Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
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 | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,677,111 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 158,323 | $ 100,111 |
Short-term investments | 68,283 | 90,877 |
Restricted cash | 653 | 500 |
Accounts receivable, net | 37,276 | 64,395 |
Prepaid expenses and other current assets | 9,020 | 4,524 |
Total current assets | 273,555 | 260,407 |
Patent assets, net | 204,365 | 212,999 |
Property and equipment, net | 6,554 | 6,948 |
Intangible assets, net | 53,894 | 56,050 |
Goodwill | 152,139 | 151,322 |
Restricted cash, less current portion | 965 | 965 |
Deferred tax assets | 36,450 | 38,261 |
Other assets | 9,595 | 8,337 |
Total assets | 737,517 | 735,289 |
Current liabilities: | ||
Accounts payable | 2,436 | 3,197 |
Accrued liabilities | 10,934 | 16,798 |
Deferred revenue | 127,750 | 118,856 |
Current portion of long-term debt | 7,099 | 6,474 |
Other current liabilities | 1,316 | 1,484 |
Total current liabilities | 149,535 | 146,809 |
Deferred revenue, less current portion | 8,477 | 11,552 |
Deferred tax liabilities | 3,882 | 4,023 |
Long-term debt, less current portion | 86,335 | 88,110 |
Other liabilities | 10,592 | 10,514 |
Total liabilities | 258,821 | 261,008 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock | 5 | 5 |
Additional paid-in capital | 363,317 | 360,462 |
Retained earnings | 130,830 | 130,249 |
Accumulated other comprehensive loss | (15,456) | (16,435) |
Total stockholders’ equity | 478,696 | 474,281 |
Total liabilities and stockholders’ equity | $ 737,517 | $ 735,289 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 82,512 | $ 79,735 |
Cost of revenue | 51,298 | 47,666 |
Selling, general and administrative expenses | 21,121 | 26,895 |
Operating income | 10,093 | 5,174 |
Interest income | 165 | 84 |
Interest expense | (908) | (350) |
Other income (expense), net | 210 | 2,071 |
Total interest and other income (expense), net | (533) | 1,805 |
Income before provision for income taxes | 9,560 | 6,979 |
Provision for income taxes | 3,567 | 2,742 |
Net income | $ 5,993 | $ 4,237 |
Net income per share: | ||
Basic (dollars per common share) | $ 0.12 | $ 0.08 |
Diluted (dollars per common share) | $ 0.12 | $ 0.08 |
Weighted-average shares used in computing net income per share: | ||
Basic (in shares) | 48,676 | 52,063 |
Diluted (in shares) | 49,305 | 52,616 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 5,993 | $ 4,237 |
Other comprehensive income, net of tax: | ||
Unrealized holding gains on available-for-sale securities arising during the period, net of tax | 51 | 151 |
Foreign currency translation adjustments | 928 | 931 |
Comprehensive income | $ 6,972 | $ 5,319 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities | ||
Net income | $ 5,993 | $ 4,237 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 42,929 | 44,555 |
Stock-based compensation | 2,734 | 4,929 |
Excess tax benefit from stock-based compensation | 0 | (23) |
Amortization of premium on investments | 471 | 549 |
Deferred income taxes | 2,109 | 690 |
Unrealized foreign currency gain | (169) | (158) |
Fair value adjustments on deferred payment obligation | 0 | (1,920) |
Other | (484) | 152 |
Changes in assets and liabilities, net of business acquired: | ||
Accounts receivable | 27,815 | (19,277) |
Prepaid expenses and other assets | (5,572) | 4,508 |
Accounts payable | (819) | 144 |
Accrued and other liabilities | (5,624) | (7,495) |
Deferred revenue | 5,819 | 24,238 |
Net cash provided by operating activities | 75,202 | 55,129 |
Investing activities | ||
Purchases of investments | (3,875) | (1,000) |
Maturities of investments | 25,875 | 35,136 |
Sales of investments | 0 | 145,925 |
Business acquisition, net of cash acquired | 0 | (228,453) |
Increase in restricted cash | (153) | (152) |
Purchases of property and equipment | (362) | (983) |
Acquisitions of patent assets | (31,379) | (16,048) |
Net cash used in investing activities | (9,894) | (65,575) |
Financing activities | ||
Proceeds from issuance of term debt | 0 | 100,000 |
Payment of debt issuance costs | 0 | (2,003) |
Repayment of principal on term debt | (1,250) | 0 |
Proceeds from exercise of stock options | 422 | 79 |
Taxes paid related to net-share settlements of restricted stock units | (1,708) | (993) |
Excess tax benefit from stock-based compensation | 0 | 23 |
Payments of capital leases | (104) | (99) |
Repurchase of common stock | (4,491) | (23,853) |
Net cash provided by (used in) financing activities | (7,131) | 73,154 |
Foreign-currency effect on cash and cash equivalents | 35 | 22 |
Net increase in cash and cash equivalents | 58,212 | 62,730 |
Cash and cash equivalents at beginning of period | 100,111 | 94,983 |
Cash and cash equivalents at end of period | 158,323 | 157,713 |
Non-cash investing and financing activities | ||
Change in patent assets purchased and accrued but not paid | 250 | (200) |
Change in fixed assets purchased and accrued but not paid | $ (46) | $ 0 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2017 | |
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 litigation risk and corporate legal expense through two primary service offerings: its patent risk management services and its discovery services. The Company's patent risk management services help companies reduce patent-related risk and expense through subscription-based patent risk management services that facilitate more efficient exchanges of value between owners and users of patents compared to transactions driven by actual or threatened litigation. The Company’s patent risk management membership clients pay an annual subscription fee and in return, receive access to substantially all of the Company's patent portfolio as well as an array of services provided throughout their membership. Access to these services is available primarily through discussions with the Company's professionals—particularly client relations and its team of patent experts, as well as through a proprietary database, and attendance at periodic conferences. In addition to its subscription-based patent risk management services, the Company underwrites patent infringement liability insurance policies to insure against certain costs of litigation. The Company uses a reinsurance subsidiary company to assume a portion of the underwriting risk on the insurance policies that the Company issues on behalf of a Lloyd's of London underwriting syndicate. As of and for the three months ended March 31, 2017 , 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"), now a wholly owned subsidiary of the Company, and began offering its discovery services, which consist of technology-enabled services to assist law firms and corporate legal departments manage costs and risks related to the litigation discovery process. The Company's discovery services include 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, 2017 | |
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, 2017 , 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, 2017 and 2016 , are unaudited. The condensed consolidated balance sheet as of December 31, 2016 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, 2016 , which was filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2017. 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, 2016 . 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, 2017 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the year ending December 31, 2017. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2017 , 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 28, 2017. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation – Stock Compensation (Topic 718) ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The amendments in this update became effective in the first quarter of 2017. The Company adopted this standard on January 1, 2017 and the standard did not have a material impact on its consolidated financial statements. Recent Accounting Pronouncements In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”), which shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public entities, ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . This ASU was issued to clarify the scope of the previous standard and to add guidance for partial sales of nonfinancial assets and is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill and eliminates the two-step goodwill impairment test. Under the new guidance, an annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendment also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and two-step goodwill impairment test. The ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company will early adopt this ASU for goodwill impairment tests beginning in 2017. