EX-99.1 2 d579452dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

 

LOGO

RPX Announces First Quarter 2018 Financial Results

SAN FRANCISCO – May 1, 2018 – RPX Corporation (NASDAQ: RPXC), the leading provider of patent risk and discovery management solutions, today announced its financial results for the first quarter ended March 31, 2018.

Highlights

 

    Cash provided by operating activities in the first quarter ended March 31, 2018 was $33.2 million.

 

    The Company generated $15.1 million of free cash flow in the quarter.

 

    Total revenue for the quarter was $67.1 million compared to $75.4 million in the prior year period.

 

    Subscription revenue from patent risk management services—including insurance—was $40.5 million compared to $47.0 million in the prior year period.

 

    Discovery services revenue was $20.4 million compared to $18.0 million in the prior year period.

 

    This quarter’s results and prior periods are presented under the new revenue recognition standard, ASC 606.

Management noted that the quarter’s discovery services revenue included the positive impact from a few large European review projects ramping down slower than anticipated.

Summary Results

Revenue for the first quarter of 2018 and 2017 was $67.1 million and $75.4 million, respectively.

GAAP net income for the first quarter was $0.1 million or $0.00 per diluted share, compared to $5.7 million or $0.11 per diluted share in the first quarter of 2017.

Non-GAAP net income for the first quarter, which excludes stock-based compensation, the amortization of acquired intangibles and their related tax effects, was $4.9 million or $0.10 per diluted share, compared to $9.2 million or $0.19 per diluted share in the first quarter of 2017.

The Company generated free cash flow of $15.1 million of free cash flow in the first quarter ended March 31, 2018, which it defines as cash flow from operating activities less capital expenditures such as property and equipment and patent assets. Non-GAAP adjusted EBITDA was $37.1 million for the first quarter of 2018, less net patent spend of $17.3 million, resulting in non-GAAP adjusted EBITDA less net patent spend, of $19.8 million for the first quarter of 2018.

As of March 31, 2018, RPX’s patent segment had approximately 320 clients, consisting of patent risk management network members and insurance clients.

Net patent acquisition spend during the quarter totaled $17.3 million, and included 12 patent transactions.

As of March 31, 2018, RPX had cash, cash equivalents and short-term investments of $168.2 million.

 

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New Accounting Standard

RPX adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2018 using the full retrospective method. The prior periods presented here have been adjusted to reflect the adoption of ASC 606.

Transaction Announcement

Separately, RPX today announced it has entered into a definitive agreement to be acquired by HGGC, a leading middle market private equity firm, in an all-cash transaction valued at approximately $555 million. Due to the strategic review process, the Company did not repurchase shares during the first quarter. Further, as part of the announced agreement, the Company will suspend its dividend.

Due to the announced transaction, RPX will not be hosting the conference call and webcast previously scheduled for Tuesday, May 8, 2018 to discuss its first quarter 2018 financial results and will not be updating previously disclosed guidance.

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 March 31, 2018, RPX had invested over $2.4 billion to acquire more than 26,000 US and international patent assets and rights on behalf approximately 320 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 May 1, 2018 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 provision for income taxes, non-GAAP net income, non-GAAP adjusted EBITDA, non-GAAP net income per share, non-GAAP adjusted EBITDA less net patent spend, and free cash flow.

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), and (3) the related tax effects of these exclusions.

 

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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.

Notice to Investors and Security Holders

The tender offer for the outstanding common stock of RPX Corporation (“RPX”) related to the acquisition of RPX referred to in this communication has not yet commenced. This communication is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy the shares of RPX’s common stock will be made pursuant to an offer to purchase and related materials that Riptide Parent, LLC (“Parent”) and Riptide Purchaser, Inc. (“Purchaser”) intend to file with the Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Purchaser will file a Tender Offer Statement on Schedule TO with the SEC, and thereafter RPX will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. RPX, Purchaser and Parent will file other relevant materials in connection with the proposed acquisition of RPX by Purchaser pursuant to the terms of the merger agreement. RPX, Purchaser and Parent intend to mail these documents to the stockholders of RPX. All of the tender offer materials (and all other materials filed by RPX with the SEC) will also be available free of charge from the SEC through its website at www.sec.gov. INVESTORS AND STOCKHOLDERS OF RPX ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF RPX, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER OR WHETHER TO TENDER THEIR SHARES OF RPX COMMON STOCK PURSUANT TO THE OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION (INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER) AND THE PARTIES THERETO.

