Form: 8-K

Current report filing

August 14, 2015

Exhibit 99.1
 
Marathon Patent Group, Inc. Announces Second Quarter 2015 Financial Results
 
LOS ANGELES, CA --(Marketwired – August 14, 2015) - Marathon Patent Group, Inc. (NASDAQ: MARA) ("Marathon"), a patent licensing company, announced today financial results for the second quarter ended June 30, 2015.
 
2015 Second Quarter Results
 
Marathon generated revenues of $1.4 million and $5.5 million during the three and six months ended June 30, 2015, as compared to $3.8 million and $6.6 million during the three and six months ended June 30, 2014.  For the three and six months ended June 30, 2015, this represented a decrease of $2.5 million or 64% and $1.1 million or 17%, respectively. Revenue for the three and six months ended June 30, 2015 was derived from the issuance of one-time patent licenses, recurring royalties and Opus (Marathon’s patent analytics system) subscription fees. For the three and six months ended June 30, 2014, revenue was derived solely from the issuance of one-time patent licenses.

Revenues from licensing a number of Marathon’s patent portfolios accounted for approximately 79% and 91% of revenues for the three and six months ended June 30, 2015 and 100% and 100% for the three and six months ended June 30, 2014, respectively.
 
Direct cost of revenues during the three and six months ended June 30, 2015 amounted to $3.9 million and $8.2 million, respectively, and for the three and six months ended June 30, 2014, the direct cost of revenues amounted to $1.8 million and $2.9 million, respectively. For the three and six months ended June 30, 2015, this represented an increase of $2.1 million or 120% and $5.3 million or 186%. Direct cost of revenues for the quarter include contingent and non-contingent payments to patent enforcement counsel, costs associated with technical and damage experts, and other miscellaneous costs associated with enforcing our patent rights and entering into settlement and licensing agreements.  Higher costs during the three and six months ended June 30, 2015 relative to the same period in 2014 are related to multiple trials in the United States and Germany during this period, preparation for upcoming trials and the close of discovery in other cases slated for trial later this year and in early 2016.
 
Total other operating expenses (not including direct cost of revenues) for the three and six months ended June 30, 2015, including amortization of patents, compensation and related taxes, consulting and professional fees and other general and administrative fees, were $6.1 million and $12.1 million, per the table below:
 
   
Total Other Operating Expenses
             
   
For the Three Months Ended June 30, 2015
   
For the Three Months Ended June 30, 2014
   
For the Six Months Ended June 30, 2015
   
For the Six Months Ended June 30, 2014
 
                         
Amortization of intangibles
  3,029,000     938,679     5,627,461     1,392,326  
Compensation and related taxes
    1,087,058       712,131       2,668,132       1,442,118  
Consulting fees
    329,081       336,447       1,225,624       764,554  
Professional fees
    578,920       268,616       1,348,535       525,472  
Other general and administrative
    284,976       130,521       504,457       212,185  
Patent Impairment
    766,498       -       766,498       -  
Total
  6,075,533     2,386,394     12,140,707     4,336,655  

 
 

 
 
Operating expenses for the three and six months ended June 30, 2015 includes non-cash operating expenses totaling $4.5 million and $8.6 million, respectively, per the table below:
 
   
Non-Cash Operating Expenses
             
   
For the Three Months Ended June 30, 2015
   
For the Three Months Ended June 30, 2014
   
For the Six Months Ended June 30, 2015
   
For the Six Months Ended June 30, 2014
 
                         
Amortization of intangibles and depreciation
  3,029,000     938,679     5,627,461     1,392,326  
Compensation and related taxes
    600,495       348,061       1,227,821       712,587  
Consulting fees
    141,946       191,943       965,175       508,044  
Professional fees
    8,528       -       17,055       -  
Other general and administrative
    1,852       1,416       14,737       2,833  
Patent Impairment
    766,498       -       766,498       -  
Total
  4,548,319     1,480,099     8,618,747     2,615,790  

For the three and six months ended June 30, 2015, Marathon reported a GAAP net loss of $(4.5) million and $(9.3) million or ($0.32) and ($0.67) per basic share, respectively, compared to a GAAP net loss of $1.6 million and $1.9 million or a loss of ($0.14) and ($0.17), respectively, per basic share for the same periods in 2014.
 
On a non-GAAP basis, for the three and six months ended June 30, 2015, Marathon reported a net loss in the amount of $(4.5) million and $(7.1) million, or ($0.32) and ($0.51), respectively, per basic share, compared to non-GAAP net income of $1.2 million and $2.0 million, or $0.11 and $0.18, respectively, per basic share for the three and six months ended June 30, 2014. A reconciliation of GAAP to non-GAAP financials can be found in the financial tables at the end of this press release.
 