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business, which provides a more robust framework to use in determining when a set of assets and activities is a business. This ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2017. The Company will apply this guidance to applicable transactions after the adoption date. 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. GAAP once it becomes effective. ASU 2014-09 requires an entity to recognize revenue 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. Entities have the option of using either a full retrospective or modified retrospective approach to adopt the new standard. 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 ASU 2014-09. In April 2016, the FASB issued ASU 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. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which provides various technical corrections and clarifications to ASU 2014-09. All of these aforementioned 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 expects to complete its assessment process, including identifying its performance obligations and selecting a transition method for adoption, by the end of the second quarter of 2017 along with its implementation process prior to the adoption of this ASU on January 1, 2018. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 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, 2017 2016 Numerator: Net income $ 5,993 $ 4,237 Denominator: Basic shares: Weighted-average shares used in computing basic net income per share 48,676 52,063 Diluted shares: Weighted-average shares used in computing basic net income per share 48,676 52,063 Dilutive effect of stock options and restricted stock units using the treasury-stock method 629 553 Weighted-average shares used in computing diluted net income per share 49,305 52,616 Net income per share: Basic $ 0.12 $ 0.08 Diluted $ 0.12 $ 0.08 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, 2017 2016 Outstanding weighted-average: Stock options 718 805 Restricted stock units 765 2,559 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | 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, 2017 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Cash equivalents: Commercial paper $ 22,992 $ — $ — $ 22,992 $ — $ 22,992 $ — Money market funds 9,934 — — 9,934 9,934 — — Municipal bonds 4,249 — — 4,249 — 4,249 — U.S. government and agency securities 8,998 — — 8,998 — 8,998 — $ 46,173 $ — $ — $ 46,173 $ 9,934 $ 36,239 $ — Short-term investments: Commercial paper $ 2,099 $ — $ — $ 2,099 $ — $ 2,099 — Corporate bonds 8,549 — (6 ) 8,543 — 8,543 — Equity securities 123 — (70 ) 53 53 — — Municipal bonds 39,563 3 (22 ) 39,544 — 39,544 — U.S. government and agency securities 18,052 — (8 ) 18,044 — 18,044 — $ 68,386 $ 3 $ (106 ) $ 68,283 $ 53 $ 68,230 $ — December 31, 2016 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Cash equivalents: Money market funds $ 30,286 $ — $ — $ 30,286 $ 30,286 $ — $ — Municipal bonds 3,070 — — 3,070 — 3,070 — $ 33,356 $ — $ — $ 33,356 $ 30,286 $ 3,070 $ — Short-term investments: Commercial paper $ 4,296 $ — $ (3 ) $ 4,293 $ — $ 4,293 $ — Corporate bonds 10,856 — (13 ) 10,843 — 10,843 — Equity securities 123 — (78 ) 45 45 — — Municipal bonds 55,723 — (65 ) 55,658 — 55,658 — U.S. government and agency securities 20,033 9 (4 ) 20,038 20,038 — — $ 91,031 $ 9 $ (163 ) $ 90,877 $ 20,083 $ 70,794 $ — The Company's financial investments 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 loss. Realized gains and losses on these securities are included in interest and other income (expense), net in the Company’s condensed consolidated statements of operations and have not been material for all periods presented. As of March 31, 2017 and December 31, 2016 , approximately 100% and 96% , respectively, of the Company's marketable security investments mature within one year and nil and 4% , respectively, mature within one to five years. As of March 31, 2017 , no individual securities incurred continuous unrealized losses for greater than 12 months . |
Patent Assets, Net
Patent Assets, Net | 3 Months Ended |
Mar. 31, 2017 | |
Patent Assets, Net [Abstract] | |
Patent Assets, Net | Patent Assets, Net Patent assets, net, consisted of the following (in thousands): December 31, Additions Disposals March 31, Patent assets $ 932,283 $ 31,130 $ (820 ) $ 962,593 Accumulated amortization (719,284 ) (39,758 ) 814 (758,228 ) Patent assets, net $ 212,999 $ 204,365 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 patent asset portfolio on a straight-line basis over its estimated economic useful life. As of March 31, 2017 , the estimated economic useful lives of the Company’s patent assets generally ranged from 24 to 60 months . As of March 31, 2017 , the weighted-average estimated economic useful life at the time of acquisition of all patent assets acquired since the Company’s inception was 40 months . Patent assets acquired during the three months ended March 31, 2017 had a weighted-average estimated economic useful life at the time of acquisition of 24 months . As of March 31, 2017 , the Company expects amortization expense in future periods to be as follows (in thousands): 2017 (remainder) $ 103,641 2018 75,120 2019 21,937 2020 3,667 Total estimated future amortization expense $ 204,365 Amortization expense related to the Company's patent assets was $39.8 million and $41.8 million for the three months ended March 31, 2017 and 2016 , respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2017 | |
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 $ 8,058 $ 7,827 Leasehold improvements 2,169 2,169 Computer, equipment and software 5,400 5,204 Furniture and fixtures 935 935 Construction-in-progress 182 183 Total property and equipment, gross 16,744 16,318 Less: Accumulated depreciation and amortization (10,190 ) (9,370 ) Total property and equipment, net $ 6,554 $ 6,948 Depreciation and amortization expense related to the Company's property and equipment was $0.8 million and $0.6 million for the three months ended March 31, 2017 and 2016 , respectively. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On January 22, 2016, the Company completed its acquisition of all of the issued and outstanding shares of Inventus, to expand into the litigation discovery services market. The final purchase price for Inventus was approximately $232 million , net of working capital adjustments, which the Company paid in January 2016. The following table summarizes the cash paid and the estimated fair values of the assets and the liabilities assumed (in thousands) and the estimated useful lives of the acquired identifiable intangible assets: Estimated Fair Value Estimated Useful Life Current assets $ 19,357 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 3,347 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 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 services market and is not 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 which includes revenue of $18.0 million and operating income of $1.5 million for the three months ended March 31, 2017 and revenue of $10.6 million and operating income of $0.6 million 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 consolidated 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 (collectively, "Unified") as though it had been consolidated as of January 1, 2015. These accounting effects do not have any impact on the Company's 2017 financial 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 Revenue $ 82,675 Net income $ 4,826 Basic net income per share $ 0.09 Diluted net income per share $ 0.09 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 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, 2016 $ 19,978 $ 131,344 $ 151,322 Foreign currency translation adjustments — 817 817 Balance as of March 31, 2017 $ 19,978 $ 132,161 $ 152,139 The Company reviews goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. As of March 31, 2017 , no impairment of goodwill had been identified. