Acacia Research (ACTG) 8-KFirst Quarter Financial Results
Filed: 20 Apr 11, 12:00am
Contacts: Rob Stewart | Media Contact: Adam Handelsman | |
Investor Relations | Managing Director | |
Tel (949) 480-8300 | Lippert/Heilshorn & Associates | |
Fax (949) 480-8301 | (212) 201-6622 | |
ahandelsman@lhai.com |
· | Record first quarter revenues totaling $61,130,000. |
· | An increase in our effective tax rate resulting from Korean foreign withholding taxes, totaling $7,425,000, withheld by the Korean tax authority pursuant to the requirements of the United States – Republic of Korea Income Tax Convention on a payment in connection with a licensing arrangement executed with a Korean company in the first quarter of 2011. Foreign withholding taxes are included in tax expense in the consolidated income statement. |
· | An increase in patent amortization expense totaling $2,069,000, or 121% due primarily to the acceleration of $2,383,000 of scheduled patent amortization expense related to recoupable up-front patent portfolio acquisition costs that were recovered from related net licensing proceeds in the first quarter of 2011, pursuant to the provisions of the underlying inventor agreements. |
· | An increase in marketing, general and administrative expenses totaling $3,653,000, or 58% due primarily to an increase in non-cash stock compensation charges resulting from an increase in the average grant date fair value of restricted shares expensed during the first quarter of 2011, as compared to the first quarter of 2010, an increase in annual one-time variable performance based compensation charges recorded in the first quarter of 2011, and increases in other variable performance based compensation charges. |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Revenues (in thousands) | $ | 61,130 | $ | 39,772 | ||||
Net income (in thousands) | $ | 12,353 | $ | 18,512 | ||||
Basic income per share | $ | 0.35 | $ | 0.60 | ||||
Fully diluted income per share | $ | 0.34 | $ | 0.55 | ||||
New revenue agreements | 35 | 40 | ||||||
Licensing programs generating revenues | 32 | 29 | ||||||
Licensing programs with initial revenues | 8 | 13 | ||||||
New patent portfolios | 8 | 11 |
As of Date: | Trailing Twelve-Month Revenues | % Change | ||||||
March 31, 2011 | $ | 153,187 | 16 | % | ||||
December 31, 2010 | 131,829 | -5 | % | |||||
September 30, 2010 | 138,585 | 53 | % | |||||
June 30, 2010 | 90,805 | 1 | % | |||||
March 31, 2010 | 90,155 | - |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Inventor royalties & net income attributable to noncontrolling interests | $ | 14,292 | $ | 4,448 | ||||
Contingent legal fees | 9,367 | 4,407 |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Litigation and licensing expenses - patents | $ | 3,534 | $ | 3,696 |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Amortization of patents | $ | 3,772 | $ | 1,703 |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Marketing, general and administrative expenses | $ | 7,084 | $ | 4,437 | ||||
Non-cash stock compensation expense - MG&A | 2,901 | 1,895 | ||||||
Total marketing, general and administrative expenses | $ | 9,985 | $ | 6,332 |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Provision for income taxes (in thousands) | $ | 7,148 | $ | 321 | ||||
Effective tax rate | 35 | % | 2 | % |
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
Cash & cash equivalents and investments | $ | 315,586 | $ | 104,516 | ||||
Accounts receivable | 1,198 | 7,987 | ||||||
Total assets | 337,222 | 134,784 | ||||||
Accounts payable and accrued expenses | 9,179 | 7,099 | ||||||
Royalties and contingent legal fees payable | 21,736 | 12,760 | ||||||
Total liabilities | 31,564 | 20,931 |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Net cash provided by (used in): | ||||||||
Operating activities | $ | 36,452 | $ | 19,104 | ||||
Investing activities | (704 | ) | (1,329 | ) | ||||
Financing activities | 175,348 | (1,985 | ) | |||||
Increase in cash and cash equivalents | $ | 211,096 | $ | 15,790 |
For the Three Months Ended | ||||||||
March 31, 2011 | March 31, 2010 | |||||||
Revenues | $ | 61,130 | $ | 39,772 | ||||
Operating costs and expenses: | ||||||||
Cost of revenues: | ||||||||
Inventor royalties | 13,089 | 3,911 | ||||||
Contingent legal fees | 9,367 | 4,407 | ||||||
Litigation and licensing expenses - patents | 3,534 | 3,696 | ||||||