As of June 30, 2015, cash totaled $1.5 million.
 
Commenting on Marathon's second quarter financial results, Doug Croxall, Founder & CEO of Marathon Patent Group, stated, "Since the beginning of the 2015, we have continued to invest in licensing opportunities that we believe have the potential of generating significant revenue events in the second half of the year. While we are yet to see many of these larger investments pay expected dividends, as we have stated, until we reach scale, our revenue will be a bit unpredictable. Despite this, we still anticipate a strong financial performance for the balance of the year.
 
Croxall continued, “Despite this expectation, we are clearly disappointed with second quarter revenues. It’s for this reason that we make every effort to expand the scope and scale of the business to drive both increased and more frequent revenue events.”
 
Investor Conference Call
 
Marathon will host a conference call on Monday, August 17, 2015 at 8:30 AM ET/5:30 AM PT with Chief Executive Officer Doug Croxall and Chief Financial Officer Frank Knuettel II. To participate in the conference call, investors from the U.S. and Canada should dial (877) 407-0784 ten minutes prior to the scheduled start time. International calls should dial (201) 689-8560.
 
In addition, the call will be broadcast live over the Internet and can be accessed through the Investor Relations section of the Company's website at www.marathonpg.com. The broadcast will be archived online upon completion of the conference call. A telephonic replay of the conference call will also be available until 11:59 p.m. ET on Monday, August 31, 2015 by dialing (877) 870-5176 in the U.S. and Canada and (858) 384-5517 internationally and entering the pin number: 13615843
 
About Marathon Patent Group
 
Marathon is a patent acquisition and monetization company. The Company acquires patents from a wide-range of patent holders from individual inventors to Fortune 500 companies. Marathon's strategy of acquiring patents that cover a wide-range of subject matter allows the Company to achieve diversity within its patent asset portfolio. Marathon generates revenue with its diversified portfolio through actively managed concurrent patent rights enforcement campaigns. This approach is expected to result in a long-term, diversified revenue stream. To learn more about Marathon Patent Group, visit www.marathonpg.com.
 
References in this press release to Marathon, we, us or our may be to Marathon Patent Group and/or its subsidiaries.
 
 
 

 

Safe Harbor Statement
 
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations (including for the balance of the fiscal year), are forward-looking statements. While Marathon believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in Marathon’s filings with the Securities and Exchange Commission (the "SEC"), not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. Marathon expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
 
 
 

 
 
MARATHON PATENT GROUP, INC. AND SUBSIDIARIES
 
FINANCIAL STATEMENTS
 
 
MARATHON PATENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
             
   
June 30, 2015
 
December 31, 2014
   
(Unaudited)
       
ASSETS
           
Current assets:
           
    Cash
  $ 1,487,242     $ 5,082,569  
    Accounts receivable - net of allowance for bad debt of $0 and $0 for June 30, 2015 and December 31, 2014
    704,061       216,997  
    Bonds posted with courts
    1,790,241       1,946,196  
    Prepaid expenses and other current assets
    124,436       438,391  
Total current assets
    4,105,980       7,684,153  
                 
Other assets:
               
    Property and equipment, net of accumulated depreciation of $40,385 and $16,135 for June 30, 2015 and December 31, 2014
    70,738       53,828  
    Intangible assets, net of accumulated amortization of $12,043,560 and $6,550,528 for June 30, 2015 and December 31, 2014
    46,597,522       43,363,832  
    Deferred tax assets
    10,257,415       4,789,293  
    Goodwill
    4,556,291       4,894,208  
Total other assets
    61,481,966       53,101,161  
                 
Total Assets
  $ 65,587,946     $ 60,785,314  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
    Accounts payable and accrued expenses
  $ 5,289,861     $ 3,293,746  
    Clouding IP earn out - current portion
    883,484       2,092,000  
    Notes payable, net of discounts and loan fees of $676,182 and $82,010 for 6/30/15 and 12/31/14
    17,394,103       16,560,000  
Total current liabilities
    23,567,448       21,945,746  
                 
Long-term liabilities
               
    Notes payable, net of discount and loan fees of $1,804,517 and $64,925, for 6/30/15 and 12/31/14
    15,608,198       5,403,065  
    Other non current liability
    52,101       -  
    Deferred tax liability
    1,256,480       1,823,884  
    Revenue sharing liability
    1,000,000       -  
    Clouding IP earnout
    6,264,215       7,360,000  
Total long-term liabilities
    24,180,994       14,586,949  
                 