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net, consisted of the following (in thousands): March 31, 2017 December 31, 2016 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 $ (1,763 ) $ 137 $ 1,900 $ (1,604 ) $ 296 Proprietary data and models 3.7 2,100 (2,057 ) 43 2,100 (2,006 ) 94 Customer relationships 9.3 55,905 (7,881 ) 48,024 55,719 (6,323 ) 49,396 Trademarks 4.9 4,882 (2,575 ) 2,307 4,879 (2,439 ) 2,440 Developed technology 3.0 5,842 (2,459 ) 3,383 5,802 (1,978 ) 3,824 $ 70,629 $ (16,735 ) $ 53,894 $ 70,400 $ (14,350 ) $ 56,050 As of March 31, 2017 , the Company expects amortization expense in future periods to be as follows (in thousands): 2017 (remainder) $ 6,424 2018 8,247 2019 6,453 2020 6,340 2021 6,340 Thereafter 20,090 Total estimated future amortization expense $ 53,894 Amortization expense related to the Company's intangible assets was $2.3 million and $2.2 million for the three months ended March 31, 2017 and 2016 , respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following (in thousands): March 31, December 31, Accrued payroll-related expenses $ 5,764 $ 11,516 Accrued expenses 5,170 5,282 Total accrued liabilities $ 10,934 $ 16,798 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 . 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, 2017 at an average interest rate of 3.3% , 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 adjusted EBITDA ratio, that is expensed as incurred. The Credit Agreement contains financial covenants requiring the Company to maintain certain leverage and fixed charge ratios. The Company is compliant with these covenants as of March 31, 2017 . The Credit Agreement also includes limitations on the Company's debt incurrence, dividend payments, and disposal activities. As of March 31, 2017 , the Term Facility requires principal repayments in accordance with the following schedule (in thousands): 2017 (remainder) $ 5,625 2018 9,375 2019 11,875 2020 18,125 2021 50,000 Long-term debt, gross 95,000 Unamortized debt issuance costs (1,566 ) Long-term debt, net $ 93,434 Reported as: Current portion of long-term debt $ 7,099 Long-term debt, less current portion 86,335 Total $ 93,434 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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. There were no material changes to the Company’s contractual obligations or commitments during the three months ended March 31, 2017 as compared to those presented under the heading “Commitments and Contingencies” in Note 12 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 28, 2017. Rent expense related to non-cancelable operating leases was $1.3 million and $1.2 million for the three months ended March 31, 2017 and 2016 , respectively, net of sublease income of $0.3 million and $0.2 million earned during each period, respectively. 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, 2017 or December 31, 2016 . 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. In July 2016, the Court transferred the litigation to the U.S. District Court for the Northern District of California. In November 2016, we moved to dismiss the claims of breach of an assignment of patents. In January 2017, the U.S. District Court for the Northern District of California dismissed the claims of breach of a patent assignment without prejudice, and allowed the plaintiff to file an amended complaint. The plaintiff filed an amended complaint in February 2017, alleging breach of a non-disclosure agreement, breach of an agreement to assign patents and a breach of a settlement agreement. In March 2017, we moved to dismiss all of the plaintiff’s claims, and the hearing on the motion is scheduled for May 2017. The plaintiff seeks monetary damages and specific enforcement of the alleged purchase agreement. We are 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. 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. In June 2013, Kevin O’Halloran, as Trustee of the Liquidating Trust of Tectonics, 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 to the U.S. District Court for the Middle District of Florida. In August 2016, the District Court affirmed the judgment in favor of the Defendants. In September 2016, the Debtor filed an appeal of the judgment to the U.S. Court of Appeals for the Eleventh Circuit. The appellate briefing was completed in January 2017, and the parties are currently awaiting scheduling of oral argument. 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 appellate briefing was completed in November 2016, and the parties are currently awaiting the scheduling of oral argument. 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. 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. No liability was recorded for these agreements as of March 31, 2017 or December 31, 2016 . 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. As part of the Company's discovery services offering, the Company generally warrants that it will perform the services in good faith and in a timely and professional manner, and that it will exercise the same level of professional care commonly found in the industry. Additionally, the Company has agreed to provisions for indemnifying customers against liabilities if its discovery services infringe a third party’s intellectual property rights or if it breaches agreed privacy, security and/or confidentiality obligations. To date, the Company has not incurred any material costs, and it has not accrued any liabilities in the accompanying condensed consolidated financial statements, as a result of these obligations. The Company also enters into service-level agreements with its discovery services clients that specify required levels of application uptime and may permit customers to receive credits or to terminate their agreements in the event that the Company fails to meet required performance levels. To date, the Company has not experienced any significant failures to meet defined levels of performance and, as a result, has not accrued any liabilities related to these agreements in its condensed consolidated financial statements. 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 The Company offers patent litigation insurance that covers certain costs associated with patent infringement lawsuits, and it assumes a portion of the underwriting risk on these insurance policies that it issues on behalf of a Lloyd's of London underwriting syndicate. As of March 31, 2017 and December 31, 2016 , the Company recorded a reserve of $1.3 million and $0.9 million , respectively, for known and incurred but not reported claims that represent estimated claim costs and related expenses for the policies underwritten and its portion of the underwriting risk on policies that the Company issued on behalf of the Lloyd's of London underwriting syndicate. The Company regularly reviews 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, 2017 | |
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, 2016 3,586 1,768 $ 11.63 Shares authorized (1) 1,000 — — Options exercised — (91 ) 4.64 Restricted stock units granted (943 ) — — Restricted stock units forfeited 686 — — Restricted stock units withheld related to net-share settlement of restricted stock units 149 — — Balance - March 31, 2017 4,478 1,677 12.01 2.6 $ 3,530 Vested and exercisable - March 31, 2017 1,677 12.01 2.6 3,530 ( 1) In the fir st quarter of 2017 , the Company reserved an additional 1.0 million 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, 2017 and 2016 was $0.7 million and $0.2 million , respectively. The total grant date fair value of stock options vested during the three months ended March 31, 2017 and 2016 was nil and $0.6 million , respectively. As of March 31, 2017 , all options issued and outstanding are fully vested. 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, 2016 3,424 $ 11.53 Granted 943 10.73 Vested (379 ) 12.21 Forfeited (686 ) 9.46 Non-vested units - March 31, 2017 3,302 11.60 $ 39,637 The total grant date fair value of RSUs vested during the three months ended March 31, 2017 and 2016 was $4.4 million and $2.8 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, 2017 , the Company withheld issuing 148,893 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 $1.7 million for the three months ended March 31, 2017 , 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 nil and $0.5 million for the three months ended March 31, 2017 and 2016 , respectively. Stock-based compensation expense related to PBRSUs and RSUs granted to employees and directors was $2.7 million and $4.5 million for the three months ended March 31, 2017 and 2016 , respectively. The Company did not grant any PBRSUs during either three month period ended March 31, 2017 or 2016 . As of March 31, 2017 , there was $34.2 million of unrecognized compensation cost related to RSUs, including PBRSUs, which is expected to be recognized over a weighted-average period of 2.8 years. 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 and May 2016, the Company increased its share repurchase program by $25 million and $50 million , respectively, for a total amount authorized of $150 million . As of March 31, 2017 , the Company repurchased $90.8 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 is reflected as a reduction to common stock and retained earnings in the Company's condensed consolidated balance sheet. Share repurchase activity during the period presented was as follows (in thousands, except per share data): Shares Repurchased Average Price per Share Value of Shares Repurchased Cumulative repurchase activity as of December 31, 2016 7,917 $ 10.90 $ 86,276 Repurchase activity during the period 406 11.06 4,491 Cumulative repurchase activity as of March 31, 2017 8,323 $ 10.91 $ 90,767 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