Amortization of patents | 3,772 | 1,703 | ||||||
Marketing, general and administrative expenses (including non-cash stock compensation expense of $2,901 and $1,895 for the three months ended March 31, 2011 and 2010, respectively) | 9,985 | 6,332 | ||||||
Research, consulting and other expenses - business development | 708 | 372 | ||||||
Total operating costs and expenses | 40,455 | 20,421 | ||||||
Operating income | 20,675 | 19,351 | ||||||
Total other income | 29 | 19 | ||||||
Income from operations before provision for income taxes | 20,704 | 19,370 | ||||||
Provision for income taxes | (7,148 | ) | (321 | ) | ||||
Net income including noncontrolling interests in operating subsidiary | 13,556 | 19,049 | ||||||
Net income attributable to noncontrolling interests in operating subsidiaries | (1,203 | ) | (537 | ) | ||||
Net income attributable to Acacia Research Corporation | $ | 12,353 | $ | 18,512 | ||||
Net income per common share attributable to Acacia Research Corporation: | ||||||||
Basic income per share | $ | 0.35 | $ | 0.60 | ||||
Diluted income per share | $ | 0.34 | $ | 0.55 | ||||
Weighted average number of shares outstanding, basic | 35,182,811 | 30,847,403 | ||||||
Weighted average number of shares outstanding, diluted | 36,448,005 | 33,411,093 |
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 313,611 | $ | 102,515 | ||||
Accounts receivable | 1,198 | 7,987 | ||||||
Prepaid expenses and other current assets | 2,167 | 1,679 | ||||||
Total current assets | 316,976 | 112,181 | ||||||
Property and equipment, net of accumulated depreciation | 172 | 135 | ||||||
Patents, net of accumulated amortization | 17,586 | 19,803 | ||||||
Investments - noncurrent | 1,975 | 2,001 | ||||||
Other assets | 513 | 664 | ||||||
$ | 337,222 | $ | 134,784 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 9,179 | $ | 7,099 | ||||
Royalties and contingent legal fees payable | 21,736 | 12,760 | ||||||
Total current liabilities | 30,915 | 19,859 | ||||||
Other liabilities | 649 | 1,072 | ||||||
Total liabilities | 31,564 | 20,931 | ||||||
Total stockholders' equity | 305,658 | 113,853 | ||||||
$ | 337,222 | $ | 134,784 |
Three Months Ended | |||||||||
March 31, 2011 | March 31, 2010 | ||||||||
Cash flows from operating activities: | |||||||||
Net income including noncontrolling interests in operating subsidiary | $ | 13,556 | $ | 19,049 | |||||
Adjustments to reconcile net income including noncontrolling interests in perating subsidiary to net cash provided by operating activities : | |||||||||
Depreciation and amortization | 3,794 | 1,728 | |||||||
Non-cash stock compensation | 2,901 | 1,895 | |||||||
Gain on investments | (9 | ) | - | ||||||
Changes in assets and liabilities: | |||||||||
Accounts receivable | 6,789 | 3,275 | |||||||
Prepaid expenses, deferred fees and other assets | (337 | ) | (406 | ) | |||||
Accounts payable and accrued expenses | 782 | 71 | |||||||
Royalties and contingent legal fees payable | 8,976 | (5,008 | ) | ||||||
Deferred revenues | - | (1,500 | ) | ||||||
Net cash provided by operating activities | 36,452 | 19,104 | |||||||
Cash flows from investing activities: | |||||||||
Purchase of property and equipment | (59 | ) | (9 | ) | |||||
Sale of available-for-sale investments | 35 | - | |||||||
Patent acquisition costs | (680 | ) | (1,320 | ) | |||||
Net cash used in investing activities | (704 | ) | (1,329 | ) | |||||
Cash flows from financing activities: | |||||||||
Proceeds from sale of common stock, net of issuance costs | 175,284 | - | |||||||
Distributions to noncontrolling interests in operating subsidiary | (880 | ) | (2,484 | ) | |||||
Contributions from noncontrolling interests in operating subsidiary | 877 | - | |||||||
Excess tax benefits from stock-based compensation | 23 | - | |||||||
Proceeds from the exercise of stock options | 44 | 499 | |||||||
Net cash provided by (used in) financing activities | 175,348 | (1,985 | ) | ||||||
Increase in cash and cash equivalents | 211,096 | 15,790 | |||||||
Cash and cash equivalents, beginning | 102,515 | 51,735 | |||||||
Cash and cash equivalents, ending | $ | 313,611 | $ | 67,525 |
● | Acacia Research Corporation closed its public offering of 5,000,000 shares of common stock, as well as 750,000 additional shares of common stock pursuant to the full exercise of the option granted to Barclays Capital. The public offering price was $31.50 per share and the total net proceeds to the Company are approximately $175.3 million, after deducting underwriting discounts and estimated offering expenses. |
