Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Trading Symbol | RPXC | |
Entity Registrant Name | RPX Corporation | |
Entity Central Index Key | 1,509,432 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 51,368,138 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 157,713 | $ 94,983 |
Short-term investments | 46,533 | 231,015 |
Restricted cash | 853 | 701 |
Accounts receivable, net | 46,531 | 13,905 |
Prepaid expenses and other current assets | 12,704 | 12,643 |
Total current assets | 264,334 | 353,247 |
Patent assets, net | 229,025 | 254,560 |
Property and equipment, net | 7,289 | 4,733 |
Intangible assets, net | 67,466 | 1,801 |
Goodwill | 166,825 | 19,978 |
Restricted cash, less current portion | 1,062 | 727 |
Deferred tax assets | 25,973 | 6,896 |
Other assets | 7,802 | 16,619 |
Total assets | 769,776 | 658,561 |
Current liabilities: | ||
Accounts payable | 2,615 | 959 |
Accrued liabilities | 10,490 | 14,842 |
Deferred revenue | 135,518 | 110,921 |
Deferred payment obligations | 1,831 | 2,383 |
Current portion of long-term debt | 4,599 | 0 |
Other current liabilities | 1,370 | 467 |
Total current liabilities | 156,423 | 129,572 |
Deferred revenue, less current portion | 4,474 | 4,731 |
Deferred tax liabilities | 5,378 | 0 |
Long-term Debt, Excluding Current Maturities | 93,435 | |
Long-term debt | 98,034 | 0 |
Other liabilities | 8,460 | 7,779 |
Total liabilities | $ 268,170 | $ 142,082 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock | $ 5 | $ 5 |
Additional paid-in capital | 348,271 | 344,610 |
Retained earnings | 152,499 | 172,115 |
Accumulated other comprehensive income (loss) | 831 | (251) |
Total stockholders’ equity | 501,606 | 516,479 |
Total liabilities and stockholders’ equity | $ 769,776 | $ 658,561 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 79,735 | $ 83,287 |
Cost of revenue | 47,666 | 34,759 |
Selling, general and administrative expenses | 26,895 | 19,459 |
Operating income | 5,174 | 29,069 |
Other income, net | 1,805 | 121 |
Income before provision for income taxes | 6,979 | 29,190 |
Provision for income taxes | 2,742 | 11,159 |
Net income | $ 4,237 | $ 18,031 |
Net income per share: | ||
Basic (dollars per common share) | $ 0.08 | $ 0.33 |
Diluted (dollars per common share) | $ 0.08 | $ 0.33 |
Weighted-average shares used in computing net income per share: | ||
Basic (in shares) | 52,063 | 54,175 |
Diluted (in shares) | 52,616 | 55,197 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 4,237 | $ 18,031 |
Other comprehensive income, net of tax: | ||
Unrealized holding gains on available-for-sale securities arising during the period, net of tax | 151 | 84 |
Foreign currency translation adjustments | 931 | 0 |
Comprehensive income | $ 5,319 | $ 18,115 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net income | $ 4,237 | $ 18,031 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 44,555 | 34,011 |
Stock-based compensation | 4,929 | 3,881 |
Excess tax benefit from stock-based compensation | (23) | (316) |
Amortization of premium on investments | 549 | 1,435 |
Deferred taxes | 690 | (738) |
Unrealized foreign currency gain | (158) | 0 |
Fair value adjustments on deferred payment obligations | (1,920) | 0 |
Other | 152 | 0 |
Changes in assets and liabilities, net of business acquired: | ||
Accounts receivable, net | (19,277) | 9,442 |
Prepaid expenses and other assets | 4,508 | (5,323) |
Accounts payable | 144 | 1,348 |
Accrued and other liabilities | (7,495) | (6,802) |
Deferred revenue | 24,238 | 22,102 |
Net cash provided by operating activities | 55,129 | 77,071 |
Investing activities | ||
Purchases of investments | (1,000) | (57,663) |
Maturities of investments | 35,136 | 44,559 |
Sales of investments | 145,925 | 0 |
Business acquisition, net of cash acquired | (228,453) | 0 |
Increase in restricted cash | (152) | (201) |
Purchases of property and equipment | (983) | (547) |
Acquisitions of patent assets | (16,048) | (28,636) |
Net cash used in investing activities | (65,575) | (42,488) |
Financing activities | ||
Proceeds from deferred payment obligations | 0 | 6,270 |
Proceeds from issuance of term debt | 100,000 | 0 |
Payment of debt issuance costs | (2,003) | 0 |
Proceeds from exercise of stock options | 79 | 671 |
Taxes paid related to net-share settlements of restricted stock units | (993) | (857) |
Excess tax benefit from stock-based compensation | 23 | 316 |
Payments of capital leases | (99) | 0 |
Repurchase of common stock | (23,853) | (144) |
Net cash provided by financing activities | 73,154 | 6,256 |
Foreign-currency effect on cash and cash equivalents | 22 | 0 |
Net increase in cash and cash equivalents | 62,730 | 40,839 |
Cash and cash equivalents at beginning of period | 94,983 | |
Cash and cash equivalents at end of period | 157,713 | |
Non-cash investing and financing activities | ||
Change in patent assets purchased and accrued but not paid | (200) | 0 |
Unpaid cash consideration for business acquisition | 0 | 425 |
Nonmonetary exchange for investments | $ 0 | $ 5,935 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature Of Business | Nature of Business RPX Corporation (also referred to herein as “RPX” or the “Company”) helps companies reduce patent-related risk and expense by providing a subscription-based patent risk management solution that facilitates more efficient exchanges of value between owners and users of patents compared to transactions driven by actual or threatened litigation. The core of the Company’s solution is defensive patent aggregation, in which it acquires patents or licenses to patents that are being or may be asserted against the Company’s current or prospective clients. The Company occasionally enters into agreements to acquire covenants not to sue in order to further mitigate its clients’ litigation risk. The acquired patents, licenses to patents, patent rights and agreements for covenants not to sue are collectively referred to as “patent assets.” The Company’s clients pay an annual subscription fee and in return, receive a license from the Company to substantially all of its patent assets and access to its proprietary patent market intelligence and data. In some instances, the Company accepts a payment from a client to finance part or all of an acquisition involving patent assets that may cost more than the Company is prepared to spend with its own capital resources or that are relevant only to a very small number of clients. In these instances, the Company facilitates syndicated transactions that include contributions from participating clients in addition to their annual subscription fees. In addition to the Company’s core solution, in August 2012, the Company began underwriting patent infringement liability insurance policies to insure against certain costs of litigation. In March 2014, the Company formed a reinsurance company to assume a portion of the underwriting risk on insurance policies that the Company issues on behalf of a Lloyd’s of London underwriting syndicate. The Company began placing new policies under the reinsurance model in May 2014. As of and for the three months ended March 31, 2016 , the effect of the insurance policies that the Company has issued or assumed through its reinsurance business was not material to the Company’s results of operations, financial condition or cash flows. In January 2016 the Company acquired Inventus Solutions, Inc. ("Inventus") and through its wholly-owned subsidiary Inventus, the Company began offering its discovery services solution which provides technology-enabled services to assist leading law firms and corporate legal departments manage costs and risks related to the litigation discovery process. The Company's discovery services solution includes data hosting and backup, data processing and collection, project management, document review, and traditional document production. All of these services are designed to streamline the administration of litigation, investigations, and regulatory compliance. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated balance sheet as of March 31, 2016 , the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive income, and the condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015 , are unaudited. The condensed consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 , which was filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2016. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions for Form 10-Q and Regulation S-X for interim financial statements. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring items, necessary to state fairly the results of the interim periods have been included in the accompanying financial statements. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the year ending December 31, 2016. Significant Accounting Policies Other than revenue recognition for the Company's discovery services solution disclosed below, there have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2016 , as compared to the significant accounting policies presented under the heading “Basis of Presentation and Significant Accounting Policies” in Note 2 of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2016. The Company recognizes revenue from its discovery services solution in accordance with Accounting Standards Codification 605, Revenue Recognition ("ASC 605"). Under ASC 605, revenue is recognized when persuasive evidence of an arrangement exists, the related services are provided, the price is fixed or determinable, and collectability is reasonably assured. The following is a description of the Company's significant sources of revenue from its discovery services solution: • data hosting fees based on data stored and number of users; • fees for month-to-month delivery of services, such as data processing (conversion of data into organized, searchable electronic database), project management and data collection services; • document review services which assist clients in the manual review of data responsive to a legal matter; and • printing and binding services (paper-based services). The Company enters into agreements pursuant to which the Company offers various discovery services. Clients are generally billed monthly based on contractual unit prices and volumes for services delivered. The agreements are typically for an indefinite period of time, however, they are cancelable at will by either party. The Company is entitled to all fees incurred for services performed. The majority of the Company's discovery services revenue comes from two types of billing arrangements: usage based and fixed fee. Usage-based arrangements require the client to pay based upon predetermined unit prices and volumes for data hosing, data processing and paper-based services. Project management and review hours are billed based upon the number of hours worked by certain client service processionals at agreed upon rates. In fixed-fee billing arrangements, the Company agrees to a pre-established monthly fee over a specified term in exchange for various services. The fees are not tied to the attainment of any contractually defined objectives and the monthly fee is nonrefundable. Based on an evaluation of the discovery services delivered to each client, the Company has determined that each deliverable has stand-alone value to the client as each of the Company’s discovery services can be sold on a stand-alone basis by the Company and the discovery services are available from other vendors. Additionally, discovery services do not carry a significant degree of risk or unique acceptance criteria that would require a dependency on the performance of future services. The Company recognizes revenue from these arrangements based on contractually stated prices. The Company allocates revenue to the various units of accounting in its arrangements based on the best estimate of selling price for each unit of accounting, which are consistent with the stated prices in those arrangements. The Company’s discovery services arrangements do not include any substantive general rights of return or other contingencies. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). This ASU affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions that include the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and forfeiture rate calculations. ASU 2016-09 will become effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance for gross versus net considerations in Topic 606. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing , which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. These ASUs will be effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. In February 2016 the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard is effective for interim and annual periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which amends guidance related to certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for fiscal years beginning after December 15, 2018, and interim periods in those years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which will supersede most existing revenue recognition guidance in U.S. generally accepted accounting principles (“U.S. GAAP”) once it becomes effective. ASU 2014-09 requires an entity to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 will be effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. |
Net Income Available to Common
Net Income Available to Common Stockholders | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Available to Common Stockholders | Net Income Per Share Basic and diluted net income per share are computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by using the weighted-average number of shares of common stock outstanding during the period, including potentially dilutive shares. Potentially dilutive shares include outstanding stock options and restricted stock units ("RSUs"). The dilutive effect of potentially dilutive shares is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair value of the Company's common stock can result in a greater dilutive effect from potentially dilutive shares. The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Numerator: Net income $ 4,237 $ 18,031 Denominator: Basic shares: Weighted-average shares used in computing basic net income per share 52,063 54,175 Diluted shares: Weighted-average shares used in computing basic net income per share 52,063 54,175 Dilutive effect of stock options and restricted stock units using the treasury-stock method 553 1,022 Weighted-average shares used in computing diluted net income per share 52,616 55,197 Net income per share: Basic $ 0.08 $ 0.33 Diluted $ 0.08 $ 0.33 The following securities were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2016 2015 Outstanding weighted-average: Stock options 805 922 Restricted stock units 2,559 714 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Financial Instruments The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2016 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Assets: Cash equivalents: Money market funds $ 4,769 $ — $ — $ 4,769 $ — $ 4,769 $ — U.S. government and agency securities 3,110 — — 3,110 3,110 — — $ 7,879 $ — $ — $ 7,879 $ 3,110 $ 4,769 $ — Short-term investments: U.S. government and agency securities $ 1,002 $ — $ — $ 1,002 $ — $ 1,002 $ — Municipal bonds 41,348 2 (36 ) 41,314 — 41,314 — Corporate bonds 3,589 — (21 ) 3,568 — 3,568 — Equity securities 123 — (45 ) 78 78 — — $ 46,062 $ 2 $ (102 ) $ 45,962 $ 78 $ 45,884 $ — Liabilities: Current liabilities: Deferred payment obligation $ 2,383 $ 1,920 $ — $ 463 $ — $ — $ 463 December 31, 2015 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Assets: Cash equivalents: Commercial paper $ 7,997 $ — $ — $ 7,997 $ — $ 7,997 $ — U.S. government and agency securities — — — — — — — Municipal bonds 1,635 — — 1,635 — 1,635 — Money market funds 54,663 — — 54,663 54,663 — — $ 64,295 $ — $ — $ 64,295 $ 54,663 $ 9,632 $ — Short-term investments: Municipal bonds $ 133,033 $ — $ (96 ) $ 132,937 $ — $ 132,937 $ — Commercial paper 5,493 — (3 ) 5,490 — 5,490 — Corporate bonds 30,488 3 (93 ) 30,398 — 30,398 — U.S. government and agency securities 61,559 — (62 ) 61,497 — 61,497 — Equity securities 123 — — 123 123 — — $ 230,696 $ 3 $ (254 ) $ 230,445 $ 123 $ 230,322 $ — Liabilities: Current liabilities: Deferred payment obligations $ 2,383 $ — $ — $ 2,383 $ — $ — $ 2,383 The Company's financial assets are generally classified as available-for-sale. Available-for-sale securities are reported at fair value, with unrealized gains and losses, net of tax, included as a separate component of stockholders’ equity within accumulated other comprehensive income (loss). Realized gains and losses on these securities are included in other income, net in the Company’s condensed consolidated statements of operations and have not been material for all periods presented. As of March 31, 2016 and December 31, 2015 , approximately 73% and 87% , respectively, of the Company's marketable security investments mature within one year and 27% and 13% , respectively, mature within one to five years. As of March 31, 2016 , no individual securities incurred continuous unrealized losses for greater than 12 months . As of March 31, 2016 and December 31, 2015 , the Company had short-term cost method investments of $0.6 million which are recorded at amortized cost in short-term investments in the Company's condensed consolidated balance sheets. In connection with the Rockstar Transaction (see Note 12, "Commitments and Contingencies"), the Company received funding of $6.3 million from a syndicate participant. At March 31, 2016 , the fair value of the loan from the syndicate participant was $0.5 million and was categorized as Level 3 and recorded as a deferred payment obligation in the Company's condensed consolidated balance sheets. Level 3 Valuation Techniques Level 3 financial liabilities consist of a repayment obligation to a third party for which determination of fair value requires significant judgment and estimation. Balances categorized within Level 3 of the fair value hierarchy are analyzed each period for changes in estimates or assumptions and recorded as the Company deems appropriate. The Company uses the Black-Scholes option valuation model to estimate the fair value of the deferred payment obligation entered into in the Rockstar Transaction. This model incorporates assumptions about details such as the value of underlying securities, expected terms, maturity, risk-free interest rates, as well as volatility. A significant change in volatility and expected term could result in a significant change in fair value. The risk-free interest rate was based on the implied yield currently available on U.S. Treasury zero coupon issues with an equivalent remaining term at the measurement date. The expected volatility was calculated using the standard deviation of the underlying security's weekly returns over the estimated period of time to take to settle the liability. The expected term of the liability is determined by the estimated settlement date of the liability. Changes in the fair value are recorded in other income, net in the Company's condensed consolidated statements of operations. As of March 31, 2016 , there were no transfers in or out of Level 3 from other levels of the fair value hierarchy. |
Patent Assets, Net
Patent Assets, Net | 3 Months Ended |
Mar. 31, 2016 | |
Patent Assets, Net [Abstract] | |
Patent Assets, Net | ent assets, net, consisted of the following (in thousands): December 31, Additions Disposals March 31, Patent assets $ 824,258 $ 16,248 $ (2,885 ) $ 837,621 Accumulated amortization (569,698 ) (41,754 ) 2,856 (608,596 ) Patent assets, net $ 254,560 $ 229,025 The Company’s acquired patent assets relate to technologies used or supplied by companies in a variety of market sectors, including consumer electronics, e-commerce, financial services, media distribution, mobile communications, networking, semiconductors and software. The Company amortizes each acquired portfolio of patent assets on a straight-line basis over its estimated economic useful life. As of March 31, 2016 , the estimated economic useful lives of the Company’s patent assets generally ranged from 24 to 60 months . As of March 31, 2016 , the weighted-average estimated economic useful life at the time of acquisition of all patent assets acquired since the Company’s inception was 43 months . As of March 31, 2016 , the Company expects amortization expense in future periods to be as follows (in thousands): 2016 (remainder) $ 100,925 2017 81,209 2018 29,213 2019 14,668 2020 3,010 Total estimated future amortization expense $ 229,025 Amortization expense related to the Company's patent assets was $41.8 million and $33.1 million for the three months ended March 31, 2016 and 2015 , respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): March 31, December 31, Internal-use software $ 8,049 $ 7,654 Leasehold improvements 1,964 1,799 Computer, equipment and software 3,849 1,387 Furniture and fixtures 935 818 Construction-in-progress 9 — Total property and equipment, gross 14,806 11,658 Less: Accumulated depreciation and amortization (7,517 ) (6,925 ) Total property and equipment, net $ 7,289 $ 4,733 Depreciation and amortization expense related to the Company's property and equipment was $0.6 million and $0.5 million for the three months ended March 31, 2016 and 2015 , respectively. |
Business Combinations Disclosur