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 37% and 39% for the three months ended March 31, 2017 and 2016 , respectively. The Company's 2013 through 2016 tax periods remain open to examination by the Internal Revenue Service and the 2012 through 2016 tax periods remain open to examination by most state tax authorities. The Internal Revenue Service's examination of Inventus's federal income tax return for fiscal year 2013 was closed during the three months ended March 31, 2017 with no material adjustments. The Company's 2015 through 2016 tax periods remain open to examination in the United Kingdom. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions During the three month periods ended March 31, 2017 and 2016 , four and three 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 $2.9 million and $2.4 million for the three month periods ended March 31, 2017 and 2016 , respectively. The Company recognized selling, general, and administrative expenses from products and services provided by these clients of $0.2 million and $0.1 million for the three month periods ended March 31, 2017 and 2016 , respectively. As of March 31, 2017 and December 31, 2016 , there were $0.4 million and $1.3 million receivables, respectively, due from these clients. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
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 at that time. Subsequent to the acquisition of Inventus (see Note 7, Business Combinations), the Company's Chief Executive Officer reviews separate financial information for the patent risk management and discovery services businesses. Therefore, as of January 2016, the Company has two reportable segments: 1) patent risk management which generates its revenues primarily from membership subscriptions, premiums earned from insurance policies, and management fees for marketing, underwriting, and claim management and 2) discovery services which generates its revenues primarily from fees generated for data collection, hosting and processing, project management, and document review services. There are no material 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 that reflects core operating performance and provides an indicator of the segment's ability to generate cash. The Company defines adjusted EBITDA as net income exclusive of provision for income taxes, interest and other income (expense), net, stock-based compensation and related employer payroll taxes, depreciation, and amortization. There are limitations in using the Company's measures of financial performance that are not determined in accordance with GAAP and these may be different from other financial measures not determined in accordance with GAAP used by other companies. These financial measures are limited in value because they exclude certain items that may have a material impact on the Company's reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by the Company about which items are adjusted to calculate its financial measures not determined in accordance with GAAP. The presentation of financial measures not determined in accordance with GAAP should not be considered in isolation or as a substitute for, or superior to, financial results determined in accordance with GAAP. Summarized financial information by segment for the three months ended March 31, 2017 and 2016 utilized by the Company's chief operating decision maker is as follows (in thousands): Three Months Ended March 31, 2017 2016 Patent Risk Management Revenue $ 64,486 $ 69,157 Cost of revenue 41,440 42,632 Selling, general and administrative expenses 14,434 21,934 Operating income 8,612 4,591 Stock-based compensation, including related taxes 2,441 4,934 Depreciation and amortization 40,509 42,657 Adjusted EBITDA $ 51,562 $ 52,182 Discovery Services Revenue $ 18,026 $ 10,578 Cost of revenue 9,858 5,034 Selling, general and administrative expenses 6,687 4,961 Operating income 1,481 583 Stock-based compensation, including related taxes 434 88 Depreciation and amortization 2,420 1,898 Adjusted EBITDA $ 4,335 $ 2,569 Consolidated Revenue $ 82,512 $ 79,735 Cost of revenue 51,298 47,666 Selling, general and administrative expenses 21,121 26,895 Operating income $ 10,093 $ 5,174 The following table reconciles the Company's subtotal segment adjusted EBITDA to consolidated net income (in thousands): Three Months Ended March 31, 2017 2016 Subtotal segment adjusted EBITDA $ 55,897 $ 54,751 Depreciation and amortization (42,929 ) (44,555 ) Stock-based compensation, including related taxes (2,875 ) (5,022 ) Interest and other income (expense), net (533 ) 1,805 Provision for income taxes (3,567 ) (2,742 ) Net income $ 5,993 $ 4,237 The following table summarizes the Company's total assets by segment (in thousands): March 31, December 31, Patent risk management $ 502,282 $ 501,540 Discovery services (1) 235,235 233,749 Total assets $ 737,517 $ 735,289 (1) Includes goodwill and intangible assets acquired through the Company's acquisition of Inventus in January 2016. The Company markets its solutions to companies around the world. Revenue is 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, 2017 2016 United States $ 48,241 59 % $ 47,526 60 % Japan 9,414 11 9,005 11 Rest of world 24,857 30 23,204 29 Total revenue $ 82,512 100 % $ 79,735 100 % |
Basis of Presentation and Sig22
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet as of March 31, 2017 , 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, 2017 and 2016 , are unaudited. The condensed consolidated balance sheet as of December 31, 2016 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, 2016 , which was filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2017. 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, 2016 . 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, 2017 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the year ending December 31, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”), which shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public entities, ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . This ASU was issued to clarify the scope of the previous standard and to add guidance for partial sales of nonfinancial assets and is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill and eliminates the two-step goodwill impairment test. Under the new guidance, an annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendment also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and two-step goodwill impairment test. The ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company will early adopt this ASU for goodwill impairment tests beginning in 2017. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business, which provides a more robust framework to use in determining when a set of assets and activities is a business. This ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2017. The Company will apply this guidance to applicable transactions after the adoption date. 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. GAAP once it becomes effective. ASU 2014-09 requires an entity to recognize revenue 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. Entities have the option of using either a full retrospective or modified retrospective approach to adopt the new standard. 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 ASU 2014-09. In April 2016, the FASB issued ASU 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. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which provides various technical corrections and clarifications to ASU 2014-09. All of these aforementioned 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 expects to complete its assessment process, including identifying its performance obligations and selecting a transition method for adoption, by the end of the second quarter of 2017 along with its implementation process prior to the adoption of this ASU on January 1, 2018. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 2016 Numerator: Net income $ 5,993 $ 4,237 Denominator: Basic shares: Weighted-average shares used in computing basic net income per share 48,676 52,063 Diluted shares: Weighted-average shares used in computing basic net income per share 48,676 52,063 Dilutive effect of stock options and restricted stock units using the treasury-stock method 629 553 Weighted-average shares used in computing diluted net income per share 49,305 52,616 Net income per share: Basic $ 0.12 $ 0.08 Diluted $ 0.12 $ 0.08 |