● | First quarter 2011 included license fees from 32 of our technology licensing programs including the following: |
● Audio Communications Fraud Detection technology ● Camera Support technology ● Catheter Insertion technology* ● Computer Architecture and Power Management technology* ● Computer Graphics technology ● Digital Video Enhancement technology ● DMT® technology ● Document Generation technology ● Facilities Operation Management System technology ● Image Resolution Enhancement technology ● Improved Commercial Print technology ● Interactive Mapping technology ● Lighting Control technology* ● Location Based Services technology ● Magnetic Storage technology* ● Manufacturing Data Transfer technology | ● Messaging technology* ● Microprocessor Enhancement technology ● Mobile Computer Synchronization technology ● Network Remote Access technology ● NOR Flash technology* ● Online Auction Guarantee technology ● Optical Switching technology ● Pop-up Internet Advertising technology ● Power Management Within Integrated Circuits technology* ● Rule Based Monitoring technology ● Storage technology ● Telematics technology ● User Programmable Engine Control technology* ● Virtual Server technology ● Visual Data Evaluation technology ● Website Crawling technology |
● | Acacia Research Corporation entered into an agreement with Samsung Electronics Co., Ltd., resolving pending patent matters including those of certain Acacia subsidiaries. |
● | Smartphone Technologies LLC announced that they licensed to Samsung a portfolio of patents related to smartphones. The patents cover inventions created by Access Co., Palm, Palmsource, Bell Communications Research, and Geoworks. |
● | AdjustaCam LLC entered into settlement agreements with the following licensees. The settlement agreements resolve litigation that was pending in the United States District Court for the Eastern District of Texas. |
● KYE International Corporation, KYE Systems America Corporation and KYE Systems Corporation Corda Technologies, Inc. | ● Phoebe Micro, Inc ● jWIN Electronics Corporation |
● | Catheter Flushing LLC entered into license agreements with Becton, Dickinson and Company and Argon Medical Devices, Inc. covering patents generally relating to the catheterization of patients using a guide wire and a flushing port. The agreements resolve litigation that was pending in the United States District Court for the District of Utah. |
● | Data Detection Systems LLC entered into a settlement agreement with Hewlett-Packard Company regarding patents for monitoring computer applications. The settlement agreement resolves litigation that was pending in the Eastern District of Texas. |
● | Data Network Storage LLC entered into a license agreement with International Business Machines Corporation. The license agreement resolves litigation that was pending in the Southern District of California. |
● | Document Generation Corporation entered into a license agreement with the General Electric Company covering patents relating to document generation software. The agreement resolves litigation that was pending in the United States District Court for the Southern District of Illinois and the United States District Court for the Eastern District of Texas. |
● | Greenlight Technologies LLC entered into a license agreement with Pass & Seymour, Inc. and The Wattstopper, Inc. The agreement resolves litigation that was pending in the United States District Court for the Eastern District of Texas. |
● | Internal Combustion Solutions LLC entered into a settlement agreement with Harley-Davidson, Inc. The settlement agreement resolves patent litigation Case No. 09-4253 (FLW)(TJB) that was pending in the United States District Court for the District of New Jersey. |
● | IP Innovation LLC reached a settlement with Vizio, Inc. The settlement resolves litigation that was pending in the United States District Court for the Northern District of Illinois involving patents that apply to technology for enhancing image resolution. |
● | Kellstrom Integration Solutions LLC entered into a non-exclusive license with DSC Software, Inc., Cideon America, Inc., Riess Corporation, SAP America, LLC and SAP AG. The agreements resolve Kellstrom Integration Solutions LLC’s claims in patent litigation Civil Action No. 6:10-cv-00355-LED-JDL that was pending in the United States District Court for the Eastern District of Texas. |