Business Combinations Disclosure (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | siness Combinations On January 22, 2016, the Company completed its acquisition of all of the issued and outstanding shares of Inventus Solutions, Inc. ("Inventus"), to expand into the litigation discovery management services market. The final purchase price for Inventus was approximately $232 million , net of working capital adjustments, which the Company paid during the three months ended March 31, 2016 . The following table summarizes the cash paid and the preliminary estimated fair values of the assets and the liabilities assumed (in thousands) and the estimated useful lives of the acquired identifiable intangible assets: Preliminary Estimated Fair Value Estimated useful life Current assets $ 19,692 Intangible assets: Customer relationships 58,000 9 - 10 years Trademarks 3,200 1 - 6 years Developed technology 6,400 3 years Goodwill 145,984 Property, plant, equipment and other long term assets 3,012 Deferred tax asset 10,595 Current liabilities (7,280 ) Deferred tax liability (5,477 ) Other long term liabilities (826 ) Cash purchase consideration paid $ 233,300 The Company’s purchase price allocation for its acquisition of Inventus is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but at that time was unknown to the Company may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. The intangible assets acquired are amortized on a straight-line basis which reflects the pattern in which the economic benefits of the intangible assets are expected to be utilized. The goodwill recorded is primarily attributable to the Company's opportunity to expand into the litigation discovery management market and is not expected to be deductible for tax purposes. For the three months ended March 31, 2016 , the Company recorded acquisition-related costs of $1.2 million which were expensed as incurred and included in selling, general and administrative expenses in the Company's condensed consolidated statements of operations. The Company has included the financial results of Inventus in its condensed consolidated financial statements from the acquisition date which includes $10.6 million of revenue and $0.6 million of operating income attributable to Inventus in the Company's condensed consolidated statement of operations for the three months ended March 31, 2016 . The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Inventus as though the companies had been combined as of January 1, 2015, and includes the accounting effects resulting from the acquisition including amortization charges from the acquired intangible assets, $13.5 million of transaction costs incurred which were directly attributable to the acquisition of Inventus, and elimination of interest expenses and debt issuance and extinguishment costs associated with Inventus's historical debt which was extinguished upon the Company's acquisition of Inventus. This unaudited pro forma information also adjusts for Inventus's acquisition of London based Unified OS Limited and certain of its affiliates as well as certain assets of Kooby LLP ("Unified"). The following unaudited pro forma financial information is for information purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2015 (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Revenue $ 82,675 $ 95,551 Net income 4,826 3,290 Basic and diluted net income per share $ 0.09 $ 0.06 |
Goodwill (Notes)
Goodwill (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure [Text Block] | Goodwill The changes in the carrying amounts of goodwill by operating segment were as follows (in thousands): Patent Risk Management Discovery Services Total Balance as of December 31, 2015 $ 19,978 $ — $ 19,978 Goodwill from business acquisition — 145,984 145,984 Foreign currency translation adjustments — 863 863 Balance as of March 31, 2016 $ 19,978 $ 146,847 $ 166,825 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net, consisted of the following (in thousands): March 31, 2016 December 31, 2015 Weighted-average Life (years) Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Covenant not to compete 3.0 $ 1,900 $ (1,129 ) $ 771 $ 1,900 $ (971 ) $ 929 Proprietary data and models 3.7 2,100 (1,838 ) 262 2,100 (1,694 ) 406 Customer relationships 9.3 59,244 (1,907 ) 57,337 1,050 (659 ) 391 Trademarks 4.8 4,922 (1,858 ) 3,064 1,720 (1,645 ) 75 Developed technology 3.0 6,562 (530 ) 6,032 120 (120 ) — $ 74,728 $ (7,262 ) $ 67,466 $ 6,890 $ (5,089 ) $ 1,801 As of March 31, 2016 , the Company expects amortization expense in future periods to be as follows (in thousands): 2016 (remainder) $ 7,699 2017 9,352 2018 8,821 2019 6,801 2020 6,674 Thereafter 28,119 Total estimated future amortization expense $ 67,466 Amortization expense related to the Company's intangible assets was $2.2 million and $0.4 million for the three months ended March 31, 2016 and 2015 , respectively. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued And Other Current Liabilities | Accrued Liabilities Accrued liabilities consisted of the following (in thousands): March 31, December 31, Accrued payroll-related expenses $ 6,948 $ 11,105 Accrued expenses 3,542 3,737 Total accrued liabilities $ 10,490 $ 14,842 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 26, 2016, the Company entered into a Credit Agreement (the "Credit Agreement") which provided for a $100 million five -year term facility (the "Term Facility") and a $50 million five -year revolving credit facility (the "Revolving Credit Facility"), which remains undrawn as of March 31, 2016 . The Term Facility bears interest which is payable quarterly in arrears at the Company's option equal to either a base rate plus a margin ranging from 1.25% to 1.75% per annum or, at the Company's election, the one-, two-, three, or six-month London interbank offered rate ("LIBOR") plus a margin ranging from 2.25% to 2.75% per annum, based upon the ratio of the Company's debt to consolidated EBITDA ratio. The outstanding balance on the Term Facility bore interest during the three months ended March 31, 2016 at an average interest rate of 2.94% during the period which approximates fair value. The Revolving Credit Facility bears a commitment fee on undrawn balances of 0.35% to 0.45% per annum, also based upon the Company's debt to consolidated EBITDA ratio, which are expensed as incurred. The Credit Agreement contains certain financial covenants requiring the Company to maintain certain leverage and fixed charge ratios. The Credit Agreement also includes limitations on the Company's debt incurrence, dividend payments, and disposal activities. The Term Facility requires repayments of principal in accordance with the following schedule (in thousands): 2016 $ 3,750 2017 6,875 2018 9,375 2019 11,875 2020 18,125 2021 50,000 Long-term debt, gross 100,000 Unamortized debt issuance costs (1,966 ) Long-term debt, net $ 98,034 Reported as: Current portion of long-term debt $ 4,599 Long-term debt 93,435 Total $ 98,034 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies Commitments The Company generally does not enter into long-term minimum purchase commitments. Its principal long-term commitments consist of obligations under operating leases for office space. Other than certain commitments obtained through the Company's acquisition of Inventus as shown below, there were no substantial changes to the Company’s contractual obligations or commitments during the three months ended March 31, 2016 as compared to those presented under the heading “Commitments and Contingencies” in Note 10 of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2016. Rent expense related to non-cancelable operating leases was $1.2 million and $0.9 million for the three months ended March 31, 2016 and 2015 , respectively, net of sublease income of $0.2 million earned during each period. The aggregate future non-cancelable minimum lease payments from the Company's operating leases acquired through its acquisition of Inventus are as follows as of March 31, 2016 (in thousands): 2016 $ 742 2017 1,148 2018 1,135 2019 904 2020 619 Thereafter 838 Future non-cancelable minimum operating lease payments $ 5,386 Less: minimum payments to be received from non-cancelable subleases (629 ) Total future non-cancelable minimum operating lease payments, net $ 4,757 Through its acquisition of Inventus, the Company also acquired a three year contractual commitment totaling $5.3 million related to its third-party discovery service software license, of which $1.8 million remains unpaid and will be paid within twelve months. Deferred Payment Obligations On December 22, 2014, the Company and RPX Clearinghouse LLC (a wholly-owned subsidiary of the Company) entered into an Asset Purchase Agreement by and among Rockstar Consortium US LP, Rockstar Consortium LLC, Bockstar Technologies LLC, Constellation Technologies LLC, MobileStar Technologies LLC, and NetStar Technologies LLC (the “Sellers”), for the purchase of substantially all of the patent assets owned or controlled by the Sellers (the “Rockstar Transaction”). In connection with the Rockstar Transaction, the Company acquired certain common stock, convertible preferred stock, and redeemable convertible preferred stock investments held by the Sellers. To fund the acquisition of these securities, the Company received funding of $6.3 million from a syndicate participant and seller financing of $5.9 million . The loan from the syndicate participant was settled on April 4, 2016 and the seller financing was settled during the year ended December 31, 2015. The loan received from the syndicate participant bore no interest. The terms of the obligation required repayment up to the $6.3 million received only to the extent proceeds are received from the sale of the common and convertible preferred stock securities, which resulted in a difference between the funding received and the fair value of the loan. The Company elected to carry this loan at fair value and categorized it as a Level 3 instrument due to the significance of unobservable inputs developed using company-specific information to estimate the loan’s fair value. Changes in fair value are reported in other income, net in the Company's condensed consolidated statements of operations. During the three months ended March 31, 2016 , the fair value of this loan decreased from $2.4 million to $0.5 million , resulting in a gain of $1.9 million recognized in other income, net in the condensed consolidated statements of operations. Litigation From time to time, the Company may be a party to various litigation claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation or contingencies. A liability is recorded when and if it is determined that such a liability for litigation or contingencies is both probable and reasonably estimable. No liability for litigation or contingencies was recorded as of March 31, 2016 or December 31, 2015 . In June 2013, Kevin O’Halloran, as Trustee of the Liquidating Trust of Teltronics, Inc. (the “Debtor”), filed a complaint in the U.S. Bankruptcy Court for the Middle District of Florida against the Company and Harris Corporation (the “Defendants”). The complaint alleges that the Defendants are liable under federal and state bankruptcy law regarding fraudulent transfers for the value of a patent portfolio purchased by the Company from Harris Corporation pursuant to an agreement entered into in January 2009, and within four years of the date the Debtor filed its petition in bankruptcy. In February 2015, the Court held a trial and in November 2015 entered judgment in favor of the Defendants. In December 2015, the Debtor filed an appeal of the judgment. The Company is not currently able to determine whether there is a reasonable possibility that a loss has been incurred, nor can it estimate the potential loss or range of the potential loss that may result from this litigation. In March 2012, Cascades Computer Innovations LLC filed a complaint in U.S. District Court for the Northern District of California (the “Court”) against the Company and five of its clients (collectively the “Defendants”). The complaint alleges that the Defendants violated federal antitrust law, California antitrust law and California unfair competition law. The complaint further alleges that after the Company terminated its negotiations with the plaintiff to license certain patents held by the plaintiff, the Defendants violated the law by jointly refusing to negotiate or accept licenses under the plaintiff’s patents. The plaintiff seeks unspecified monetary damages and injunctive relief. In January 2013, the Court dismissed the complaint against the Defendants and granted the plaintiff leave to amend its complaint. In February 2013, the plaintiff filed an amended lawsuit alleging that the Defendants violated federal antitrust law, California antitrust law and California unfair competition law. In April 2016, the Court entered a final judgment in favor of the Defendants on all the plaintiff's claims. In April 2016, the plaintiff filed an appeal of the judgment. The Company is not currently able to determine whether there is a reasonable possibility that a loss has been incurred, nor can it estimate the potential loss or range of the potential loss that may result from this litigation. In April 2016, Sourceprose Corporation filed a complaint in the U.S. District Court for the Western District of Texas against the Company alleging breach of an agreement with the plaintiff to purchase certain patent assets and breach of a non-disclosure agreement with plaintiff. The plaintiff seeks monetary damages and injunctive relief. The Company is not currently able to determine whether there is a reasonable possibility that a loss has been incurred, nor can we estimate the potential loss or range of the potential loss that may result from this litigation. Guarantees and Indemnifications The Company has, in connection with the sale of patent assets, agreed to indemnify and hold harmless the buyer of such patent assets for losses resulting from breaches of representations and warranties made by the Company. The terms of these indemnification agreements are generally perpetual. The maximum amount of potential future indemnification is unlimited. To date, the Company has not paid any amount to settle claims or defend lawsuits. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements since these obligations are not capped but are conditional to the unique facts and circumstances involved. The Company had no liabilities recorded for these agreements as of March 31, 2016 or December 31, 2015 . The Company has no reason to believe that there is any material liability related to such indemnification provisions. The Company does not indemnify its clients for patent infringement. In accordance with its amended and restated bylaws, the Company also indemnifies certain officers and employees for losses incurred in connection with actions, suits or proceedings threatened or brought against such officer or employee arising from his or her service to the Company as an officer or employee, subject to certain limitations. The term of the indemnification period is indefinite. The maximum amount of potential future indemnification is unspecified. The Company has no reason to believe that there is any material liability for actions, events or occurrences that have occurred to date. Reserves for Known and Incurred but not Reported Claims In August 2012, the Company began offering insurance to cover certain costs of litigation brought against its insured clients. As of March 31, 2016 , the Company recorded a reserve of $0.6 million for known and incurred but not reported claims that represents estimated claim costs and related expenses. The Company regularly reviews its loss reserves using a variety of actuarial techniques and updates them as its loss experience develops. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity and Share-based Compensation [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Plans A summary of the Company’s activity under its equity-settled award plans and related information is as follows (in thousands, except per share data): Options Outstanding Shares Available for Grant Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance - December 31, 2015 3,159 2,340 $ 11.11 Shares authorized (1) 2,000 — — Options exercised — (26 ) 3.28 Options forfeited/canceled 20 (20 ) 4.96 Restricted stock units granted (2,272 ) — — Restricted stock units forfeited 198 — — Restricted stock units withheld related to net-share settlement of restricted stock units 103 — — Balance - March 31, 2016 3,208 2,294 11.25 4.8 $ 4,500 Vested and exercisable - March 31, 2016 2,162 11.42 4.8 4,137 Vested and expected to vest - March 31, 2016 2,290 11.26 4.8 4,486 ( 1) In the first quarter of 2016 , the Company reserved an additional 2,000,000 shares of its common stock for future issuance under the 2011 Plan. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2016 and 2015 was $0.2 million and $1.6 million , respectively. The total grant date fair value of stock options vested during the three months ended March 31, 2016 and 2015 was $0.6 million and $0.9 million , respectively. Restricted Stock Units The summary of RSU activity, which includes performance-based restricted stock units (“PBRSUs”), is as follows (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested units - December 31, 2015 2,490 $ 13.35 Granted 2,272 11.30 Vested (279 ) 13.73 Forfeited (198 ) 13.37 Non-vested units - March 31, 2016 4,285 12.21 $ 48,250 The total grant date fair value of RSUs vested during the three months ended March 31, 2016 and 2015 was $2.8 million and $2.3 million , respectively. In October 2013, the Board of Directors approved net-share settlement for tax withholdings on RSU vesting. During the three months ended March 31, 2016 , the Company withheld issuing 102,841 shares of its common stock based on the value of the RSUs on their vesting dates as determined by the Company’s closing common stock price. Total payments to taxing authorities for employees’ minimum tax obligations were $1.0 million for the three months ended March 31, 2016 , and were recorded as a reduction to additional paid-in capital and reflected as a financing activity within the condensed consolidated statements of cash flows. The net-share settlements reduced the number of shares that would have otherwise been issued on the vesting date and increased the number of shares reserved for future issuance under the 2011 Plan. Stock-Based Compensation Related to Employees and Directors The fair value of RSUs granted to employees and directors is measured by reference to the fair value of the underlying shares on the date of grant. Stock-based compensation expense related to stock options granted to employees and directors was $0.5 million and $0.7 million for the three months ended March 31, 2016 and 2015 , respectively. Stock-based compensation expense related to RSUs granted to employees and directors was $4.2 million and $3.0 million for the three months ended March 31, 2016 and 2015 , respectively. Stock-based compensation expense related to PBRSUs granted to employees was $0.3 million and $0.1 million for the three month periods ended March 31, 2016 and 2015 , respectively. As of March 31, 2016 , there was $0.6 million and $47.7 million of unrecognized compensation cost related to stock options and RSUs, including PBRSUs, respectively, which is expected to be recognized over a weighted-average period of 0.4 years and 3.1 years , respectively. Future grants of equity awards will increase the amount of stock-based compensation expense to be recorded. Stock Repurchase Program On February 10, 2015, the Company announced that its Board of Directors had authorized a share repurchase program under which the Company is authorized to repurchase up to $75.0 million of its outstanding common stock with no expiration date from the date of authorization. In March 2016, the Company increased its share repurchase program by $25 million , for a total amount authorized of $100 million . As of March 31, 2016 , the Company repurchased $50.0 million of the outstanding common stock. Under the program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The share repurchase program does not have an expiration date and may be suspended, terminated or modified at any time for any reason. The Company’s share repurchase program does not obligate it to acquire any specific number of shares. The Company repurchased shares of its common stock in the open market, which were retired upon repurchase. The purchase price for the repurchased shares are reflected as a reduction to common stock and retained earnings in the Company's condensed consolidated balance sheet during the period presented as follows (in thousands, except per share data): Shares Repurchased Average Price per Share Value of Shares Repurchased Cumulative repurchase activity as of January 1, 2016 1,993 $ 13.12 $ 26,175 Repurchase activity during the period 2,259 10.56 23,853 Cumulative repurchase activity as of March 31, 2016 4,252 $ 11.77 $ 50,028 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company uses an estimated annual effective tax rate based upon a projection of its annual fiscal year results to measure the income tax benefit or expense recognized in each interim period. The Company’s effective tax rate, including the impact of discrete benefit items, was 39% and 38% for the three months ended March 31, 2016 and 2015 , respectively. The Company's 2012 through 2015 tax periods are open to examination by the Internal Revenue Service and the 2011 through 2015 tax periods are open to examination by most state tax authorities. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-party transactions | Related-Party Transactions During the three months ended March 31, 2016 and 2015 , three and five members, respectively, of the Company’s Board of Directors also served on the boards of directors of RPX clients. The Company recognized subscription revenue from these clients in the amount of $2.4 million for each three month period ended March 31, 2016 and 2015 . The Company recognized selling, general, and administrative expenses from products and services provided by these clients of $0.1 million for each three month period ended March 31, 2016 and 2015 . As of March 31, 2016 and December 31, 2015 , there were $1.7 million and nil receivables, respectively, due from these clients. These transactions with related-parties were conducted on terms equivalent to those prevailing in arm's length transactions. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise about which separate financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. Prior to the acquisition of Inventus in January 2016, the Company’s Chief Executive Officer reviewed financial information presented on a consolidated basis and, as a result, the Company concluded that there was only one operating and reportable segment. Subsequent to the acquisition of Inventus (see Note 7, Business Combinations), the Company's Chief Executive Officer reviews financial information for the legacy RPX business separately from the acquired company. Therefore as of March 31, 2016, the Company has two reportable segments: 1) RPX which generates its revenues primarily from its patent risk management solution and 2) Inventus which generates its revenues primarily from litigation discovery management services. There are no significant internal revenue transactions between these two reportable segments. Although Adjusted EBITDA is not a measure of financial performance determined in accordance with GAAP, the Company's Chief Operating Decision Maker evaluates segment financial performance by utilizing the segment's Adjusted EBITDA because the Company believes it is a useful supplemental measure which reflects core operating performance and provides an indicator of the segment's ability to generate cash. The Company defines Adjusted EBITDA as operating income exclusive of stock-based compensation and related employer payroll taxes, depreciation, and amortization. Summarized financial information by segment for the three months ended March 31, 2016 utilized by the Company's Chief Operating Decision Maker is as follows (in thousands): Three Months Ended March 31, 2016 Patent Risk Management Revenue $ 69,157 Cost of revenue 42,632 Selling, general and administrative expenses 21,934 Operating income 4,591 Stock-based compensation, including related taxes 4,934 Depreciation and amortization 42,657 Adjusted EBTIDA $ 52,182 Discovery Services Revenue $ 10,578 Cost of revenue 5,034 Selling, general and administrative expenses 4,961 Operating income 583 Stock-based compensation, including related taxes 88 Depreciation and amortization 1,898 Adjusted EBTIDA $ 2,569 Consolidated Revenue $ 79,735 Cost of revenue 47,666 Selling, general and administrative expenses 26,895 Operating income $ 5,174 The Company markets its solutions to companies around the world. Revenue is generally attributed to geographic areas based on the country in which the client is domiciled. The following table presents revenue by location and revenue generated by country as a percentage of total revenue for the applicable period, for countries representing 10% or more of revenues for one or more of the periods presented (dollars in thousands): Three Months Ended March 31, 2016 2015 United States $ 47,526 60 % $ 55,185 66 % Japan 9,005 11 9,332 11 Rest of world 23,204 29 18,770 23 Total revenue $ 79,735 100 % $ 83,287 100 % |