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, 2017 2016 Outstanding weighted-average: Stock options 718 805 Restricted stock units 765 2,559 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial 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, 2017 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Cash equivalents: Commercial paper $ 22,992 $ — $ — $ 22,992 $ — $ 22,992 $ — Money market funds 9,934 — — 9,934 9,934 — — Municipal bonds 4,249 — — 4,249 — 4,249 — U.S. government and agency securities 8,998 — — 8,998 — 8,998 — $ 46,173 $ — $ — $ 46,173 $ 9,934 $ 36,239 $ — Short-term investments: Commercial paper $ 2,099 $ — $ — $ 2,099 $ — $ 2,099 — Corporate bonds 8,549 — (6 ) 8,543 — 8,543 — Equity securities 123 — (70 ) 53 53 — — Municipal bonds 39,563 3 (22 ) 39,544 — 39,544 — U.S. government and agency securities 18,052 — (8 ) 18,044 — 18,044 — $ 68,386 $ 3 $ (106 ) $ 68,283 $ 53 $ 68,230 $ — December 31, 2016 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Cash equivalents: Money market funds $ 30,286 $ — $ — $ 30,286 $ 30,286 $ — $ — Municipal bonds 3,070 — — 3,070 — 3,070 — $ 33,356 $ — $ — $ 33,356 $ 30,286 $ 3,070 $ — Short-term investments: Commercial paper $ 4,296 $ — $ (3 ) $ 4,293 $ — $ 4,293 $ — Corporate bonds 10,856 — (13 ) 10,843 — 10,843 — Equity securities 123 — (78 ) 45 45 — — Municipal bonds 55,723 — (65 ) 55,658 — 55,658 — U.S. government and agency securities 20,033 9 (4 ) 20,038 20,038 — — $ 91,031 $ 9 $ (163 ) $ 90,877 $ 20,083 $ 70,794 $ — |
Financial Liabilities Measured at Fair Value on a Recurring Basis | December 31, 2016 Amortized Cost Unrealized Estimated Fair Value Level 1 Level 2 Level 3 Gains Losses Cash equivalents: Money market funds $ 30,286 $ — $ — $ 30,286 $ 30,286 $ — $ — Municipal bonds 3,070 — — 3,070 — 3,070 — $ 33,356 $ — $ — $ 33,356 $ 30,286 $ 3,070 $ — Short-term investments: Commercial paper $ 4,296 $ — $ (3 ) $ 4,293 $ — $ 4,293 $ — Corporate bonds 10,856 — (13 ) 10,843 — 10,843 — Equity securities 123 — (78 ) 45 45 — — Municipal bonds 55,723 — (65 ) 55,658 — 55,658 — U.S. government and agency securities 20,033 9 (4 ) 20,038 20,038 — — $ 91,031 $ 9 $ (163 ) $ 90,877 $ 20,083 $ 70,794 $ — |
Patent Assets, Net (Tables)
Patent Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Patent Assets, Net [Abstract] | |
Patent Assets, Net | Patent assets, net, consisted of the following (in thousands): December 31, Additions Disposals March 31, Patent assets $ 932,283 $ 31,130 $ (820 ) $ 962,593 Accumulated amortization (719,284 ) (39,758 ) 814 (758,228 ) Patent assets, net $ 212,999 $ 204,365 |
Expected Future Annual Amortization Of Patent Assets | As of March 31, 2017 , the Company expects amortization expense in future periods to be as follows (in thousands): 2017 (remainder) $ 103,641 2018 75,120 2019 21,937 2020 3,667 Total estimated future amortization expense $ 204,365 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 $ 8,058 $ 7,827 Leasehold improvements 2,169 2,169 Computer, equipment and software 5,400 5,204 Furniture and fixtures 935 935 Construction-in-progress 182 183 Total property and equipment, gross 16,744 16,318 Less: Accumulated depreciation and amortization (10,190 ) (9,370 ) Total property and equipment, net $ 6,554 $ 6,948 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The following table summarizes the cash paid and the estimated fair values of the assets and the liabilities assumed (in thousands) and the estimated useful lives of the acquired identifiable intangible assets: Estimated Fair Value Estimated Useful Life Current assets $ 19,357 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 3,347 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 Revenue $ 82,675 Net income $ 4,826 Basic net income per share $ 0.09 Diluted net income per share $ 0.09 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of 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, 2016 $ 19,978 $ 131,344 $ 151,322 Foreign currency translation adjustments — 817 817 Balance as of March 31, 2017 $ 19,978 $ 132,161 $ 152,139 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Net | Intangible assets, net, consisted of the following (in thousands): March 31, 2017 December 31, 2016 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 $ (1,763 ) $ 137 $ 1,900 $ (1,604 ) $ 296 Proprietary data and models 3.7 2,100 (2,057 ) 43 2,100 (2,006 ) 94 Customer relationships 9.3 55,905 (7,881 ) 48,024 55,719 (6,323 ) 49,396 Trademarks 4.9 4,882 (2,575 ) 2,307 4,879 (2,439 ) 2,440 Developed technology 3.0 5,842 (2,459 ) 3,383 5,802 (1,978 ) 3,824 $ 70,629 $ (16,735 ) $ 53,894 $ 70,400 $ (14,350 ) $ 56,050 |
Expected Future Annual Amortization Of Intangible Assets | As of March 31, 2017 , the Company expects amortization expense in future periods to be as follows (in thousands): 2017 (remainder) $ 103,641 2018 75,120 2019 21,937 2020 3,667 Total estimated future amortization expense $ 204,365 |
Intangible Assets Net | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Expected Future Annual Amortization Of Intangible Assets | As of March 31, 2017 , the Company expects amortization expense in future periods to be as follows (in thousands): 2017 (remainder) $ 6,424 2018 8,247 2019 6,453 2020 6,340 2021 6,340 Thereafter 20,090 Total estimated future amortization expense $ 53,894 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, December 31, Accrued payroll-related expenses $ 5,764 $ 11,516 Accrued expenses 5,170 5,282 Total accrued liabilities $ 10,934 $ 16,798 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of repayments of principal | As of March 31, 2017 , the Term Facility requires principal repayments in accordance with the following schedule (in thousands): 2017 (remainder) $ 5,625 2018 9,375 2019 11,875 2020 18,125 2021 50,000 Long-term debt, gross 95,000 Unamortized debt issuance costs (1,566 ) Long-term debt, net $ 93,434 Reported as: Current portion of long-term debt $ 7,099 Long-term debt, less current portion 86,335 Total $ 93,434 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders Equity and Share-based Compensation [Abstract] | |
Schedule of Repurchase Agreements | The Company repurchased shares of its common stock in the open market, which were retired upon repurchase. The purchase price for the repurchased shares is reflected as a reduction to common stock and retained earnings in the Company's condensed consolidated balance sheet. Share repurchase activity during the period presented was as follows (in thousands, except per share data): Shares Repurchased Average Price per Share Value of Shares Repurchased Cumulative repurchase activity as of December 31, 2016 7,917 $ 10.90 $ 86,276 Repurchase activity during the period 406 11.06 4,491 Cumulative repurchase activity as of March 31, 2017 8,323 $ 10.91 $ 90,767 |
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, 2016 3,424 $ 11.53 Granted 943 10.73 Vested (379 ) 12.21 Forfeited (686 ) 9.46 Non-vested units - March 31, 2017 3,302 11.60 $ 39,637 |
