EX-99.1 2 a991pressreleaseissuedbyrp.htm EXHIBIT 99.1 - PRESS RELEASE ISSUED BY RPX CORPORATION DATED FEBRUARY 10, 2015 99.1 Press release issued by RPX Corporation dated February 10, 2015


EXHIBIT 99.1

 

RPX Announces Fourth Quarter and Fiscal 2014 Financial Results
 
SAN FRANCISCO – February 10, 2015 – RPX Corporation (NASDAQ: RPXC), the leading provider of patent risk management solutions, today announced its financial results for the fourth quarter and year ended December 31, 2014.
 
Highlights
 
Subscription revenue for the fourth quarter of fiscal 2014 was $63.5 million, up 10% compared to $57.9 million in the prior year period
Subscription revenue for fiscal 2014 totaled $251.4 million, up 12% compared to $224.7 million for fiscal 2013
Revenue for the fourth quarter of fiscal 2014 totaled $67.7 million, up 12% compared to $60.3 million in the prior year period
Revenue for fiscal 2014 totaled $259.3 million, up 9% compared to $237.5 million for fiscal 2013
Subsequent to the end of the quarter, RPX signed its first automaker client, Ford Motor Company

“We are very pleased to report solid growth and cash generation in our sixth full year of reducing NPE risk for technology companies,” said John Amster, Chief Executive Officer of RPX Corporation. “With 204 clients in our network, a growing insurance business, and numerous new initiatives underway, we’re excited about the opportunities in front of us.”

Share Repurchase Program
 
Separately RPX announced that its Board of Directors has authorized a share repurchase program under which the Company is authorized to repurchase up to $75 million of its outstanding common stock.

Summary Results
 
Revenue for the fourth quarter of fiscal 2014 was $67.7 million, compared to $60.3 million in the prior year period. Revenue for fiscal 2014 was $259.3 million, compared to $237.5 million for fiscal 2013.
 
Net acquisition spend during the quarter totaled $20.8 million, and included 12 new acquisitions of patent assets, in addition to the exercise of previously negotiated options to acquire licenses for new clients. Net acquisition spend during the year totaled $136.5 million.
 
GAAP net income for the fourth quarter was $9.9 million or $0.18 per diluted share, compared to $7.0 million or $0.13 per diluted share in the fourth quarter of 2013. GAAP net income for fiscal 2014 was $40.0 million or $0.73 per diluted share, compared to $40.8 million or $0.76 per diluted share for fiscal 2013.

Non-GAAP net income for the fourth quarter, which excludes stock-based compensation and the amortization of acquired intangibles (in each case, net of tax), was $13.3 million or $0.24 per pro forma diluted share[1], compared to $9.7 million or $0.18 per pro forma diluted share[1] in the fourth quarter of 2013. Non-GAAP net income for fiscal 2014 was $53.2 million or $0.97 per pro forma diluted share[1], compared to $52.7 million or $0.98 per pro forma diluted share[1] for fiscal 2013.

As of December 31, 2014, RPX had cash, cash equivalents and short-term investments of $317.5 million

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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 first quarter of fiscal 2015:
Subscription revenue[1]
 
$66.2 - $66.7 million
Fee-related revenue
 
$16.1 million
Total revenue
 
$82.3 - $82.8 million
Net income (non-GAAP)
 
$19.5 - $20.1 million
Effective tax rate (non-GAAP)
 
37%
Weighted-average diluted shares outstanding
 
55.3 million

The Company provided the following business outlook for the full year 2015:
Subscription revenue[1]
 
$265.0 - $275.0 million
Fee-related revenue
 
$20.0 - $25.0 million
Total revenue
 
$285.0 - $300.0 million
Cost of revenue (non-GAAP)
 
$145.0 - $150.0 million
SG&A (non-GAAP)
 
$60.0 - $64.0 million
Net income (non-GAAP)
 
$50.0 - $54.0 million
Effective tax rate (non-GAAP)
 
37%
Weighted-average diluted shares outstanding
 
55.9 million
Net acquisition spend
 
$170.0 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.
 ————————
[1] Subscription revenue is comprised of revenue generated from membership subscription services, premiums earned from insurance policies, and management fees.

Conference Call
 
RPX management will host a conference call and live webcast for analysts and investors at 2:00 p.m. PST/5:00 p.m. EST on February 10, 2015.  Parties in the United States and Canada can access the call by dialing 1-800-768-6490, using conference code 2611297.  International parties can access the call by dialing 1-785-830-7987, using conference code 2611297.
 
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 http://ir.rpxcorp.com. An audio replay of the conference call will also be available approximately 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 1-888-203-1112 and enter conference code 2611297.  International parties should call 1-719-457-0820 and enter conference code 2611297.
 

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About RPX Corporation
 
RPX Corporation (NASDAQ: RPXC) is the leading provider of patent risk solutions, offering defensive buying, acquisition syndication, patent intelligence, insurance services 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 and patent rights, RPX helps to mitigate and manage patent risk for its growing client network.