Basis of Presentation and Sig22
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet as of March 31, 2016 , the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive income, and the condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015 , are unaudited. The condensed consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 , which was filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2016. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions for Form 10-Q and Regulation S-X for interim financial statements. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring items, necessary to state fairly the results of the interim periods have been included in the accompanying financial statements. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the year ending December 31, 2016. |
Net Income Available to Commo23
Net Income Available to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share Available To Common Stockholders | The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Numerator: Net income $ 4,237 $ 18,031 Denominator: Basic shares: Weighted-average shares used in computing basic net income per share 52,063 54,175 Diluted shares: Weighted-average shares used in computing basic net income per share 52,063 54,175 Dilutive effect of stock options and restricted stock units using the treasury-stock method 553 1,022 Weighted-average shares used in computing diluted net income per share 52,616 55,197 Net income per share: Basic $ 0.08 $ 0.33 Diluted $ 0.08 $ 0.33 |
Anti-Dilutive Securities Not Included In Diluted Shares Outstanding Calculation | The following securities were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2016 2015 Outstanding weighted-average: Stock options 805 922 Restricted stock units 2,559 714 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Finance Assets Measured At Fair Value On A Recurring Basis | The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis (in thousands): March 31, 2016 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Assets: Cash equivalents: Money market funds $ 4,769 $ — $ — $ 4,769 $ — $ 4,769 $ — U.S. government and agency securities 3,110 — — 3,110 3,110 — — $ 7,879 $ — $ — $ 7,879 $ 3,110 $ 4,769 $ — Short-term investments: U.S. government and agency securities $ 1,002 $ — $ — $ 1,002 $ — $ 1,002 $ — Municipal bonds 41,348 2 (36 ) 41,314 — 41,314 — Corporate bonds 3,589 — (21 ) 3,568 — 3,568 — Equity securities 123 — (45 ) 78 78 — — $ 46,062 $ 2 $ (102 ) $ 45,962 $ 78 $ 45,884 $ — Liabilities: Current liabilities: Deferred payment obligation $ 2,383 $ 1,920 $ — $ 463 $ — $ — $ 463 December 31, 2015 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Assets: Cash equivalents: Commercial paper $ 7,997 $ — $ — $ 7,997 $ — $ 7,997 $ — U.S. government and agency securities — — — — — — — Municipal bonds 1,635 — — 1,635 — 1,635 — Money market funds 54,663 — — 54,663 54,663 — — $ 64,295 $ — $ — $ 64,295 $ 54,663 $ 9,632 $ — Short-term investments: Municipal bonds $ 133,033 $ — $ (96 ) $ 132,937 $ — $ 132,937 $ — Commercial paper 5,493 — (3 ) 5,490 — 5,490 — Corporate bonds 30,488 3 (93 ) 30,398 — 30,398 — U.S. government and agency securities 61,559 — (62 ) 61,497 — 61,497 — Equity securities 123 — — 123 123 — — $ 230,696 $ 3 $ (254 ) $ 230,445 $ 123 $ 230,322 $ — Liabilities: Current liabilities: Deferred payment obligations $ 2,383 $ — $ — $ 2,383 $ — $ — $ 2,383 |
Patent Assets, Net (Tables)
Patent Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Patent Assets, Net [Abstract] | |
Patent Assets, Net | Patent assets, net, consisted of the following (in thousands): December 31, Additions Disposals March 31, Patent assets $ 824,258 $ 16,248 $ (2,885 ) $ 837,621 Accumulated amortization (569,698 ) (41,754 ) 2,856 (608,596 ) Patent assets, net $ 254,560 $ 229,025 |
Expected Future Annual Amortization Of Patent Assets | As of March 31, 2016 , the Company expects amortization expense in future periods to be as follows (in thousands): 2016 (remainder) $ 100,925 2017 81,209 2018 29,213 2019 14,668 2020 3,010 Total estimated future amortization expense $ 229,025 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |
Property And Equipment, Net | Property and equipment, net, consisted of the following (in thousands): March 31, December 31, Internal-use software $ 8,049 $ 7,654 Leasehold improvements 1,964 1,799 Computer, equipment and software 3,849 1,387 Furniture and fixtures 935 818 Construction-in-progress 9 — Total property and equipment, gross 14,806 11,658 Less: Accumulated depreciation and amortization (7,517 ) (6,925 ) Total property and equipment, net $ 7,289 $ 4,733 |
Business Combinations Disclos27
Business Combinations Disclosure (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The following table summarizes the cash paid and the preliminary estimated fair values of the assets and the liabilities assumed (in thousands) and the estimated useful lives of the acquired identifiable intangible assets: Preliminary Estimated Fair Value Estimated useful life Current assets $ 19,692 Intangible assets: Customer relationships 58,000 9 - 10 years Trademarks 3,200 1 - 6 years Developed technology 6,400 3 years Goodwill 145,984 Property, plant, equipment and other long term assets 3,012 Deferred tax asset 10,595 Current liabilities (7,280 ) Deferred tax liability (5,477 ) Other long term liabilities (826 ) Cash purchase consideration paid $ 233,300 |
Schedule of proforma information | The following unaudited pro forma financial information is for information purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2015 (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Revenue $ 82,675 $ 95,551 Net income 4,826 3,290 Basic and diluted net income per share $ 0.09 $ 0.06 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill [Line Items] | |
Schedule of Goodwill [Table Text Block] | The changes in the carrying amounts of goodwill by operating segment were as follows (in thousands): Patent Risk Management Discovery Services Total Balance as of December 31, 2015 $ 19,978 $ — $ 19,978 Goodwill from business acquisition — 145,984 145,984 Foreign currency translation adjustments — 863 863 Balance as of March 31, 2016 $ 19,978 $ 146,847 $ 166,825 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Net | Intangible assets, net, consisted of the following (in thousands): March 31, 2016 December 31, 2015 Weighted-average Life (years) Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Covenant not to compete 3.0 $ 1,900 $ (1,129 ) $ 771 $ 1,900 $ (971 ) $ 929 Proprietary data and models 3.7 2,100 (1,838 ) 262 2,100 (1,694 ) 406 Customer relationships 9.3 59,244 (1,907 ) 57,337 1,050 (659 ) 391 Trademarks 4.8 4,922 (1,858 ) 3,064 1,720 (1,645 ) 75 Developed technology 3.0 6,562 (530 ) 6,032 120 (120 ) — $ 74,728 $ (7,262 ) $ 67,466 $ 6,890 $ (5,089 ) $ 1,801 |
Expected Future Annual Amortization Of Intangible Assets | As of March 31, 2016 , the Company expects amortization expense in future periods to be as follows (in thousands): 2016 (remainder) $ 100,925 2017 81,209 2018 29,213 2019 14,668 2020 3,010 Total estimated future amortization expense $ 229,025 |
Intangible Assets Net | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Expected Future Annual Amortization Of Intangible Assets | As of March 31, 2016 , the Company expects amortization expense in future periods to be as follows (in thousands): 2016 (remainder) $ 7,699 2017 9,352 2018 8,821 2019 6,801 2020 6,674 Thereafter 28,119 Total estimated future amortization expense $ 67,466 |
Accrued and Other Current Lia30
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued And Other Current Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, December 31, Accrued payroll-related expenses $ 6,948 $ 11,105 Accrued expenses 3,542 3,737 Total accrued liabilities $ 10,490 $ 14,842 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of repayments of principal | The Term Facility requires repayments of principal in accordance with the following schedule (in thousands): 2016 $ 3,750 2017 6,875 2018 9,375 2019 11,875 2020 18,125 2021 50,000 Long-term debt, gross 100,000 Unamortized debt issuance costs (1,966 ) Long-term debt, net $ 98,034 Reported as: Current portion of long-term debt $ 4,599 Long-term debt 93,435 Total $ 98,034 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | The aggregate future non-cancelable minimum lease payments from the Company's operating leases acquired through its acquisition of Inventus are as follows as of March 31, 2016 (in thousands): 2016 $ 742 2017 1,148 2018 1,135 2019 904 2020 619 Thereafter 838 Future non-cancelable minimum operating lease payments $ 5,386 Less: minimum payments to be received from non-cancelable subleases (629 ) Total future non-cancelable minimum operating lease payments, net $ 4,757 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity and Share-based Compensation [Abstract] | |
Schedule of Repurchase Agreements [Table Text Block] | The Company repurchased shares of its common stock in the open market, which were retired upon repurchase. The purchase price for the repurchased shares are reflected as a reduction to common stock and retained earnings in the Company's condensed consolidated balance sheet during the period presented as follows (in thousands, except per share data): Shares Repurchased Average Price per Share Value of Shares Repurchased Cumulative repurchase activity as of January 1, 2016 1,993 $ 13.12 $ 26,175 Repurchase activity during the period 2,259 10.56 23,853 Cumulative repurchase activity as of March 31, 2016 4,252 $ 11.77 $ 50,028 |
Restricted Stock Unit Activity | The summary of RSU activity, which includes performance-based restricted stock units (“PBRSUs”), is as follows (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested units - December 31, 2015 2,490 $ 13.35 Granted 2,272 11.30 Vested (279 ) 13.73 Forfeited (198 ) 13.37 Non-vested units - March 31, 2016 4,285 12.21 $ 48,250 |