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, 2016 3,586 1,768 $ 11.63 Shares authorized (1) 1,000 — — Options exercised — (91 ) 4.64 Restricted stock units granted (943 ) — — Restricted stock units forfeited 686 — — Restricted stock units withheld related to net-share settlement of restricted stock units 149 — — Balance - March 31, 2017 4,478 1,677 12.01 2.6 $ 3,530 Vested and exercisable - March 31, 2017 1,677 12.01 2.6 3,530 ( 1) In the fir st quarter of 2017 , the Company reserved an additional 1.0 million shares of its common stock for future issuance under the 2011 Plan. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table reconciles the Company's subtotal segment adjusted EBITDA to consolidated net income (in thousands): Three Months Ended March 31, 2017 2016 Subtotal segment adjusted EBITDA $ 55,897 $ 54,751 Depreciation and amortization (42,929 ) (44,555 ) Stock-based compensation, including related taxes (2,875 ) (5,022 ) Interest and other income (expense), net (533 ) 1,805 Provision for income taxes (3,567 ) (2,742 ) Net income $ 5,993 $ 4,237 The following table summarizes the Company's total assets by segment (in thousands): March 31, December 31, Patent risk management $ 502,282 $ 501,540 Discovery services (1) 235,235 233,749 Total assets $ 737,517 $ 735,289 (1) Includes goodwill and intangible assets acquired through the Company's acquisition of Inventus in January 2016. Summarized financial information by segment for the three months ended March 31, 2017 and 2016 utilized by the Company's chief operating decision maker is as follows (in thousands): Three Months Ended March 31, 2017 2016 Patent Risk Management Revenue $ 64,486 $ 69,157 Cost of revenue 41,440 42,632 Selling, general and administrative expenses 14,434 21,934 Operating income 8,612 4,591 Stock-based compensation, including related taxes 2,441 4,934 Depreciation and amortization 40,509 42,657 Adjusted EBITDA $ 51,562 $ 52,182 Discovery Services Revenue $ 18,026 $ 10,578 Cost of revenue 9,858 5,034 Selling, general and administrative expenses 6,687 4,961 Operating income 1,481 583 Stock-based compensation, including related taxes 434 88 Depreciation and amortization 2,420 1,898 Adjusted EBITDA $ 4,335 $ 2,569 Consolidated Revenue $ 82,512 $ 79,735 Cost of revenue 51,298 47,666 Selling, general and administrative expenses 21,121 26,895 Operating income $ 10,093 $ 5,174 The following table reconciles the Company's subtotal segment adjusted EBITDA to consolidated net income (in thousands): Three Months Ended March 31, 2017 2016 Subtotal segment adjusted EBITDA $ 55,897 $ 54,751 Depreciation and amortization (42,929 ) (44,555 ) Stock-based compensation, including related taxes (2,875 ) (5,022 ) Interest and other income (expense), net (533 ) 1,805 Provision for income taxes (3,567 ) (2,742 ) Net income $ 5,993 $ 4,237 |
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, 2017 2016 United States $ 48,241 59 % $ 47,526 60 % Japan 9,414 11 9,005 11 Rest of world 24,857 30 23,204 29 Total revenue $ 82,512 100 % $ 79,735 100 % |
Net Income Per Share (Detail) -
Net Income Per Share (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, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net income | $ 5,993 | $ 4,237 |
Basic shares: | ||
Weighted-average shares used in computing basic net income per share | 48,676 | 52,063 |
Diluted shares: | ||
Dilutive effect of stock options and restricted stock units using the treasury-stock method | 629 | 553 |
Weighted-average shares used in computing diluted net income per share | 49,305 | 52,616 |
Net income per share: | ||
Basic (dollars per common share) | $ 0.12 | $ 0.08 |
Diluted (dollars per common share) | $ 0.12 | $ 0.08 |
Net Income Per Share (Detail)35
Net Income Per Share (Detail) - Anti-Dilutive Securities Not Included In Diluted Shares Outstanding Calculation - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock options | ||
Weighted-average: | ||
Weighted-average anti-dilutive securities | 718 | 805 |
Restricted stock units | ||
Weighted-average: | ||
Weighted-average anti-dilutive securities | 765 | 2,559 |
Financial Instruments (Detail)
Financial Instruments (Detail) - Financial Assets Measured At Fair Value On A Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 46,173 | $ 33,356 |
Short-term investments, amortized cost | 68,386 | 91,031 |
Short-term investments, unrealized gains | 3 | 9 |
Short-term investments, unrealized losses | (106) | (163) |
Short-term investments, total estimated fair value | 68,283 | 90,877 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,934 | 30,286 |
Short-term investments, estimated fair value | 53 | 20,083 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 36,239 | 3,070 |
Short-term investments, estimated fair value | 68,230 | 70,794 |
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 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, amortized cost | 39,563 | 55,723 |
Short-term investments, unrealized gains | 3 | 0 |
Short-term investments, unrealized losses | (22) | (65) |
Short-term investments, total estimated fair value | 39,544 | 55,658 |
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 | 39,544 | 55,658 |
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 | 2,099 | 4,296 |
Short-term investments, unrealized gains | 0 | 0 |
Short-term investments, unrealized losses | 0 | (3) |
Short-term investments, total estimated fair value | 2,099 | 4,293 |
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 | 2,099 | 4,293 |
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 | 8,549 | 10,856 |
Short-term investments, unrealized gains | 0 | 0 |
Short-term investments, unrealized losses | (6) | (13) |
Short-term investments, total estimated fair value | 8,543 | 10,843 |
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 | 8,543 | 10,843 |
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 | 18,052 | 20,033 |
Short-term investments, unrealized gains | 0 | 9 |
Short-term investments, unrealized losses | (8) | (4) |
Short-term investments, total estimated fair value | 18,044 | 20,038 |
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 | 20,038 |
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 | 18,044 | |
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 | 0 |
Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, amortized cost | 123 | 123 |
Short-term investments, unrealized gains | 0 | 0 |
Short-term investments, unrealized losses | (70) | (78) |
Short-term investments, total estimated fair value | 53 | 45 |
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 | 53 | 45 |
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 | 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 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 22,992 | |
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 | 22,992 | |
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 | 8,998 | |
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 | 8,998 | |
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 | 4,249 | 3,070 |
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 | 4,249 | 3,070 |
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 | 9,934 | 30,286 |
Money market funds | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,934 | 30,286 |
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 Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Investment Holdings [Line Items] | ||
Cost Method Investments | $ 0 | |
Percentage of marketable securities investments maturing within one year | 100.00% | 96.00% |
Percentage of marketable securities investments maturing within one to five years | 0.00% | 4.00% |
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, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization - Additions | $ 2,300 | $ 2,200 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization - Additions | 39,758 | |
Amortization expense | $ 39,800 | $ 41,800 |
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 | 40 months |
Patent Assets, Net (Detail) - P
Patent Assets, Net (Detail) - Patent Assets, Net - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Patent assets, beginning balance | $ 70,400 | ||
Patent assets - Additions | 31,379 | $ 16,048 | |
Patent assets, ending balance | 70,629 | ||
Accumulated amortization, beginning balance | (14,350) | ||
Accumulated amortization - Additions | (2,300) | (2,200) | |
Accumulated amortization, ending balance | (16,735) | ||
Patent assets, net | 204,365 | $ 212,999 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 39,800 | $ 41,800 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Patent assets, beginning balance | 932,283 | ||