● | Lambda Optical Solutions LLC entered into settlement agreements with Ciena Corporation and ECI Telecom. This agreement resolves patent litigation that was pending against Ciena Corporation in the United States District Court for the District of Delaware. |
● | Location Based Services LLC entered into a license and settlement agreement with AT&T Mobility LLC, and the case against AT&T Mobility LLC pending in the United States District Court for the Northern District of Ohio (Civil Action Number 4:08-cv-00822) has been dismissed. The terms of the agreement are confidential. |
● | Network Gateway Solutions LLC entered into a settlement agreement with Cisco Systems, Inc. This agreement resolves patent litigation that was pending in the United States District Court for the Eastern District of Delaware. |
● | Spread Spectrum Screening LLC entered into a settlement and license agreement with Dainippon Screen Graphics. The agreement resolves litigation that was pending in the US District Court for the Northern District of Illinois, Civil Action No. 1:10-cv-7248. |
● | Telematics Corporation entered into patent license agreements with FleetMatics Group Ltd., Geotab, Inc., and Intergis, LLC. These agreements resolve patent litigation that was pending in the United States District Court for the Northern District of Georgia. |
● | Unified Messaging Solutions LLC entered into a licensing agreement with Microsoft covering a portfolio of patents related to web based email and voice mail messages. |
● | Video Enhancement Solutions LLC entered into a Patent License and License Option Agreement with RPX Corporation. |
● | Video Enhancement Solutions LLC entered into a settlement agreement with Denon Electronics (USA), LLC. This agreement resolves patent litigation, Civil Action Case No. 2:10-CV-4370 GW (PJWx), pending in the United States District Court for the Central District of California. |
● | WebMap Technologies LLC entered into a settlement and patent license agreement with TomTom N.V. This agreement settles patent litigation, Civil Action Case No. 2:10-CV-0301, pending in the United States District Court for the Eastern District of Texas. |
● | Acacia Research Group LLC and its affiliates continued their patent and patent rights acquisition activities, acquiring a total of 8 new patent portfolios in the first quarter of 2011, including the following: |
● | In January 2011, acquired a patent portfolio for DDR SDRAM technology from a major technology company. |
● | In January 2011, acquired a patent portfolio for flash memory technology from a major technology company. |
● | In January 2011, acquired rights to a patent for radiation therapy technology. |
● | In January 2011, acquired rights to a patent portfolio for prescription lens technology. |
● | In February 2011, acquired a patent for application authentication technology. |
● | In March 2011, acquired from a major telecommunications company rights to over 200 patents covering 3G and 4G cellular air interface and infrastructure technologies. These technologies may be found in mobile handsets, base stations, routers and other related equipment. |
● | In March 2011, acquired DRAM patents from a major semiconductor company |
(1) As used herein, “Acacia Research Corporation,” “we,” “us,” and “our” refer to Acacia Research Corporation and/or its wholly and majority-owned operating subsidiaries. All intellectual property acquisition, development, licensing and enforcement activities are conducted solely by certain of Acacia Research Corporation’s wholly and majority-owned operating subsidiaries. |
(2) Acacia Research Group LLC, AdjustaCam LLC, Catheter Flushing LLC, Data Detection Systems LLC, Data Network Storage LLC, Document Generation Corporation, Greenlight Technologies LLC, Internal Combustion Solutions LLC, IP Innovation LLC, Kellstrom Integration Solutions LLC, Lambda Optical Solutions LLC, Location Based Services LLC, Network Gateway Solutions LLC, Smartphone Technologies LLC, Spread Spectrum Screening LLC, Telematics Corporation, Unified Messaging Solutions LLC, Video Enhancement Solutions LLC, WebMap Technologies LLC are all wholly owned operating subsidiaries of Acacia Research Corporation. |