Total liabilities
    47,748,442       36,532,695  
                 
Stockholders' equity:
               
Preferred stock Series B, $.0001 par value, 50,000,000 shares  authorized: 982,000 and 932,000 issued and outstanding at June 30, 2015 and December 31, 2014
    98       93  
Common stock, $.0001 par value, 200,000,000 shares authorized: 14,024,837 and 13,791,460 issued and outstanding at June 30, 2015 and December 31,2014
    1,402       1,379  
Additional paid-in capital
    40,478,627       36,977,169  
Accumulated other comprehensive loss
    (1,018,691 )     (388,357 )
Accumulated deficit
    (21,621,932 )     (12,337,665 )
                 
Total stockholders' equity
    17,839,504       24,252,619  
                 
Total liabilities and stockholders' equity
  $ 65,587,946     $ 60,785,314  
 
 
 

 

MARATHON PATENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

   
For the three months ended
   
For the three months ended
   
For the six months ended
   
For the six months ended
 
   
June 30, 2015
   
June 30, 2014
   
June 30, 2015
   
June 30, 2014
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Revenue
  $ 1,368,986     $ 3,824,500     $ 5,462,855     $ 6,604,500  
                                 
Expenses
                               
    Cost of revenues
    3,860,210       1,753,833       8,188,375       2,864,412  
    Amortization of patents and website
    3,029,000       938,679       5,627,461       1,392,326  
    Compensation and related taxes
    1,087,058       712,131       2,668,132       1,442,118  
    Consulting fees
    329,081       336,447       1,225,624       764,554  
    Professional fees
    578,920       268,616       1,348,535       525,472  
    General and administrative
    284,976       130,521       504,457       212,185  
    Patent impairment
    766,498       -       766,498       -  
Total operating expenses
    9,935,743       4,140,227       20,329,082       7,201,067  
                                 
Operating loss
    (8,566,757 )     (315,727 )     (14,866,227 )     (596,567 )
                                 
Other income (expenses)
                               
    Foreign exchange gain/(loss)
    1,899       -       (37,503 )     -  
    Change in fair value adjustment of Clouding IP earnout
    2,304,301       -       2,304,301       -  
    Other income
    7,439       (2,770 )     7,439       (2,770 )
    Interest income
    -       266       2       494  
    Interest expense
    (1,577,083 )     (20 )     (2,508,623 )     (20 )
Total other income
    736,556       (2,524 )     (234,384 )     (2,296 )
                                 
Loss before provision for income taxes
    (7,830,201 )     (318,251 )     (15,100,611 )     (598,863 )
                                 
Income tax benefit
    3,327,505       -       5,816,344       -  
                                 
Net loss
    (4,502,696 )     (318,251 )     (9,284,267 )     (598,863 )
                                 
Deemed dividends related to beneficial conversion feature of Series A preferred stock
    -       (1,271,492 )     -       (1,271,492 )
                                 
Net loss attributable to common shareholders
  $ (4,502,696 )   $ (1,589,743 )   $ (9,284,267 )   $ (1,870,355 )
                                 
Loss per common share, basic and diluted:
  $ (0.32 )   $ (0.14 )   $ (0.67 )   $ (0.17 )
                                 
WEIGHTED AVERAGE COMMON SHARES
                               
    OUTSTANDING - Basic and Diluted
    13,998,563       11,016,646       13,937,872       10,980,290  
                                 
Other comprehensive income, net of tax:
                               
    Foreign currency translation adjustments
  $ 319,905     $ -     $ (630,334 )   $ -  
 
 
 

 

MARATHON PATENT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
FOR THE SIX MONTHS
   
FOR THE SIX MONTHS
 
 
ENDED
   
ENDED
 
 
June 30, 2015
   
June 30, 2014
 
 
(Unaudited)
   
(Unaudited)
 
Cash flows from operating activities:
           
Net income (loss)
  $ (9,284,267 )   $ (598,863 )
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
         
    Depreciation
    3,758       2,833  
    Amortization of intangible assets
    5,627,461       1,392,326  
    Non-cash equity compensation
    1,413,724       1,234,983  
    Stock issued for services
    750,334       -  
    Non-cash interest, discounts and financing costs
    1,625,322       -  
    Deferred tax liability
    (509,207 )     -  
    Deferred tax assets
    (5,307,139 )     -  
    Impairment of IP
    766,498       -  
    Change in fair value of Clouding IP earn out
    (2,304,301 )     -  
    Other non-cash adjustments
    14,980       -  
                 