Patent assets - Additions | 31,130 | ||
Patent assets - Sales | (820) | ||
Patent assets, ending balance | 962,593 | ||
Accumulated amortization, beginning balance | (719,284) | ||
Accumulated amortization - Additions | (39,758) | ||
Accumulated amortization - Sales | 814 | ||
Accumulated amortization, ending balance | (758,228) | ||
Patent assets, net | $ 204,365 | $ 212,999 | |
Minimum | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 24 months | ||
Maximum | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 60 months | ||
Weighted Average | Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 40 months |
Patent Assets, Net (Detail) - E
Patent Assets, Net (Detail) - Expected Future Annual Amortization Expense Of Patent Assets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2017 (remainder) | $ 6,424 | |
2,018 | 8,247 | |
2,019 | 6,453 | |
2,020 | 6,340 | |
Patent assets, net | 204,365 | $ 212,999 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
2017 (remainder) | 103,641 | |
2,018 | 75,120 | |
2,019 | 21,937 | |
2,020 | 3,667 | |
Patent assets, net | $ 204,365 | $ 212,999 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 42,929 | $ 44,555 |
Property and equipment, types | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 800 | $ 600 |
Property and Equipment, Net (42
Property and Equipment, Net (Detail) - Property And Equipment, Net - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 16,744 | $ 16,318 |
Less: Accumulated depreciation and amortization | (10,190) | (9,370) |
Total property and equipment, net | 6,554 | 6,948 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Internal-use software | 8,058 | 7,827 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | 2,169 | 2,169 |
Computer, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Computer, equipment and software | 5,400 | 5,204 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and fixtures | 935 | 935 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Construction-in-progress | $ 182 | $ 183 |
Business Combinations - Narrati
Business Combinations - Narrative and Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | Jan. 22, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 232,000 | ||
Revenue | $ 82,512 | $ 79,735 | |
Operating income (loss) | 10,093 | 5,174 | |
Discovery Services | |||
Business Acquisition [Line Items] | |||
Current assets | 19,357 | ||
Property, plant, equipment and other long-term assets | 3,347 | ||
Deferred tax asset | 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 | ||
Discovery Services | |||
Business Acquisition [Line Items] | |||
Acquisition related costs | 1,200 | ||
Operating income (loss) | 1,500 | ||
Transaction costs | 13,500 | ||
Discovery Services | Operating Segments | |||
Business Acquisition [Line Items] | |||
Goodwill, Acquired During Period | 145,984 | ||
Revenue | 18,026 | 10,578 | |
Operating income (loss) | $ 1,481 | $ 583 | |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 9 years 3 months 18 days | ||
Customer relationships | Discovery Services | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 58,000 | ||
Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 4 years 10 months 25 days | ||
Trademarks | Discovery Services | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 3,200 | ||
Developed technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 3 years | ||
Developed technology | Discovery Services | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 6,400 | ||
Minimum | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 9 years | ||
Minimum | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 1 year | ||
Maximum | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 10 years | ||
Maximum | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 6 years |
Business Combinations - Schedul
Business Combinations - Schedule of Proforma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Operating income (loss) | $ 10,093 | $ 5,174 |
Revenue | 82,675 | |
Net income | $ 4,826 | |
Pro forma earnings per share - basic (in usd per share) | $ 0.09 | |
Pro forma earnings per share - diluted (in usd per share) | $ 0.09 | |
Discovery Services | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Operating income (loss) | 1,500 | |
Transaction costs | $ 13,500 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill | $ 151,322 |
Foreign currency translation adjustments | 817 |
Goodwill | 152,139 |
Patent Risk Management | |
Goodwill [Roll Forward] | |
Goodwill | 19,978 |
Foreign currency translation adjustments | 0 |
Goodwill | 19,978 |
Discovery Services | |
Goodwill [Roll Forward] | |
Goodwill | 131,344 |
Foreign currency translation adjustments | 817 |
Goodwill | $ 132,161 |
Intangible Assets, Net (Detail)
Intangible Assets, Net (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization of intangible assets | $ 2.3 | $ 2.2 |
Intangible Assets, Net (Detai47
Intangible Assets, Net (Detail) - Intangible Assets, Net - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 70,629 | $ 70,400 | |
Accumulated amortization | (16,735) | (14,350) | |
Total estimated future amortization expense | 53,894 | 56,050 | |
Amortization of intangible assets | 2,300 | $ 2,200 | |
Covenant not to compete | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | 1,900 | 1,900 | |
Accumulated amortization | (1,763) | (1,604) | |
Total estimated future amortization expense | $ 137 | 296 | |
Finite-lived intangible assets, useful life | 3 years | ||
Proprietary data and models | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 2,100 | 2,100 | |
Accumulated amortization | (2,057) | (2,006) | |
Total estimated future amortization expense | $ 43 | 94 | |
Finite-lived intangible assets, useful life | 3 years 8 months 12 days | ||
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 55,905 | 55,719 | |
Accumulated amortization | (7,881) | (6,323) | |
Total estimated future amortization expense | $ 48,024 | 49,396 | |
Finite-lived intangible assets, useful life | 9 years 3 months 18 days | ||
Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 4,882 | 4,879 | |
Accumulated amortization | (2,575) | (2,439) | |
Total estimated future amortization expense | $ 2,307 | 2,440 | |
Finite-lived intangible assets, useful life | 4 years 10 months 25 days | ||
Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Carrying amount | $ 5,842 | 5,802 | |
Accumulated amortization | (2,459) | (1,978) | |
Total estimated future amortization expense | $ 3,383 | $ 3,824 | |
Finite-lived intangible assets, useful life | 3 years |
Intangible Assets, Net (Detai48
Intangible Assets, Net (Detail) - Estimated Future Amortization Expenses For Intangible Assets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2017 (remainder) | $ 6,424 | |
2,018 | 8,247 | |
2,019 | 6,453 | |
2,020 | 6,340 | |
2,021 | 6,340 | |
Thereafter | 20,090 | |
Total estimated future amortization expense | $ 53,894 | $ 56,050 |
Accrued Liabilities (Detail) -
Accrued Liabilities (Detail) - Accrued Liabilities - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued liabilities | $ 10,934 | $ 16,798 |
Accrued payroll-related expenses | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued liabilities | 5,764 | 11,516 |
Accrued expenses | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued liabilities | $ 5,170 | $ 5,282 |
Debt (Details)
Debt (Details) - USD ($) | Feb. 26, 2016 | Mar. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Stated interest rate | 3.30% | |
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, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | $ (1,566) | |
Long-term debt, gross | 93,434 | |
Current portion of long-term debt | 7,099 | $ 6,474 |
Long-term debt, less current portion | 86,335 | $ 88,110 |
Term Facility | ||
Line of Credit Facility [Line Items] | ||
2017 (remainder) | 5,625 | |
2,018 | 9,375 | |
2,019 | 11,875 | |
2,020 | 18,125 | |
2,021 | 50,000 | |
Long-term debt, gross | $ 95,000 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) $ in Millions | Mar. 31, 2012defendant | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense related to non-cancelable operating leases net of sublease income | $ 1.3 | $ 1.2 | ||
Sublease income | $ 0.3 | $ 0.2 | ||
Contractual obligation term | 3 years | |||
Number of defendants | defendant | 5 | |||
Reserves for known and incurred but not reported claims | $ 1.3 | $ 0.9 |
Stockholders_ Equity (Detail)
Stockholders’ Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
