0001437749-13-005308.txt : 20130506 0001437749-13-005308.hdr.sgml : 20130506 20130506060428 ACCESSION NUMBER: 0001437749-13-005308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130506 DATE AS OF CHANGE: 20130506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Internet Patents Corp CENTRAL INDEX KEY: 0001077370 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943220749 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35359 FILM NUMBER: 13814396 BUSINESS ADDRESS: STREET 1: 10850 GOLD CENTER DR STREET 2: SUITE 250B CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9168533300 MAIL ADDRESS: STREET 1: 10850 GOLD CENTER DR STREET 2: SUITE 250B CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: INSWEB CORP DATE OF NAME CHANGE: 19990507 8-K 1 ptnt20130503_8k.htm FORM 8-K ptnt20130503_8k.htm


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): May 3, 2013

 


 

Internet Patents Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware

(State or Other Jurisdiction

of Incorporation)

0-26083

(Commission

File Number)

94-3220749

(I.R.S. Employer

Identification No.)

     
 

10850 Gold Center Dr, Suite 250

Rancho Cordova, California 95670

 

(Address of principal executive offices including zip code)

     
 

(916) 853-1529

(Registrant’s telephone number,

including area code)

 

 

 

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:


[ ]

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 May 3, 2013, Internet Patents Corporation issued a press release announcing financial results for the three months ended March 31, 2013. The press release is attached to this report as Exhibit 99.1.

 

The attached Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section nor shall it be deemed incorporated by reference into any of  Internet Patents Corporation’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

  
 

 

 

Item 9.01   FINANCIAL STATEMENTS AND EXHIBITS 

 

 

Exhibit 99.1

Press release dated May 3, 2013.

 

 
 

 

 

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.

 

 

INTERNET PATENTS CORPORATION

Date: May 3, 2013

By:

/s/ L. Eric Loewe

   

Name: L. Eric Loewe

Title: Senior Vice President, General Counsel and Secretary

 

 

 

EX-99 2 ptnt20130503_8kex99-1.htm EXHIBIT 99.1 ptnt20130503_8kex99-1.htm

Exhibit 99.1

 

 

 

News Release

 


 

Investor Relations Contact:

Jennifer Jarman

The Blueshirt Group

415-217-5866

jennifer@blueshirtgroup.com

 

Internet Patents Corporation Reports First Quarter 2013 Results

 

SACRAMENTO, Calif., May 3, 2013 – Internet Patents Corporation (“IPC”) (NASDAQ: PTNT) today reported financial results for the first quarter ended March 31, 2013.

 

“We currently have patent infringement lawsuits in progress against six companies, two of which are alleged to infringe our Event Log patent, and four of which are alleged to infringe our Dynamic Tabs patent,” said Hussein Enan, Chairman and CEO of Internet Patents Corporation. “While we did not file any additional patent infringement lawsuits during the first quarter, we continue to review and identify other potential infringers of our strong portfolio of e-commerce patents and expect to take additional actions in 2013.”

 

Operating Highlights

As of the quarter ended March 31, 2013:


 

-

The Company reported a net loss for the first quarter of 2013 of $451,000, or $0.06 per share.


 

-

Total operating expenses of $456,000 was lower than the Company’s target range of $0.6 to $0.8 million. This was due to the Company incurring lower patent litigation costs than anticipated. We expect operating expenses for the foreseeable future to range between $0.5 million and $0.7 million per quarter.


 

-

Cash and cash equivalents and short-term investments were $33.0 million, which includes $1.0 million in restricted cash equivalents.

 

 
1

 

 

 

-

The number of shares of Internet Patents Corporation common stock issued and outstanding was 7,751,952. Options representing a total of 114,560 shares of common stock remain outstanding and exercisable as of that same date.


 

-

Net operating loss (NOL) carry forwards were approximately $141.3 million and $63.2 million for federal income tax and state income tax purposes, respectively. Included in these amounts are unrealized federal and state net operating loss deductions resulting from stock option exercises of approximately $6.7 million each. The benefit of these unrealized stock option-related deductions has not been included in deferred tax assets and will be recognized as a credit to additional paid-in capital when realized. Federal and state net operating loss carry forwards begin or have begun expiring in 2019 and 2013 respectively.

 

About Internet Patents Corporation

Headquartered in Sacramento, CA, Internet Patents Corporation (NASDAQ: PTNT) operates a patent licensing business focused on its e-commerce technologies.www.internetpatentscorporation.net

 

Forward-Looking Statements


This news release contains forward-looking statements, which include statements expressing the intent, belief or current expectations of Internet Patents Corporation that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words “may,”“could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,”“plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements. Actual results might differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with Internet Patent Corporation’s business, which include, but are not limited to: the unpredictable nature of patent licensing and patent litigation; potential changes in the laws and regulations relating to patents and patent litigation; the risk that we are not currently engaged in the patent licensing business, and our patent portfolio has never generated revenues; future changes we may make in our patent licensing strategy; and changes in the taxation of income due to the disallowance or expiration of the Company’s net operating losses. Unless legally required, Internet Patents Corporation undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements should be considered in the context of these and other risk factors disclosed in the Company's filings with the Securities and Exchange Commission.


 

 
2

 

 

INTERNET PATENTS CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(in thousands)

(unaudited)

 

 

March 31,
2013

December 31, 2012

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 30,527   $ 31,068

Short-term investments

    1,493     1,497

Restricted cash equivalents and short-term investments

    1,000     1,000

Prepaid expenses and other current assets

    148     169

Total current assets

    33,168     33,734

Property and equipment, net

    27     32

Other assets

    27     27

Total assets

  $ 33,222   $ 33,793
                 

Liabilities and stockholders’ equity

               

Current liabilities:

               

Accounts payable

  $ 149   $ 234

Accrued expenses

    312     346

Total current liabilities

    461     580
                 

Income tax liability

    101     101

Total liabilities

    562     681
                 

Stockholders’ equity:

               

Common stock

    11     11

Paid-in capital

    221,726     221,726

Treasury stock

    (6,788

)

    (6,788

)

Unrealized loss on available-for-sale securities

    (1

)

    -

Accumulated deficit

    (182,288

)

    (181,837

)

Total stockholders’ equity

    32,660     33,112

Total liabilities and stockholders’ equity

  $ 33,222   $ 33,793

 

 
3

 

 

 

INTERNET PATENTS CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended March 31,

 

2013

2012

                 

Total revenues

  $ -   $ -
                 

Operating expenses:

               

General and administrative

    456     837

Total operating expenses

    456     837

Loss from operations

    (456 )     (837 )

Other income

    5     100

Net loss

  $ (451 )   $ (737

)

                 

Net loss per share:

               

Basic and diluted

  $ (0.06 )   $ (0.10 )

Shares used in computing net loss per share:

               

Basic and diluted

    7,752     7,379

 

 

4