Activity Under Equity Settled Award Plans And Related Information | A summary of the Company’s activity under its equity-settled award plans and related information is as follows (in thousands, except per share data): Options Outstanding Shares Available for Grant Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance - December 31, 2015 3,159 2,340 $ 11.11 Shares authorized (1) 2,000 — — Options exercised — (26 ) 3.28 Options forfeited/canceled 20 (20 ) 4.96 Restricted stock units granted (2,272 ) — — Restricted stock units forfeited 198 — — Restricted stock units withheld related to net-share settlement of restricted stock units 103 — — Balance - March 31, 2016 3,208 2,294 11.25 4.8 $ 4,500 Vested and exercisable - March 31, 2016 2,162 11.42 4.8 4,137 Vested and expected to vest - March 31, 2016 2,290 11.26 4.8 4,486 ( 1) In the first quarter of 2016 , the Company reserved an additional 2,000,000 shares of its common stock for future issuance under the 2011 Plan. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Summarized financial information by segment for the three months ended March 31, 2016 utilized by the Company's Chief Operating Decision Maker is as follows (in thousands): Three Months Ended March 31, 2016 Patent Risk Management Revenue $ 69,157 Cost of revenue 42,632 Selling, general and administrative expenses 21,934 Operating income 4,591 Stock-based compensation, including related taxes 4,934 Depreciation and amortization 42,657 Adjusted EBTIDA $ 52,182 Discovery Services Revenue $ 10,578 Cost of revenue 5,034 Selling, general and administrative expenses 4,961 Operating income 583 Stock-based compensation, including related taxes 88 Depreciation and amortization 1,898 Adjusted EBTIDA $ 2,569 Consolidated Revenue $ 79,735 Cost of revenue 47,666 Selling, general and administrative expenses 26,895 Operating income $ 5,174 |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise about which separate financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. Prior to the acquisition of Inventus in January 2016, the Company’s Chief Executive Officer reviewed financial information presented on a consolidated basis and, as a result, the Company concluded that there was only one operating and reportable segment. Subsequent to the acquisition of Inventus (see Note 7, Business Combinations), the Company's Chief Executive Officer reviews financial information for the legacy RPX business separately from the acquired company. Therefore as of March 31, 2016, the Company has two reportable segments: 1) RPX which generates its revenues primarily from its patent risk management solution and 2) Inventus which generates its revenues primarily from litigation discovery management services. There are no significant internal revenue transactions between these two reportable segments. Although Adjusted EBITDA is not a measure of financial performance determined in accordance with GAAP, the Company's Chief Operating Decision Maker evaluates segment financial performance by utilizing the segment's Adjusted EBITDA because the Company believes it is a useful supplemental measure which reflects core operating performance and provides an indicator of the segment's ability to generate cash. The Company defines Adjusted EBITDA as operating income exclusive of stock-based compensation and related employer payroll taxes, depreciation, and amortization. Summarized financial information by segment for the three months ended March 31, 2016 utilized by the Company's Chief Operating Decision Maker is as follows (in thousands): Three Months Ended March 31, 2016 Patent Risk Management Revenue $ 69,157 Cost of revenue 42,632 Selling, general and administrative expenses 21,934 Operating income 4,591 Stock-based compensation, including related taxes 4,934 Depreciation and amortization 42,657 Adjusted EBTIDA $ 52,182 Discovery Services Revenue $ 10,578 Cost of revenue 5,034 Selling, general and administrative expenses 4,961 Operating income 583 Stock-based compensation, including related taxes 88 Depreciation and amortization 1,898 Adjusted EBTIDA $ 2,569 Consolidated Revenue $ 79,735 Cost of revenue 47,666 Selling, general and administrative expenses 26,895 Operating income $ 5,174 The Company markets its solutions to companies around the world. Revenue is generally attributed to geographic areas based on the country in which the client is domiciled. The following table presents revenue by location and revenue generated by country as a percentage of total revenue for the applicable period, for countries representing 10% or more of revenues for one or more of the periods presented (dollars in thousands): Three Months Ended March 31, 2016 2015 United States $ 47,526 60 % $ 55,185 66 % Japan 9,005 11 9,332 11 Rest of world 23,204 29 18,770 23 Total revenue $ 79,735 100 % $ 83,287 100 % |
Revenue By Location | The following table presents revenue by location and revenue generated by country as a percentage of total revenue for the applicable period, for countries representing 10% or more of revenues for one or more of the periods presented (dollars in thousands): Three Months Ended March 31, 2016 2015 United States $ 47,526 60 % $ 55,185 66 % Japan 9,005 11 9,332 11 Rest of world 23,204 29 18,770 23 Total revenue $ 79,735 100 % $ 83,287 100 % |
Net Income Available to Commo35
Net Income Available to Common Stockholders (Detail) - Basic and Diluted Net Income Per Share Available To Common Stockholders - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net income | $ 4,237 | $ 18,031 |
Basic shares: | ||
Weighted-average shares used in computing basic net income per share | 52,063 | 54,175 |
Diluted shares: | ||
Dilutive effect of stock options and restricted stock units using the treasury-stock method | 553 | 1,022 |
Weighted-average shares used in computing diluted net income per share | 52,616 | 55,197 |
Net income per share: | ||
Basic (dollars per common share) | $ 0.08 | $ 0.33 |
Diluted (dollars per common share) | $ 0.08 | $ 0.33 |
Net Income Available to Commo36
Net Income Available to Common Stockholders (Detail) - Anti-Dilutive Securities Not Included In Diluted Shares Outstanding Calculation - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock options outstanding | ||
Weighted-average: | ||
Weighted-average anti-dilutive securities | 805 | 922 |
Restricted stock units outstanding | ||
Weighted-average: | ||
Weighted-average anti-dilutive securities | 2,559 | 714 |
Financial Instruments (Detail)
Financial Instruments (Detail) - Financial Assets Measured At Fair Value On A Recurring Basis - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Method Investments | $ 600 | |
Document Period End Date | Mar. 31, 2016 | |
Cash equivalents | $ 7,879 | 64,295 |
Short-term investments, amortized Cost | 46,062 | 230,696 |
Short-term investments, unrealized gains | 2 | 3 |
Short-term investments, unrealized losses | (102) | (254) |
Short-term investments, total estimated fair value | 45,962 | 230,445 |
Other Debt Obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred payment obligation, amortized cost | 2,383 | 2,383 |
Deferred payment obligation, unrealized gains | 1,920 | 0 |
Deferred payment obligation, estimated fair value | 463 | 2,383 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,110 | 54,663 |
Short-term investments, estimated fair value | 78 | 123 |
Fair Value, Inputs, Level 1 | Other Debt Obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred payment obligation, estimated fair value | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,769 | 9,632 |
Short-term investments, estimated fair value | 45,884 | 230,322 |
Fair Value, Inputs, Level 2 | Other Debt Obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred payment obligation, estimated fair value | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments, estimated fair value | 0 | 0 |
Fair Value, Inputs, Level 3 | Other Debt Obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred payment obligation, estimated fair value | 463 | 2,383 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, amortized Cost | 1,002 | 133,033 |
Short-term investments, unrealized gains | 0 | 0 |
Short-term investments, unrealized losses | 0 | (96) |
Short-term investments, total estimated fair value | 1,002 | 132,937 |
Municipal bonds | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | 0 |
Municipal bonds | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 1,002 | 132,937 |
Municipal bonds | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, amortized Cost | 41,348 | 5,493 |
Short-term investments, unrealized gains | 2 | 0 |
Short-term investments, unrealized losses | (36) | (3) |
Short-term investments, total estimated fair value | 41,314 | 5,490 |
Commercial paper | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | 0 |
Commercial paper | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 41,314 | 5,490 |
Commercial paper | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, amortized Cost | 3,589 | 30,488 |
Short-term investments, unrealized gains | 0 | 3 |
Short-term investments, unrealized losses | (21) | (93) |
Short-term investments, total estimated fair value | 3,568 | 30,398 |
Corporate bonds | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | 0 |
Corporate bonds | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 3,568 | 30,398 |
Corporate bonds | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | 0 |
U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, amortized Cost | 61,559 | |
Short-term investments, unrealized gains | 0 | |
Short-term investments, unrealized losses | (62) | |
Short-term investments, total estimated fair value | 61,497 | |
U.S. government and agency securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | |
U.S. government and agency securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 61,497 | |
U.S. government and agency securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | |
Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, amortized Cost | 123 | |
Short-term investments, unrealized gains | 0 | |
Short-term investments, unrealized losses | (45) | |
Short-term investments, total estimated fair value | 78 | |
Equity securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 78 | |
Equity securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | |
Equity securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, estimated fair value | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 7,997 | |
Commercial paper | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Commercial paper | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 7,997 | |
Commercial paper | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
U.S. government and agency securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
U.S. government and agency securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
U.S. government and agency securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,769 | 1,635 |
Municipal bonds | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Municipal bonds | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,769 | 1,635 |
Municipal bonds | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,110 | 54,663 |
Money market funds | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,110 | 54,663 |