Changes in operating assets and liabilities
               
    Accounts receivable
    (487,328 )     252,050  
    Prepaid expenses and other current assets
    51,455       (218,037 )
    Accounts payable and accrued expenses
    2,046,662       334,294  
                 
        Net cash provided by (used in) operating activities
    (5,592,048 )     2,399,586  
                 
Cash flows from investing activities:
               
    Acquisition of patents
    -       (5,100,800 )
    Purchase of property, equipment, and other intangible assets
    (20,668 )     -  
        Net cash provided by (used in) investing activities
    (20,668 )     (5,100,800 )
                 
Cash flows from financing activities:
               
    Payment on note payable in connection with the acquisition of IP Liquidity
    -       (937,500 )
    Cash received upon exercise of warrant
    -       138,222  
    Proceeds received from sale of Preferred Stock /common stock, net    of issuance costs
    -       6,388,266  
    Payment on note payable in connection with the acquisition of IP Liquidity
    (1,109,375 )     -  
    Payment on assumed note payable in connection with the acquisition of Orthophoenix
    (5,000,000 )     -  
    Payment on note payable in connection with the acquisition of Dynamic Advances
    (2,624,375 )     -  
    Payment on note payable in connection with the acquisition of Medtech and Orthophoenix
    (4,200,000 )     -  
    Payment on MdR Escrow (TLI)
    (50,000 )     -  
    Conversion of AP to note payable
    705,093       -  
    Payment on note payable in connection with the acquisition of Sarif
    (276,250 )     -  
    Repayment on convertible notes
    (5,050,000 )     -  
    Cash received upon issuance of notes payable (net of issuance costs)
    19,600,000       -  
    Cash received upon exercise of warrant
    18,751       -  
        Net cash provided by financing activities
    2,013,844       5,588,988  
                 
Effect of exchange rate changes on cash
    3,545       -  
                 
Net  increase in cash
    (3,595,327 )     2,887,774  
                 
Cash at beginning of period
    5,082,569       3,610,261  
                 
Cash at end of period
  $ 1,487,242     $ 6,498,035  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid for:
               
Interest expenses and loan fees
  $ 805,106     $ 20  
Taxes paid
  $ 14,662     $ -  
Loan fees
  $ 400,000     $ -  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
         
Series B Preferred Stock issued in connection with the acquisition of Dynamic Advances, LLC
  $ -     $ 1,403,690  
Series B Preferred Stock issued in connection with the acquisition of IP Liqudity Ventures, LLC
  $ -     $ 1,403,690  
Common stock issued in connection with the acquisition of Selene Communication Technologies, LLC
  $ -     $ 980,000  
Value of warrants pertaining to equity issuance
  $ -     $ 11,595  
Notes payable in connection with the acquisition of Dynamic Advances, LLC, IP Liquidity Ventures, LLC, and Selene Communication Technologies, LLC
  $ -     $ 6,000,000  
Common stock issued in conjunction with notes payable
  $ 1,000,000     $ -  
Warrants issued in conjunction with note payable
  $ 318,679     $ -  
Revenue share liability incurred in conjunction with note payable
  $ 1,000,000     $ -  
Non-cash interest increase in debt assumed in the acquisition of Orthophoenix
  $ 750,000     $ -  
Notes payable issued in conjunction with acquisition of BATO patent
  $ 10,000,000     $ -  
 
 
 

 
 
   
Non-GAAP Reconciliation
 
   
For the Three Months Ended June 30, 2015
   
For the Three Months Ended June 30, 2014
   
For the Six Months Ended June 30, 2015
   
For the Six Months Ended June 30, 2014
 
Net loss
    (4,502,696 )     (1,589,743 )     (9,284,267 )     (1,870,355 )
Non-GAAP
                               
    Amortization of intangible assets & depreciation
    3,029,000       938,679       5,627,461       1,392,326  
    Equity-based compensation
    750,968       554,356       2,210,051       1,234,983  
    Beneficial Conversion Feature
    -       1,271,492       -       1,271,492  
    Impairment of Intellectual Property
    766,498       -       766,498       -  
    Change in Earn Out Liability
    (2,304,301 )     -       (2,304,301 )     -  
    Non-cash interest expense
    1,089,798       -       1,703,517       -  
    Deferred tax benefit
    (3,327,505 )     -       (5,816,345 )     -  
    Other
    1,852       1,416       3,758       2,833  
Non-GAAP profit (loss)
    (4,496,386 )     1,176,200       (7,093,628 )     2,031,279  
                                 