Use of Non-GAAP Financial Information
 
This news release dated February 10, 2015 contains non-GAAP financial measures.  Tables are provided in this news release that reconcile 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 cost of revenue, non-GAAP selling, general and administrative expenses, non-GAAP net income, and non-GAAP net income per share.

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 its non-GAAP operating results stock-based compensation expenses (inclusive of related employer payroll taxes), the amortization of acquired intangible assets (other than patents) and related tax effects. Management uses these non-GAAP measures to evaluate the Company’s financial results, and believes these non-GAAP measures may prove useful to investors who wish to consider the impact of certain items when comparing our 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. 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.
 
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 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 success of the Company’s new initiatives, 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,” “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
Allan W. Whitescarver
Market Street Partners
RPX Corporation
+1-415-445-3233
+1-415-852-3171
ir@rpxcorp.com
media@rpxcorp.com

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RPX Corporation
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Revenue
$
67,747

 
$
60,275

 
$
259,335

 
$
237,504

Cost of revenue
33,529

 
32,641

 
124,435

 
110,771

Selling, general and administrative expenses
18,059

 
16,732

 
71,679

 
62,525

(Gain) loss on sale of patent assets, net

 

 
(707
)
 
126

Operating income
16,159

 
10,902

 
63,928

 
64,082

Other income, net
88

 
43

 
354

 
213

Income before provision for income taxes
16,247

 
10,945

 
64,282

 
64,295

Provision for income taxes
6,372

 
3,951

 
24,315

 
23,512

Net income
$
9,875

 
$
6,994

 
$
39,967

 
$
40,783

Net income available to common stockholders:
 

 
 

 
 
 
 
Basic
$
9,875

 
$
6,994

 
$
39,967

 
$
40,763

Diluted
$
9,875

 
$
6,994

 
$
39,967

 
$
40,763

Net income available to common stockholders per common share:
 

 
 

 
 
 
 
Basic
$
0.18

 
$
0.13

 
$
0.75

 
$
0.78

Diluted
$
0.18

 
$
0.13

 
$
0.73

 
$
0.76

Weighted-average shares used in computing net income available to common stockholders per common share:
 

 
 

 
 
 
 
Basic
53,980

 
52,562

 
53,444

 
51,956

Diluted
54,995

 
54,296

 
54,818

 
53,652



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RPX Corporation
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 
December 31,
 
2014
 
2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
78,019

 
$
100,155

Short-term investments
239,514

 
190,567

Restricted cash
584

 
364

Accounts receivable
24,793

 
38,477

Prepaid expenses and other current assets
3,466

 
10,546

Deferred tax assets
4,400

 
3,817

Total current assets
350,776

 
343,926

Patent assets, net
236,349

 
219,954

Property and equipment, net
4,151

 
4,667

Intangible assets, net
3,526

 
1,718

Goodwill
19,978

 
16,460

Restricted cash, less current portion
1,091

 
1,454

Deferred tax assets, less current portion
93

 

Other assets
26,100

 
622

Total assets
$
642,064

 
$
588,801

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
235

 
$
332

Accrued liabilities
14,432

 
8,784

Deferred revenue
133,316

 
131,808

Deferred payment obligations

 
500

Other current liabilities
640

 
1,638

Total current liabilities
148,623

 
143,062

Deferred revenue, less current portion
2,893

 
5,935

Deferred tax liabilities

 
11,654

Other liabilities
4,877

 
3,227

Total liabilities
156,393

 
163,878

Stockholders’ equity:
 
 
 
Common stock
5

 
5

Additional paid-in capital
326,280

 
305,343

Retained earnings
159,494

 
119,527

Accumulated other comprehensive income (loss)
(108
)
 
48

Total stockholders’ equity
485,671

 
424,923

Total liabilities and stockholders’ equity
$
642,064

 
$
588,801



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RPX Corporation
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
Year Ended December 31,
 
2014
 
2013
Operating activities
 
 
 
Net income
$
39,967

 
$
40,783

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
123,138

 
108,629

Stock-based compensation
17,656

 
16,115

Excess tax benefit from stock-based compensation
(2,598
)
 
(3,857
)
(Gain) loss on sale of patent assets
(707
)
 
126

Amortization of premium on investments
6,585

 
6,013

Deferred taxes
(14,216
)
 
(3,302
)
Other
(500
)
 
116

Changes in assets and liabilities, net of business acquired:
 
 
 
Accounts receivable
14,006

 
(13,333
)
Other receivables

 
33,775

Prepaid expenses and other assets
3,565

 
(9,376
)
Accounts payable
(97
)
 
(236
)
Accrued and other liabilities
6,304

 
3,648

Deferred revenue
(1,634
)
 
33,372

Net cash provided by operating activities
191,469

 
212,473

Investing activities
 

 
 

Purchases of investments classified as available-for-sale
(224,548
)
 
(210,660
)
Maturities of investments classified as available-for-sale
174,650

 
147,052

Sales of investments classified as available-for-sale

 
1,099

Business acquisition
(2,286
)
 

(Increase) decrease in restricted cash
143

 
(1,818
)
Purchases of property and equipment
(1,511
)
 
(2,880
)
Acquisitions of patent assets
(136,968
)
 