Money market funds | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Financial Instruments (Detail)
Financial Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Investment Holdings [Line Items] | ||||
Document Period End Date | Mar. 31, 2016 | |||
Cost Method Investments | $ 600 | |||
Amount of funding | $ 6,270 | |||
Percentage of marketable securities investments maturing within one year | 73.00% | 87.00% | ||
Percentage of marketable securities investments maturing within one to five years | 27.00% | 13.00% | ||
Funding from a syndicate participant | $ 0 | $ 6,270 | ||
Other Debt Obligations | ||||
Investment Holdings [Line Items] | ||||
Fair value of loan from syndicate participant | 463 | $ 2,383 | ||
Fair Value, Inputs, Level 3 | Other Debt Obligations | ||||
Investment Holdings [Line Items] | ||||
Fair value of loan from syndicate participant | $ 463 | $ 2,383 | ||
Minimum | ||||
Investment Holdings [Line Items] | ||||
Maturity term within one year (in years) | 1 year | 1 year | ||
Maturity term within one to five years (in years) | 1 year | 1 year | ||
Maximum | ||||
Investment Holdings [Line Items] | ||||
Maturity term within one to five years (in years) | 5 years | 5 years |
Patent Assets, Net (Detail)
Patent Assets, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Document Period End Date | Mar. 31, 2016 | |
Accumulated amortization - Additions | $ 2,200 | $ 400 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization - Additions | $ 41,754 | $ 33,100 |
Minimum | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patent assets, useful life | 24 months | |
Maximum | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patent assets, useful life | 60 months | |
Weighted Average | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patent assets, useful life | 43 months |
Patent Assets, Net (Detail) - P
Patent Assets, Net (Detail) - Patent Assets, Net - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Document Period End Date | Mar. 31, 2016 | ||
Finite-lived Intangible Assets [Roll Forward] | |||
Patent assets, beginning balance | $ 6,890 | ||
Patent assets - Additions | 16,048 | $ 28,636 | |
Patent assets, ending balance | 74,728 | ||
Accumulated amortization, beginning balance | (5,089) | ||
Accumulated amortization - Additions | (2,200) | (400) | |
Accumulated amortization, ending balance | (7,262) | ||
Patent assets, net | 229,025 | $ 254,560 | |
Patents | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Patent assets, beginning balance | 824,258 | ||
Patent assets - Additions | 16,248 | ||
Patent assets - Sales | (2,885) | ||
Patent assets, ending balance | 837,621 | ||
Accumulated amortization, beginning balance | (569,698) | ||
Accumulated amortization - Additions | (41,754) | $ (33,100) | |
Accumulated amortization - Sales | 2,856 | ||
Accumulated amortization, ending balance | (608,596) | ||
Patent assets, net | $ 229,025 | $ 254,560 | |
Minimum | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 24 months | ||
Maximum | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 60 months | ||
Weighted Average [Member] | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 43 months |
Patent Assets, Net (Detail) - E
Patent Assets, Net (Detail) - Expected Future Annual Amortization Expense Of Patent Assets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
2016 (remainder) | $ 7,699 | |
2,017 | 9,352 | |
2,018 | 8,821 | |
2,019 | 6,801 | |
2,020 | 6,674 | |
Thereafter | 28,119 | |
Patent assets, net | 229,025 | $ 254,560 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
2016 (remainder) | 100,925 | |
2,017 | 81,209 | |
2,018 | 29,213 | |
2,019 | 14,668 | |
2,020 | 3,010 | |
Patent assets, net | $ 229,025 | $ 254,560 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Document Period End Date | Mar. 31, 2016 | |
Depreciation and amortization expense | $ 44,555 | $ 34,011 |
Property and equipment, types | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 600 | $ 500 |
Property and Equipment, Net (43
Property and Equipment, Net (Detail) - Property And Equipment, Net - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 14,806 | $ 11,658 |
Less: Accumulated depreciation and amortization | (7,517) | (6,925) |
Total property and equipment, net | 7,289 | 4,733 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Internal-use software | 8,049 | 7,654 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | 1,964 | 1,799 |
Computer, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Computer, equipment and software | 3,849 | 1,387 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and fixtures | 935 | 818 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Construction-in-progress | $ 9 | $ 0 |
Business Combinations Disclos44
Business Combinations Disclosure - Narrative and Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | Jan. 22, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Document Period End Date | Mar. 31, 2016 | |||
Goodwill | $ 166,825 | $ 19,978 | ||
Payments to Acquire Businesses, Gross | $ 232,000 | |||
Revenue | 79,735 | $ 83,287 | ||
Operating Income (Loss) | 5,174 | $ 29,069 | ||
Inventus Solutions Inc., Discovery Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | 19,692 | |||
Property, plant, equipment and other long term assets | 3,012 | |||
Deferred tax asset, net | 10,595 | |||
Current liabilities | (7,280) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (5,477) | |||
Other long term liabilities | (826) | |||
Payments to Acquire Businesses, Gross | $ 233,300 | |||
Inventus Solutions Inc., Discovery Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | 1,200 | |||
Revenue | 10,600 | |||
Operating Income (Loss) | 583 | |||
Business Acquisition, Transaction Costs | 13,500 | |||
Inventus Solutions Inc., Discovery Services [Member] | Operating Segments [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 146,847 | $ 0 | ||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 9 years 3 months 18 days | |||
Customer relationships | Inventus Solutions Inc., Discovery Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 58,000 | |||
Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years 9 months 18 days | |||
Trademarks | Inventus Solutions Inc., Discovery Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,200 | |||
Developed technology | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Developed technology | Inventus Solutions Inc., Discovery Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 6,400 | |||
Minimum [Member] | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 9 years | |||
Minimum [Member] | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Maximum [Member] | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Maximum [Member] | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 6 years |
Business Combinations Disclos45
Business Combinations Disclosure - Schedule of Proforma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 82,675 | $ 95,551 |
Net income | $ 4,826 | $ 3,290 |
Basic and diluted net income per share | $ 0.09 | $ 0.06 |
Inventus Solutions Inc., Discovery Services [Member] | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Business Acquisition, Transaction Costs | $ 13,500 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Goodwill | $ 166,825 | $ 19,978 |
Goodwill, Acquired During Period | 145,984 | |
Goodwill, Translation Adjustments | 863 | |
Operating Segments [Member] | Inventus Solutions Inc., Discovery Services [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 146,847 | 0 |
Goodwill, Acquired During Period | 145,984 | |
Goodwill, Translation Adjustments | 863 | |
Operating Segments [Member] | Legacy RPX, Patent Risk Management [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 19,978 | $ 19,978 |
Goodwill, Acquired During Period | 0 | |
Goodwill, Translation Adjustments | $ 0 |
Intangible Assets, Net (Detail)
Intangible Assets, Net (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization of intangible assets | $ 2.2 | $ 0.4 |
Intangible Assets, Net (Detai48
Intangible Assets, Net (Detail) - Intangible Assets, Net - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Document Period End Date | Mar. 31, 2016 | ||
Amortization of intangible assets | $ 2,200 | $ 400 | |
Carrying amount | 74,728 | $ 6,890 | |
Accumulated amortization | (7,262) | (5,089) | |
Total estimated future amortization expense | 67,466 | 1,801 | |
Covenant not to compete | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | 1,900 | 1,900 | |
Accumulated amortization | (1,129) | (971) | |
Total estimated future amortization expense | $ 771 | 929 | |
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Proprietary data and models | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 2,100 | 2,100 | |
Accumulated amortization | (1,838) | (1,694) | |
Total estimated future amortization expense | $ 262 | 406 | |
Finite-Lived Intangible Asset, Useful Life | 3 years 8 months 12 days | ||
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 59,244 | 1,050 | |
Accumulated amortization | (1,907) | (659) | |
Total estimated future amortization expense | $ 57,337 | 391 | |
Finite-Lived Intangible Asset, Useful Life | 9 years 3 months 18 days | ||
Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 4,922 | 1,720 | |
Accumulated amortization | (1,858) | (1,645) | |
Total estimated future amortization expense | $ 3,064 | 75 | |
Finite-Lived Intangible Asset, Useful Life | 4 years 9 months 18 days | ||
Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 6,562 | 120 | |
Accumulated amortization | (530) | (120) | |
Total estimated future amortization expense | $ 6,032 | $ 0 | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Intangible Assets, Net (Detai49
Intangible Assets, Net (Detail) - Estimated Future Amortization Expenses For Intangible Assets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2016 (remainder) | $ 7,699 | |
2,017 | 9,352 | |
2,018 | 8,821 | |
2,019 | 6,801 | |
2,020 | 6,674 | |
Thereafter | 28,119 | |
Total estimated future amortization expense | $ 67,466 | $ 1,801 |
Accrued and Other Current Lia50
Accrued and Other Current Liabilities (Detail) - Accrued And Other Current Liabilities - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued liabilities | $ 10,490 | $ 14,842 |
Other current liabilities | 1,370 | 467 |
Accrued payroll-related expenses | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued liabilities | 6,948 | 11,105 |
Accrued expenses | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued liabilities | $ 3,542 | $ 3,737 |
Debt (Details)
Debt (Details) - USD ($) | Feb. 26, 2016 | Mar. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Document Period End Date | Mar. 31, 2016 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.94% | |
Term Facility | ||
Line of Credit Facility [Line Items] | ||
Amount of credit facility | $ 100,000,000 | |
Term of credit facility | 5 years | |
Term Facility | Minimum | Base Rate | ||
Line of Credit Facility [Line Items] | ||
Percentage margin | 1.25% | |
Term Facility | Minimum | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Percentage margin | 2.25% | |
Term Facility | Maximum | Base Rate | ||
Line of Credit Facility [Line Items] | ||
Percentage margin | 1.75% | |
Term Facility | Maximum | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Percentage margin | 2.75% | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Amount of credit facility | $ 50,000,000 | |