Forward-Looking Statements

Certain statements in this communication are forward-looking statements, including, without limitation, the statements made concerning the pending acquisition of RPX by Purchaser. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These statements reflect RPX’s current views concerning future events, including the planned completion of the tender offer and the anticipated merger, and are based on a number of assumptions

 

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that could ultimately prove inaccurate. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to RPX’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of RPX. Among others, the following factors could cause actual results to differ materially from those set forth in the forward-looking statements: (i) uncertainties as to the timing of the tender offer and the anticipated merger; (ii) uncertainties as to how many RPX stockholders will tender their shares of RPX common stock in the anticipated merger; (iii) the possibility that competing offers will be made; (iv) the possibility that various closing conditions for the transaction may not be satisfied or waived; (v) the risk that the merger agreement may be terminated in circumstances requiring RPX to pay a termination fee; (vi) risks related to obtaining the requisite consents to the tender offer and the anticipated merger, including, without limitation, the risk that a regulatory approval that may be required for the proposed transaction, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and the German Act of Restraints of Competition 1957, as amended (GWB), is delayed, is not obtained, or is obtained subject to conditions that are not anticipated; (vii) the possibility that the transaction may not be timely completed, if at all; (viii) the risk that, prior to the completion of the transaction, if at all, RPX’s business and its relationships with employees, collaborators, vendors and other business partners could experience significant disruption due to transaction-related uncertainty; (ix) the risk that stockholder litigation in connection with the tender offer or the anticipated merger may result in significant costs of defense, indemnification and liability; and (x) the risks and uncertainties pertaining to RPX’s business, including those detailed under “Risk Factors” and elsewhere in RPX’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Purchaser and the Solicitation/Recommendation Statement to be filed by RPX in connection with the tender offer. Other factors that could cause actual results to differ materially include those set forth in RPX’s SEC reports, including, without limitation, the risks described in RPX’s Annual Report on Form 10-K for its fiscal year ended December 31, 2017, which is on file with the SEC. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and RPX undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.

#    #    #

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

 

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RPX Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

 

     Three Months Ended March 31,  
     2018     2017  

Revenue

   $ 67,121     $ 75,415  

Cost of revenue

     42,230       44,130  

Selling, general and administrative expenses

     24,252       21,728  
  

 

 

   

 

 

 

Operating income

     639       9,557  
  

 

 

   

 

 

 

Interest and other income (expense), net:

    

Interest income

     327       165  

Interest expense

     (11     (908

Other income (expense), net

     546       210  
  

 

 

   

 

 

 

Total interest and other income (expense), net

     862       (533
  

 

 

   

 

 

 

Income before provision for income taxes

     1,501       9,024  

Provision for income taxes

     1,421       3,369  
  

 

 

   

 

 

 

Net income

   $ 80     $ 5,655  
  

 

 

   

 

 

 

Net income per share:

    

Basic

   $ —       $ 0.12  
  

 

 

   

 

 

 

Diluted

   $ —       $ 0.11  
  

 

 

   

 

 

 

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

    

Basic

     49,755       48,676  
  

 

 

   

 

 

 

Diluted

     50,267       49,305  
  

 

 

   

 

 

 

Dividends declared per common share

   $ 0.05     $ —    
  

 

 

   

 

 

 

 

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RPX Corporation

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

     March 31,
2018
    December 31,
2017
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 159,220     $ 138,710  

Short-term investments

     9,027       18,455  

Restricted cash

     192       249  

Accounts receivable, net

     77,485       63,860  

Prepaid expenses and other current assets

     26,228       34,398  
  

 