Weighted average common shares outstanding - basic and diluted
    13,998,563       11,016,646       13,937,872       10,980,290  
                                 
Non-GAAP net income (loss) per common share - basic and diluted
  $ (0.32 )   $ 0.11     $ (0.51 )   $ 0.18  
 
 
 

 
 
INFORMATION ABOUT NON-GAAP FINANCIAL MEASURES. As used herein, "GAAP" refers to accounting principles generally accepted in the United States of America. To supplement our consolidated financial statements prepared and presented in accordance with GAAP, this earnings release includes financial measures, including (1) non-GAAP net income and (2) non-GAAP Earnings Per Share ("EPS"), that are considered non-GAAP financial measures as defined in Rule 101 of Regulation G promulgated by the SEC. Generally, a non-GAAP financial measure is a numerical measure of a company's historical or future performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
 
We use these non-GAAP financial measures for internal financial and operational decision making purposes and as a means to evaluate period-to-period comparisons of the performance and results of operations of our core business. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the performance of our core business by excluding non-cash stock compensation charges, non-cash patent amortization charges and excess benefit related non-cash tax expense that may not be indicative of our recurring core business operating results. These non-GAAP financial measures also facilitate management's internal planning and comparisons to our historical performance and liquidity. We believe these non-GAAP financial measures are useful to investors as they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and are used by our institutional investors and the analyst community to help them analyze the performance and operational results of our core business.
 
Non-GAAP Net income and EPS. We define non-GAAP net income as net income calculated in accordance with GAAP, plus non-cash stock compensation charges, non-cash patent amortization charges and excess benefit related non-cash tax expense. Non-GAAP EPS is defined as non-GAAP net income divided by the weighted average outstanding shares, on a fully diluted basis, calculated in accordance with GAAP, for the respective reporting period.
 
Due to the inherent volatility in stock prices, the use of estimates and assumptions in connection with the valuation and expensing of share-based awards and the variety of award types that companies can issue under FASB ASC Topic 718, management believes that providing a non-GAAP financial measure that excludes non-cash stock compensation allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies, as well as providing our management with a critical tool for financial and operational decision making and for evaluating our own period-to-period recurring core business operating results. Similarly, due to the variability associated with the timing and amount of patent acquisition payments and estimates inherent in the capitalization and amortization of patent acquisition costs, management believes that providing a non-GAAP financial measure that excludes non-cash patent amortization charges allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies, and also provides our management with a useful tool for financial and operational decision making and for evaluating our own period-to-period recurring core business operating results. Lastly, for financial reporting purposes, tax expense is required to be calculated without the excess tax benefit related to the exercise and vesting of equity-based incentive awards, however, the deduction related to the exercise and vesting of equity-based incentive awards is available to offset taxable income on our consolidated tax returns. Accordingly, the non-cash tax expense calculated without the excess benefit for financial statement purposes is credited to additional paid-in capital, not taxes payable, and does not represent a cash tax obligation. Management believes that providing a non-GAAP financial measure that excludes excess benefit related non-cash tax expense allows investors to assess our net results and the economic impact of income taxes based largely on cash tax obligations, make more meaningful comparisons between our recurring core business net results and those of other companies, and also provides our management with a useful tool for financial and operational decision making and for evaluating our own period-to-period recurring core business net results.

 
 

 

There are a number of limitations related to the use of non-GAAP net income and EPS versus net income and EPS calculated in accordance with GAAP. For example, non-GAAP net income excludes significant non-cash stock compensation charges, non-cash patent amortization charges and excess benefit related non-cash tax expense that are recurring, and will continue to be recurring for the foreseeable future. In addition, non-cash stock compensation is a critical component of our employee compensation programs and non-cash patent amortization reflects the cost of certain patent portfolio acquisitions, amortized on a straight-line basis over the estimated economic useful life of the respective patent portfolio, and may reflect the acceleration of amortization related to recoupable up-front patent portfolio acquisition costs. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP net income and EPS and evaluating non-GAAP net income and EPS in conjunction with net income and EPS calculated in accordance with GAAP.
 
The table set forth above provides a reconciliation of the non-GAAP financial measures presented to the most directly comparable financial measures prepared in accordance with GAAP.
 
CONTACT INFORMATION
 
Marathon Patent Group
 
Jason Assad
 
678-570-6791
 
Jason@marathonpg.com