Term of credit facility | 5 years | |
Revolving Credit Facility | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee on undrawn balances (as a percent) | 0.35% | |
Revolving Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee on undrawn balances (as a percent) | 0.45% |
Debt - Schedule of Repayments o
Debt - Schedule of Repayments of Principal (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total | $ 98,034 | $ 0 |
Unamortized Debt Issuance Expense | (1,966) | |
Long-term Debt, Current Maturities | 4,599 | $ 0 |
Long-term Debt, Excluding Current Maturities | 93,435 | |
Term Facility | ||
Line of Credit Facility [Line Items] | ||
2,016 | 3,750 | |
2,017 | 6,875 | |
2,018 | 9,375 | |
2,019 | 11,875 | |
2,020 | 18,125 | |
2,021 | 50,000 | |
Long-term Debt, Gross | $ 100,000 |
Commitments and Contingencies53
Commitments and Contingencies (Detail) $ in Thousands | Mar. 31, 2012defendant | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Jan. 28, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Document Period End Date | Mar. 31, 2016 | ||||
Other Commitment | $ 5,300 | ||||
Purchase Commitment, Remaining Minimum Amount Committed | 1,800 | ||||
Loss Contingency, Number of Defendants | defendant | 5 | ||||
Rent expense related to non-cancelable operating leases net of sublease income | 1,200 | $ 900 | |||
Sublease income | $ 200 | ||||
Reserves for known and incurred but not reported claims | 600 | ||||
Amount of funding | 6,270 | ||||
Debt Instrument, Repayable Upon Redemption, Preferred Stock | $ 5,900 | ||||
Other Debt Obligations | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Instrument, Amortized Cost | 2,383 | $ 2,383 | |||
Fair value of loan from syndicate participant | 463 | 2,383 | |||
Fair Value, Inputs, Level 3 | Other Debt Obligations | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of loan from syndicate participant | 463 | $ 2,383 | |||
Gain recognized as a result of changes in fair value | $ 1,900 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 742 |
2,017 | 1,148 |
2,018 | 1,135 |
2,019 | 904 |
2,020 | 619 |
Thereafter | 838 |
Future non-cancelable minimum operating lease payments | 5,386 |
Less: minimum payments to be received from non-cancelable subleases | (629) |
Total future non-cancelable minimum operating lease payments, net | $ 4,757 |
Stockholders_ Equity (Detail)
Stockholders’ Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional shares of common stock reserved for issuance under the 2011 Plan (in shares) | [1] | 2,000,000 | ||
Aggregate intrinsic value of stock options exercised | $ 200 | $ 1,600 | ||
Total fair value of stock options vested | 600 | 900 | ||
Total fair value of RSUs vested | $ 2,800 | 2,300 | ||
Shares withheld for tax withholdings (in shares) | 102,841 | |||
Total payments for the employees’ minimum tax obligations to taxing authorities | $ 993 | $ 857 | ||
PBRSUs granted (in shares) | 0 | |||
Document Period End Date | Mar. 31, 2016 | |||
Stock Repurchase Program, Authorized Amount | $ 100,000 | $ 75,000 | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 500 | $ 700 | ||
Unrecognized compensation cost related to unvested equity awards | $ 600 | |||
Weighted-average service period of unrecognized compensation cost related to unvested equity awards | 5 months | |||
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,200 | 3,000 | ||
Unrecognized compensation cost related to unvested equity awards | $ 47,700 | |||
Weighted-average service period of unrecognized compensation cost related to unvested equity awards | 3 years 1 month | |||
Performance-based restricted stock units with a market condition | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 300 | $ 100 | ||
2011 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional shares of common stock reserved for issuance under the 2011 Plan (in shares) | 2,000,000 | |||
[1] | In the first quarter of 2016, the Company reserved an additional 2,000,000 shares of its common stock for future issuance under the 2011 Plan. |
Stockholders_ Equity (Detail) -
Stockholders’ Equity (Detail) - Activity Under Equity Award Plans And Related Information $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares Available for Grant - Outstanding, beginning balance (in shares) | 3,159,000 | |
Number of Shares - Outstanding, beginning balance (in shares) | 2,340,000 | |
Weighted-Average Exercise Price - Outstanding, beginning balance (in dollars per share) | $ / shares | $ 11.11 | |
Shares Available for Grant - Shares authorized (in shares) | 2,000,000 | [1] |
Number of Shares - Options exercised (in shares) | (26,000) | |
Weighted Average Exercise Price - Options exercised (in dollars per share) | $ / shares | $ 3.28 | |
Shares Available for Grant - Options forfeited/canceled | 20,000 | |
Number of Shares - Options forfeited/canceled (in shares) | (20,000) | |
Weighted-Average Exercise Price - Options forfeited/canceled (in dollars per share) | $ / shares | $ 4.96 | |
Share Available for Grant - Restricted stock units granted (in shares) | (2,272,000) | |
Shares Available for Grant - Restricted stock units forfeited (in shares) | 198,000 | |
Shares Available for Grant - Restricted stock units withheld related to net-share settlement of restricted stock units (in shares) | 103,000 | |
Shares Available for Grant - Outstanding, ending balance (in shares) | 3,208,000 | |
Number of Shares - Outstanding, ending balance (in shares) | 2,294,000 | |
Weighted-Average Exercise Price - Outstanding, ending balance (in dollars per share) | $ / shares | $ 11.25 | |
Outstanding (weighted-average contractual life) | 4 years 9 months 18 days | |
Outstanding (intrinsic value) | $ | $ 4,500 | |
Vested and exercisable | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Vested and exercisable (shares) | 2,162,000 | |
Vested and exercisable (in dollars per share) | $ / shares | $ 11.42 | |
Vested and exercisable (weighted-average contractual life) | 4 years 9 months 18 days | |
Vested and exercisable (intrinsic value) | $ | $ 4,137 | |
Vested and expected to vest | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Vested and expected to vest (shares) | 2,290,000 | |
Vested and expected to vest (in dollars per share) | $ / shares | $ 11.26 | |
Vested and expected to vest (weighted-average contractual life) | 4 years 9 months 18 days | |
Vested and expected to vest (intrinsic value) | $ | $ 4,486 | |
[1] | In the first quarter of 2016, the Company reserved an additional 2,000,000 shares of its common stock for future issuance under the 2011 Plan. |
Stockholders_ Equity (Detail)57
Stockholders’ Equity (Detail) - Restricted Stock Unit Activity $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested units, beginning balance (in shares) | shares | 2,490,000 |
Non-vested units, beginning balance (in dollars per share) | $ / shares | $ 13.35 |
Non-vested units, ending balance (in shares) | shares | 4,285,000 |
Non-vested units, ending balance (in dollars per share) | $ / shares | $ 12.21 |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, intrinsic value | $ | $ 48,250 |
Restricted stock units granted | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | shares | 2,272,000 |
Granted (in dollars per share) | $ / shares | $ 11.30 |
Restricted stock units vested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Vested (in shares) | shares | (279,000) |
Vested (in dollars per share) | $ / shares | $ 13.73 |
Restricted stock units forfeited | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Forfeited (in shares) | shares | (198,000) |
Forfeited (in dollars per share) | $ / shares | $ 13.37 |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders’ Equity (Detail) - Repurchased and Retired Common Stock - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stockholders Equity and Share-based Compensation [Abstract] | ||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | $ 75,000,000 |
Stock Repurchase Program, Increase in Authorized Amount | $ 25,000,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Shares repurchased, balance as of beginning of period | 1,993 | |
Shares repurchased, repurchase of shares of common stock | 2,259 | |
Shares repurchased, balance as of end of period | 4,252 | |
Shares repurchased, average price per share at beginning of period (usd per share) | $ 13,120 | |
Shares repurchased, average price per share for repurchase of shares of common stock (usd per share) | 10.56 | |
Shares repurchased, average price per share at end of period (usd per share) | $ 11.77 | |
Shares repurchased, value of shares repurchased as of beginning of period | $ 26,175,000 | |
Shares repurchased, value of repurchase of shares of common stock | 23,853,000 | |
Shares repurchased, value of shares repurchased as of end of period | $ 50,028,000 |
Income Taxes Income Taxes (Deta
Income Taxes Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 39.00% | 38.00% |
Related-Party Transactions (Det
Related-Party Transactions (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016USD ($)board_member | Mar. 31, 2015USD ($)board_member | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 2.4 | ||
Selling, general, and administrative expenses from products and services provided by clients | $ 0.1 | $ 0.1 | |
Document Period End Date | Mar. 31, 2016 | ||
Receivables due from related parties | $ 1.7 | $ 0 | |
Director | |||
Related Party Transaction [Line Items] | |||
Number of directors | board_member | 3 | 5 |
Segment Reporting (Detail)
Segment Reporting (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Document Period End Date | Mar. 31, 2016 | |
Revenue | $ 79,735 | $ 83,287 |
Cost of revenue | 47,666 | 34,759 |
Selling, general and administrative expenses | 26,895 | 19,459 |
Operating Income (Loss) | 5,174 | 29,069 |
Depreciation, Depletion and Amortization | $ (44,555) | $ (34,011) |
Number of reportable segments | segment | 2 | |
Inventus Solutions Inc., Discovery Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 10,600 | |
Operating Income (Loss) | 583 | |
Operating Segments [Member] | Legacy RPX [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 69,157 | |
Cost of revenue | 42,632 | |
Selling, general and administrative expenses | 21,934 | |
Operating Income (Loss) | 4,591 | |
Share-based compensation and related payroll taxes | 4,934 | |
Depreciation, Depletion and Amortization | (42,657) | |
Adjusted EBITDA | 52,182 | |
Operating Segments [Member] | Inventus Solutions Inc., Discovery Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Cost of revenue | 5,034 | |
Selling, general and administrative expenses | 4,961 | |
Share-based compensation and related payroll taxes | 88 | |
Depreciation, Depletion and Amortization | (1,898) | |
Adjusted EBITDA | $ 2,569 |
Segment Reporting (Detail) - Re
Segment Reporting (Detail) - Revenue By Location - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 79,735 | $ 83,287 |
Total revenue | 100.00% | 100.00% |
United States | ||
Segment Reporting Information [Line Items] | ||
United States | 60.00% | 66.00% |
Total revenue | $ 47,526 | $ 55,185 |
Japan | ||
Segment Reporting Information [Line Items] | ||
Other foreign country | 11.00% | 11.00% |
Total revenue | $ 9,005 | $ 9,332 |
Other | ||
Segment Reporting Information [Line Items] | ||
Other foreign country | 29.00% | 23.00% |
Total revenue | $ 23,204 | $ 18,770 |