 

   

 

 

 

Total current assets

     272,152       255,672  

Patent assets, net

     119,619       131,888  

Property and equipment, net

     5,025       5,090  

Intangible assets, net

     47,716       49,087  

Goodwill

     72,511       70,756  

Restricted cash, less current portion

     968       968  

Deferred tax assets

     27,257       27,939  

Other assets

     18,985       20,233  
  

 

 

   

 

 

 

Total assets

   $ 564,233     $ 561,633  
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 3,610     $ 2,225  

Accrued liabilities

     11,011       15,736  

Deferred revenue

     89,246       85,790  

Other current liabilities

     2,115       1,485  
  

 

 

   

 

 

 

Total current liabilities

     105,982       105,236  

Deferred revenue, less current portion

     349       484  

Deferred tax liabilities

     3,697       3,657  

Other liabilities

     11,012       11,104  
  

 

 

   

 

 

 

Total liabilities

     121,040       120,481  
  

 

 

   

 

 

 

Stockholders’ equity:

    

Common stock

     5       5  

Additional paid-in capital

     378,748       376,793  

Retained earnings

     68,390       70,808  

Accumulated other comprehensive loss

     (3,950     (6,454
  

 

 

   

 

 

 

Total stockholders’ equity

     443,193       441,152  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 564,233     $ 561,633  
  

 

 

   

 

 

 

 

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RPX Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

     Three Months Ended March 31,  
     2018     2017  

Operating activities

    

Net income

   $ 80     $ 5,655  

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

    

Depreciation and amortization

     32,593       35,731  

Stock-based compensation

     3,690       2,734  

Amortization of premium on investments

     68       471  

Deferred income taxes

     580       1,911  

Unrealized foreign currency gain

     (751     (169

Other

     81       55  

Changes in assets and liabilities, net of business acquired:

    

Accounts receivable

     (13,126     32,303  

Prepaid expenses and other assets

     9,543       (8,000

Accounts payable

     1,348       (819

Accrued and other liabilities

     (4,259     (5,624

Deferred revenue

     3,320       6,996  
  

 

 

   

 

 

 

Net cash provided by operating activities

     33,167       71,244  
  

 

 

   

 

 

 

Investing activities

    

Purchases of investments

     (3,250     (3,875

Maturities of investments

     12,515       25,875  

Purchases of property and equipment

     (731     (362

Acquisitions of patent assets

     (17,321     (27,421
  

 

 

   

 

 

 

Net cash used in investing activities

     (8,787     (5,783
  

 

 

   

 

 

 

Financing activities

    

Repayment of principal on term debt

     —         (1,250

Proceeds from exercise of stock options

     142       422  

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

     (1,895     (1,708

Payments of capital leases

     (38     (104

Payments of dividends to stockholders

     (2,498     —    

Repurchase of common stock

     —         (4,491
  

 

 

   

 

 

 

Net cash used in financing activities

     (4,289     (7,131
  

 

 

   

 

 

 

Foreign-currency effect on cash, cash equivalents, and restricted cash

     362       35  

Net increase in cash, cash equivalents, and restricted cash

     20,453       58,365  

Cash, cash equivalents, and restricted cash at beginning of period

     139,927       101,576  
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash at end of period

   $ 160,380     $ 159,941  
  

 

 

   

 

 

 

 

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RPX Corporation

Reconciliation of GAAP to Non-GAAP Net Income Per Share

(in thousands, except per share data)

(unaudited)

 

     Three Months Ended March 31,  
     2018      2017  

Net income

   $ 80      $ 5,655  

Stock-based compensation[1]

     3,868        2,875  

Amortization of acquired intangible assets[2]

     2,172        2,348  

Tax effects of non-GAAP exclusions[3]

     (1,226      (1,639
  

 

 

    

 

 

 

Non-GAAP net income

   $ 4,894      $ 9,239  
  

 

 

    

 

 

 

Non-GAAP net income per share:

     

