanges of short-term investments from its non-GAAP financial measures.

[4]

Amount reflects income taxes associated with the above noted non-GAAP exclusions.

[5]

RPX calculates non-GAAP adjusted EBITDA as GAAP earnings before other income or expenses, net, provision for income taxes, depreciation, amortization, and stock-based compensation expenses (inclusive of related employer payroll taxes).

[6]

Subscription revenue is comprised of revenue generated from membership subscription services, premiums earned, net of ceding commissions, from insurance policies, and management fees related to its insurance business.

 

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