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] | 1,000,000 | |
Aggregate intrinsic value of stock options exercised | $ 700 | $ 200 | |
Total fair value of stock options vested | 0 | 600 | |
Total fair value of RSUs vested | $ 4,400 | 2,800 | |
Shares withheld for tax withholdings (in shares) | 148,893 | ||
Total payments for the employees’ minimum tax obligations to taxing authorities | $ 1,708 | 993 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 0 | 500 | |
PBRSUs and RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 2,700 | $ 4,500 | |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to unvested equity awards | $ 34,200 | ||
Weighted-average service period of unrecognized compensation cost related to unvested equity awards | 2 years 9 months | ||
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) | 1,000,000 | ||
[1] | In the first quarter of 2017, the Company reserved an additional 1.0 million 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, 2017USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares Available for Grant - Outstanding, beginning balance (in shares) | 3,586,000 | |
Number of Shares - Outstanding, beginning balance (in shares) | 1,768,000 | |
Shares Available for Grant - Shares authorized (in shares) | 1,000,000 | [1] |
Number of Shares - Options exercised (in shares) | (91,000) | |
Share Available for Grant - Restricted stock units granted (in shares) | (943,000) | |
Shares Available for Grant - Restricted stock units forfeited (in shares) | 686,000 | |
Shares Available for Grant - Outstanding, ending balance (in shares) | 4,478,000 | |
Number of Shares - Outstanding, ending balance (in shares) | 1,677,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted-Average Exercise Price - Outstanding, beginning balance (in dollars per share) | $ / shares | $ 11.63 | |
Weighted Average Exercise Price - Options exercised (in dollars per share) | $ / shares | $ 4.64 | |
Shares Available for Grant - Restricted stock units withheld related to net-share settlement of restricted stock units (in shares) | 149,000 | |
Weighted-Average Exercise Price - Outstanding, ending balance (in dollars per share) | $ / shares | $ 12.01 | |
Outstanding (weighted-average contractual life) | 2 years 7 months | |
Outstanding (intrinsic value) | $ | $ 3,530 | |
Vested and exercisable | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Vested and exercisable (shares) | 1,677,000 | |
Vested and exercisable (in dollars per share) | $ / shares | $ 12.01 | |
Vested and exercisable (weighted-average contractual life) | 2 years 7 months | |
Vested and exercisable (intrinsic value) | $ | $ 3,530 | |
[1] | In the first quarter of 2017, the Company reserved an additional 1.0 million shares of its common stock for future issuance under the 2011 Plan. |
Stockholders_ Equity (Detail)55
Stockholders’ Equity (Detail) - Restricted Stock Unit Activity $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / 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 | 3,424,000 |
Non-vested units, ending balance (in shares) | shares | 3,302,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested units, beginning balance (in dollars per share) | $ / shares | $ 11.53 |
Non-vested units, ending balance (in dollars per share) | $ / shares | $ 11.60 |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, intrinsic value | $ | $ 39,637 |
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 | 943,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Granted (in dollars per share) | $ / shares | $ 10.73 |
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 | (379,000) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Vested (in dollars per share) | $ / shares | $ 12.21 |
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 | (686,000) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Forfeited (in dollars per share) | $ / shares | $ 9.46 |
Stockholders_ Equity (Detail)56
Stockholders’ Equity (Detail) - Repurchased and Retired Common Stock - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | May 31, 2016 | Mar. 31, 2016 | |
Stockholders Equity and Share-based Compensation [Abstract] | ||||
Share repurchase program, authorized amount | $ 150,000 | $ 75,000 | ||
Increase in authorized amount | $ 50,000 | $ 25,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares repurchased, balance as of beginning of period (in shares) | 7,917 | |||
Shares repurchased, repurchase of shares of common stock (in shares) | 406 | |||
Shares repurchased, balance as of end of period (in shares) | 8,323 | |||
Shares repurchased, average price per share at beginning of period (usd per share) | $ 10.90 | |||
Shares repurchased, average price per share for repurchase of shares of common stock (usd per share) | 11.06 | |||
Shares repurchased, average price per share at end of period (usd per share) | $ 10.91 | |||
Shares repurchased, value of shares repurchased as of beginning of period | $ 86,276 | |||
Shares repurchased, value of repurchase of shares of common stock | 4,491 | |||
Shares repurchased, value of shares repurchased as of end of period | $ 90,767 |
Income Taxes Income Taxes (Deta
Income Taxes Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 37.00% | 39.00% |
Related-Party Transactions (Det
Related-Party Transactions (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017USD ($)board_member | Mar. 31, 2016USD ($)board_member | Dec. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 2.9 | $ 2.4 | |
Selling, general, and administrative expenses from products and services provided by clients | 0.2 | $ 0.1 | |
Receivables due from related parties | $ 0.4 | $ 1.3 | |
Director | |||
Related Party Transaction [Line Items] | |||
Number of directors | board_member | 4 | 3 |
Segment Reporting (Detail)
Segment Reporting (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 82,512 | $ 79,735 |
Cost of revenue | 51,298 | 47,666 |
Selling, general and administrative expenses | 21,121 | 26,895 |
Operating income | 10,093 | 5,174 |
Depreciation and amortization | 42,929 | 44,555 |
Adjusted EBITDA | $ 55,897 | 54,751 |
Number of reportable segments | segment | 2 | |
Discovery Services | ||
Segment Reporting Information [Line Items] | ||
Operating income | $ 1,500 | |
Operating Segments | Legacy RPX | ||
Segment Reporting Information [Line Items] | ||
Revenue | 64,486 | 69,157 |
Cost of revenue | 41,440 | 42,632 |
Selling, general and administrative expenses | 14,434 | 21,934 |
Operating income | 8,612 | 4,591 |
Stock-based compensation, including related taxes | 2,441 | 4,934 |
Depreciation and amortization | 40,509 | 42,657 |
Adjusted EBITDA | 51,562 | 52,182 |
Operating Segments | Discovery Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 18,026 | 10,578 |
Cost of revenue | 9,858 | 5,034 |
Selling, general and administrative expenses | 6,687 | 4,961 |
Operating income | 1,481 | 583 |
Stock-based compensation, including related taxes | 434 | 88 |
Depreciation and amortization | 2,420 | 1,898 |
Adjusted EBITDA | $ 4,335 | $ 2,569 |
Segment Reporting (Detail) - Re
Segment Reporting (Detail) - Revenue By Location - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 82,512 | $ 79,735 |
Total revenue | 100.00% | 100.00% |
United States | ||
Segment Reporting Information [Line Items] | ||
United States | 59.00% | 60.00% |
Total revenue | $ 48,241 | $ 47,526 |
Japan | ||
Segment Reporting Information [Line Items] | ||
Other foreign country | 11.00% | 11.00% |
Total revenue | $ 9,414 | $ 9,005 |
Other | ||
Segment Reporting Information [Line Items] | ||
Other foreign country | 30.00% | 29.00% |
Total revenue | $ 24,857 | $ 23,204 |
Segment Reporting - Subtotal Se
Segment Reporting - Subtotal Segment Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting [Abstract] | ||
Adjusted EBITDA | $ 55,897 | $ 54,751 |
Depreciation and amortization | (42,929) | (44,555) |
Stock-based compensation, including related taxes | (2,875) | (5,022) |
Interest and other income (expense), net | (533) | 1,805 |
Provision for income taxes | (3,567) | (2,742) |
Net income | $ 5,993 | $ 4,237 |
Segment Reporting - Total Asset
Segment Reporting - Total Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 737,517 | $ 735,289 |
Operating Segments | Patent risk management | ||
Segment Reporting Information [Line Items] | ||
Assets | 502,282 | 501,540 |
Operating Segments | Discovery Services | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 235,235 | $ 233,749 |