Basic

   $ 0.10      $ 0.19  
  

 

 

    

 

 

 

Diluted

   $ 0.10      $ 0.19  
  

 

 

    

 

 

 

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

     

Basic

     49,755        48,676  
  

 

 

    

 

 

 

Diluted

     50,267        49,305  
  

 

 

    

 

 

 

RPX Corporation

Reconciliation of GAAP to Non-GAAP Cost of Revenue

(in thousands)

(unaudited)

 

     Three Months Ended March 31,  
     2018      2017  

Cost of revenue

   $ 42,230      $ 44,130  

Stock-based compensation[1]

     (81      (95

Amortization of acquired intangible assets[2]

     (523      (525
  

 

 

    

 

 

 

Non-GAAP cost of revenue

   $ 41,626      $ 43,510  
  

 

 

    

 

 

 

RPX Corporation

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

(in thousands)

(unaudited)

 

     Three Months Ended March 31,  
     2018      2017  

Selling, general and administrative expenses

   $ 24,252      $ 21,728  

Stock-based compensation[1]

     (3,787      (2,780

Amortization of acquired intangible assets[2]

     (1,649      (1,823
  

 

 

    

 

 

 

Non-GAAP selling, general and administrative expenses

   $ 18,816      $ 17,125  
  

 

 

    

 

 

 

 

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RPX Corporation

Reconciliation of GAAP to Non-GAAP Provision for Income Taxes

(in thousands)

(unaudited)

 

     Three Months Ended
March 31,
 
     2018      2017  

Provision for income taxes

   $ 1,421      $ 3,369  

Tax effects of non-GAAP exclusions[4]

     1,226        1,639  
  

 

 

    

 

 

 

Non-GAAP provision for income taxes

   $ 2,647      $ 5,008  
  

 

 

    

 

 

 

RPX Corporation

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

(in thousands)

(unaudited)

 

     Three Months Ended March 31,  
     2018      2017  

Net income

   $ 80      $ 5,655  

Provision for income taxes

     1,421        3,369  

Interest and other (income) expense, net

     (862      533  

Stock-based compensation[1]

     3,868        2,875  

Depreciation and amortization

     32,593        35,731  
  

 

 

    

 

 

 

Non-GAAP adjusted EBITDA[4]

     37,100        48,163  

Net patent spend

     (17,321      (27,172
  

 

 

    

 

 

 

Non-GAAP adjusted EBITDA less net patent spend

   $ 19,779      $ 20,991  
  

 

 

    

 

 

 

RPX Corporation

Reconciliation of Cash Provided by Operating Activities to Free Cash Flow

(in thousands)

(unaudited)

 

     Three Months Ended March 31,  
     2018      2017  

Net cash provided by operating activities

   $ 33,167      $ 71,244  

Purchases of property and equipment

     (731      (362

Acquisitions of patent assets

     (17,321      (27,421
  

 

 

    

 

 

 

Free cash flow[6]

   $ 15,115      $ 43,461  
  

 

 

    

 

 

 

 

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RPX Corporation

Additional Metrics

(in thousands)

(unaudited)

 

     Three Months Ended March 31,  

Operating Metrics

   2018      2017  

Gross patent spend

   $ 19,464      $ 62,795  

Net patent spend

     17,321        27,172  
     As of and for the Three Months
Ended March 31,
 

Financial Metrics

   2018      2017  

Subscription revenue[5]

   $ 40,540      $ 47,046  

Fee-related revenue

     6,202        10,343  

Discovery revenue

     20,379        18,026  
  

 

 

    

 

 

 

Total revenue

   $ 67,121      $ 75,415  
  

 

 

    

 

 

 

Cash, cash equivalents and short-term investments

   $ 168,247      $ 226,606  

Deferred revenue, current and non-current

   $ 89,595      $ 105,847  

 

[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]  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).
[5]  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.
[6]  Free cash flow is a non-GAAP financial measure which the Company defines as cash flow from operating activities less capital expenditures such as property and equipment and patent assets.

 

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