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 1, 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.) |
101 Parkshore Dr., Suite 100 Folsom, California 95630
(Address of principal executive offices including zip code) |
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(916) 932-2860 (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 August 1, 2013, Internet Patents Corporation issued a press release announcing financial results for the three months ended June 30, 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
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Exhibit 99.1 |
Press release dated August 1, 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: August 1, 2013 |
By: |
/s/ L. Eric Loewe |
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Name: L. Eric Loewe |
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Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
News Release
Investor Relations Contact:
Jennifer Jarman
The Blueshirt Group
415-217-5866
jennifer@blueshirtgroup.com
Internet Patents Corporation Reports Second Quarter 2013 Results
SACRAMENTO, Calif., August 1, 2013 – Internet Patents Corporation (“IPC”) (NASDAQ: PTNT) today reported financial results for the second quarter ended June 30, 2013.
“The six patent infringement lawsuits we have filed based on our strong portfolio of e-commerce patents are moving forward. The Board continues to evaluate the opportune time to take additional actions against other potential infringers as the status of the existing cases continues to evolve,” said Hussein Enan, Chairman and CEO of Internet Patents Corporation.
Operating Highlights
As of the quarter ended June 30, 2013:
- |
The Company reported a net loss for the second quarter of 2013 of $1.2 million, or $0.15 per share. |
- |
Total operating expenses of $1.2 million were higher than the Company’s target range of $0.5 to $0.7 million. This was due to a charge of $606,000 to record an accrual for lease obligations relating to the Company’s former headquarters in Rancho Cordova, California. The Company discontinued using this facility during the quarter ended June 30, 2013 and has relocated to a small facility in Folsom, California, which is expected to result in savings of approximately $50,000 per quarter. Operating expenses for the foreseeable future are expected to range between $0.5 million and $0.7 million per quarter. |
- |
Cash and cash equivalents and short-term investments were $32.4 million, which includes $1.0 million in restricted cash equivalents. |
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The number of shares of Internet Patents Corporation common stock issued and outstanding was 7,751,952. Options representing a total of 99,060 shares of common stock remain outstanding and exercisable as of that same date. |
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Net operating loss (NOL) carry forwards were approximately $142.0 million and $63.9 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. |
Litigation Update
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In the Company’s suit against TellApart and eBags alleging infringement of its Event Log patent, the USPTO granted the Defendants’ petition for ex parte re-examination of the Event Log patent. The Defendants also filed a motion to stay the litigation for the duration of the USPTO’s re-exam. The Court has not yet ruled on that motion. |
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The four separate Dynamic Tabs cases against Active Network, The General, Quinstreet and Tree.com were reassigned to a single judge. A motion to dismiss was filed by The General, Quinstreet and Tree.com, and a hearing is scheduled for October 4, 2013. |
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 the patent licensing business is new, 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.
INTERNET PATENTS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
June 30, |
December 31, 2012 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 30,193 | $ | 31,068 | ||||
Short-term investments |
1,244 | 1,497 | ||||||
Restricted cash equivalents and short-term investments |
1,000 | 1,000 | ||||||
Prepaid expenses and other current assets |
208 | 169 | ||||||
Total current assets |
32,645 | 33,734 | ||||||
Property and equipment, net |
6 | 32 | ||||||
Other assets |
29 | 27 | ||||||
Total assets |
$ | 32,680 | $ | 33,793 | ||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 212 | $ | 234 | ||||
Accrued expenses |
273 | 346 | ||||||
Total current liabilities |
485 | 580 | ||||||
Accrued expenses |
541 | - | ||||||
Income tax liability |
101 | 101 | ||||||
Other liabilities |
45 | - | ||||||
Total liabilities |
1,172 | 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 |
(183,440 |
) |
(181,837 |
) | ||||
Total stockholders’ equity |
31,508 | 33,112 | ||||||
Total liabilities and stockholders’ equity |
$ | 32,680 | $ | 33,793 |
INTERNET PATENTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months |
Six Months |
|||||||||||||||
2013 |
2012 |
2013 |
2012 |
|||||||||||||
Total revenues |
$ | - | $ | - | $ | - | $ | - | ||||||||
Operating expenses: |
||||||||||||||||
General and administrative |
1,157 | 979 | 1,613 | 1,816 | ||||||||||||
Total operating expenses |
1,157 | 979 | 1,613 | 1,816 | ||||||||||||
Loss from operations |
(1,157 |
) |
(979 |
) |
(1,613 |
) |
(1,816 |
) | ||||||||
Other income, expense, net |
5 | 68 | 10 | 168 | ||||||||||||
Net loss |
$ | (1,152 |
) |
$ | (911 |
) |
$ | (1,603 |
) |
$ | (1,648 |
) | ||||
Net loss per share: |
||||||||||||||||
Basic and diluted |
$ | (0.15 | ) | $ | (0.12 | ) | $ | (0.21 | ) | $ | ( 0.22 | ) | ||||
Shares used in computing per share amounts |
||||||||||||||||
Basic and diluted |
7,752 | 7,752 | 7,752 | 7,566 |
5