(127,101
)
Deposit for acquisition of patent assets
(25,000
)
 

Proceeds from sale of patent assets
1,086

 
100

Net cash used in investing activities
(214,434
)
 
(194,208
)
Financing activities
 

 
 

Proceeds from exercise of stock options and other common stock issuances
3,159

 
5,151

Tax withholdings related to net share settlements of restricted stock units
(4,928
)
 
(756
)
Excess tax benefit from stock-based compensation
2,598

 
3,857

Net cash provided by financing activities
829

 
8,252

Net increase (decrease) in cash and cash equivalents
(22,136
)
 
26,517

Cash and cash equivalents at beginning of period
100,155

 
73,638

Cash and cash equivalents at end of period
$
78,019

 
$
100,155



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RPX Corporation
Reconciliation of Pro Forma Net Income Per Share
(in thousands, except per share data)
(unaudited)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Net income
$
9,875

 
$
6,994

 
$
39,967

 
$
40,783

Pro forma net income per share:
 
 
 
 
 
 
 
Basic
$
0.18

 
$
0.13

 
$
0.75

 
$
0.78

Diluted
$
0.18

 
$
0.13

 
$
0.73

 
$
0.76

Shares used in computing pro forma net income per share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Basic weighted-average common shares
53,980

 
52,562

 
53,444

 
51,956

Add: Restricted stock

 
3

 

 
25

Shares used in computing pro forma basic net income per share
53,980

 
52,565

 
53,444

 
51,981

Diluted:
 
 
 
 
 
 
 
Diluted weighted-average common shares
54,995

 
54,296

 
54,818

 
53,652

Add: Restricted stock

 
3

 

 
25

Shares used in computing pro forma diluted net income per share
54,995

 
54,299

 
54,818

 
53,677


RPX Corporation
Reconciliation of GAAP to Pro Forma Non-GAAP Net Income Per Share
(in thousands, except per share data)
(unaudited)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Net income
$
9,875

 
$
6,994

 
$
39,967

 
$
40,783

Stock-based compensation[1]
4,355

 
4,136

 
18,049

 
16,589

Amortization of acquired intangible assets[2]
436

 
349

 
1,476

 
1,418

Income tax adjustments[3]
(1,410
)
 
(1,737
)
 
(6,300
)
 
(6,094
)
Non-GAAP net income
$
13,256

 
$
9,742

 
$
53,192

 
$
52,696

Pro forma non-GAAP net income per share:
 
 
 
 
 
 
 
Basic
$
0.25

 
$
0.19

 
$
1.00

 
$
1.01

Diluted
$
0.24

 
$
0.18

 
$
0.97

 
$
0.98

Shares used in computing pro forma net income per share:
 
 
 
 
 
 
 
Basic
53,980

 
52,565

 
53,444

 
51,981

Diluted
54,995

 
54,299

 
54,818

 
53,677


 

7



RPX Corporation
Reconciliation of GAAP to Non-GAAP Cost of Revenue
(in thousands)
(unaudited)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Cost of revenue
$
33,529

 
$
32,641

 
$
124,435

 
$
110,771

Amortization of acquired intangible assets[2]
(55
)
 
(55
)
 
(225
)
 
(223
)
Non-GAAP cost of revenue
$
33,474

 
$
32,586

 
$
124,210

 
$
110,548


 
RPX Corporation
Reconciliation of GAAP to Non-GAAP Selling, General and Administrative Expenses
(in thousands)
(unaudited)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Selling, general and administrative expenses
$
18,059

 
$
16,732

 
$
71,679

 
$
62,525

Stock-based compensation[1]
(4,355
)
 
(4,136
)
 
(18,049
)
 
(16,589
)
Amortization of acquired intangible assets[2]
(381
)
 
(294
)
 
(1,251
)
 
(1,195
)
Non-GAAP selling, general and administrative expenses
$
13,323

 
$
12,302

 
$
52,379

 
$
44,741




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RPX Corporation
Additional Metrics
(in thousands, except client and headcount data)
(unaudited)
 
 
As of and for the Three Months Ended December 31,
Operating Metrics
 
2014
 
2013
Number of clients
 
204

 
168

Net additions
 
9

 
8

Trailing four quarters
 
36

 
28

Gross acquisition spend
 
$
21,760

 
$
41,100

Trailing four quarters
 
$
159,168

 
$
132,251

Net acquisition spend
 
$
20,810

 
$
40,350

Trailing four quarters
 
$
136,468

 
$
126,501

Full time equivalent headcount
 
152

 
137

 
 
As of and for the Three Months Ended December 31,
Financial Metrics
 
2014
 
2013
Subscription revenue[4]
 
$
63,546

 
$
57,912

Fee-related revenue
 
4,201

 
2,363

Total revenue
 
$
67,747

 
$
60,275

Cash, cash equivalents and short-term investments
 
$
317,533

 
$
290,722

Deferred revenue, current and non-current
 
$
136,209

 
$
137,743


[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] Amount reflects income taxes associated with the above noted non-GAAP exclusions.
[4] Subscription revenue is comprised of revenue generated from membership subscription services, premiums earned from insurance policies, and management fees.



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