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DELAWARE
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95-4405754
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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ACACIA RESEARCH CORPORATION
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Table Of Contents
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Part I.
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Financial Information
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Other Information
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Item 1A.
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Risk Factors
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Item 6.
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Signatures
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Exhibit Index
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March 31,
2017 |
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December 31,
2016 |
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ASSETS
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Current assets:
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||||
Cash and cash equivalents
|
$
|
54,321
|
|
|
$
|
127,540
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Restricted cash
|
11,515
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11,512
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Short-term investments
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90,927
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19,443
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Accounts receivable
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7,781
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26,750
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Prepaid expenses and other current assets
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5,138
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3,245
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Total current assets
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169,682
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188,490
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Loan receivable and accrued interest (Note 5)
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19,749
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18,616
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Investment in warrants and shares (Note 5)
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2,196
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1,960
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Property and equipment, net
|
94
|
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|
127
|
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Patents, net of accumulated amortization
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80,804
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86,319
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Other assets
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336
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|
491
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$
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272,861
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$
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296,003
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable and accrued expenses
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$
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11,712
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$
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14,283
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Royalties and contingent legal fees payable
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3,078
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13,908
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Total current liabilities
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14,790
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28,191
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Other liabilities
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380
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369
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Total liabilities
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15,170
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28,560
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Commitments and contingencies (Note 6)
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Stockholders’ equity:
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Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding
|
—
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—
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Common stock, par value $0.001 per share; 100,000,000 shares authorized; 50,533,407 and 50,476,042 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
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51
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|
50
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Treasury stock, at cost, 1,729,408 shares as of March 31, 2017 and December 31, 2016
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(34,640
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)
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(34,640
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)
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Additional paid-in capital
|
644,794
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642,453
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Accumulated comprehensive loss
|
(49
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)
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(76
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)
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Accumulated deficit
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(354,028
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)
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(342,198
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)
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Total Acacia Research Corporation stockholders’ equity
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256,128
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265,589
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Noncontrolling interests in operating subsidiaries
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1,563
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1,854
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Total stockholders’ equity
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257,691
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267,443
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$
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272,861
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$
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296,003
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Three Months Ended
March 31, |
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2017
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2016
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Revenues
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$
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8,854
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$
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24,721
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Operating costs and expenses:
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Cost of revenues:
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Inventor royalties
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666
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1,573
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Contingent legal fees
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627
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4,109
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Litigation and licensing expenses - patents
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6,386
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7,723
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Amortization of patents
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5,515
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10,760
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General and administrative expenses (including non-cash stock compensation expense of $2,128 for the three months ended March 31, 2017 and $1,735 for the three months ended March 31, 2016)
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6,916
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7,994
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Research, consulting and other expenses - business development
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320
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522
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Other
|
—
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1,742
|
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Total operating costs and expenses
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20,430
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|
34,423
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Operating loss
|
(11,576
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)
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|
(9,702
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)
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|
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Total other income (expense)
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696
|
|
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(3
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)
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Loss before provision for income taxes
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(10,880
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)
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(9,705
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)
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Provision for income taxes
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(1,241
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)
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(192
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)
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Loss including noncontrolling interests in operating subsidiaries
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(12,121
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)
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(9,897
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)
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Net (income) loss attributable to noncontrolling interests in operating subsidiaries
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291
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(68
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)
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Loss attributable to Acacia Research Corporation
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$
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(11,830
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)
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$
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(9,965
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)
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Basic and diluted loss per common share
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$
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(0.24
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)
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$
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(0.20
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)
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Weighted average number of shares outstanding - basic and diluted
|
$
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50,333,056
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49,925,550
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Three Months Ended
March 31, |
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2017
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2016
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Net loss including noncontrolling interests in operating subsidiaries
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$
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(12,121
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)
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$
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(9,897
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)
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Other comprehensive income (loss):
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Unrealized gain on short-term investments, net of tax of $0
|
14
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—
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Unrealized gain on foreign currency translation, net of tax of $0
|
13
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67
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Total other comprehensive income (loss)
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(12,094
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)
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(9,830
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)
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Comprehensive (income) loss attributable to noncontrolling interests
|
291
|
|
|
(68
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)
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Comprehensive loss attributable to Acacia Research Corporation
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$
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(11,803
|
)
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|
$
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(9,898
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)
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Three Months Ended
March 31, |
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2017
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|
2016
|
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Cash flows from operating activities:
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|
|
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Net loss including noncontrolling interests in operating subsidiaries
|
$
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(12,121
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)
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|
$
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(9,897
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)
|
Adjustments to reconcile net loss including noncontrolling interests in operating subsidiaries to net cash provided by (used in) operating activities:
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Depreciation and amortization
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5,540
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|
10,803
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Non-cash stock compensation
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2,128
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|
1,735
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Other
|
(348
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)
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|
69
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|
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Changes in assets and liabilities:
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Restricted cash
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(3
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)
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(798
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)
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Accounts receivable
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18,969
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|
8,325
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Prepaid expenses and other assets
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(1,738
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)
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(134
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)
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Accounts payable and accrued expenses
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(2,576
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)
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(2,733
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)
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Royalties and contingent legal fees payable
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(10,830
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)
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3,740
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Net cash provided by (used in) operating activities
|
(979
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)
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11,110
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Cash flows from investing activities:
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Purchases of available-for-sale investments
|
(174,152
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)
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|
—
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Maturities and sales of available-for-sale investments
|
102,682
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|
|
—
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Patent portfolio investment costs
|
—
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|
|
(1,000
|
)
|
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Advances to Investee ( Note 5)
|
(1,000
|
)
|
|
—
|
|
||
Purchases of property and equipment
|
—
|
|
|
(4
|
)
|
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Net cash used in investing activities
|
(72,470
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)
|
|
(1,004
|
)
|
||
|
|
|
|
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Cash flows from financing activities:
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|
|
|
|
|
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Repurchased restricted common stock
|
(25
|
)
|
|
—
|
|
||
Proceeds from exercises of stock options
|
255
|
|
|
—
|
|
||
Net cash provided by financing activities
|
230
|
|
|
—
|
|
||
|
|
|
|
|
|
||
Increase (decrease) in cash and cash equivalents
|
(73,219
|
)
|
|
10,106
|
|
||
Cash and cash equivalents, beginning
|
127,540
|
|
|
135,223
|
|
||
Cash and cash equivalents, ending
|
$
|
54,321
|
|
|
$
|
145,329
|
|
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●
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Level 1 - Observable Inputs: Quoted prices in active markets for identical investments;
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●
|
Level 2 - Pricing Models with Significant Observable Inputs: Other significant observable inputs, including quoted prices for similar investments, interest rates, credit risk, etc.; and
|
|
●
|
Level 3 - Unobservable Inputs: Significant unobservable inputs, including the entity’s own assumptions in determining the fair value of investments.
|
|
|
Three Months Ended
March 31, |
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|
|
2017
|
|
2016
|
||||
Numerator (in thousands):
|
|
|
|
|
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Basic and Diluted
|
|
|
|
|
||||
Net loss attributable to common stockholders – basic and diluted
|
|
$
|
(11,830
|
)
|
|
$
|
(9,965
|
)
|
|
|
|
|
|
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Denominator:
|
|
|
|
|
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Weighted-average shares used in computing net loss per share attributable to common stockholders – basic
|
|
50,333,056
|
|
|
49,925,550
|
|
||
Effect of potentially dilutive securities:
|
|
|
|
|
||||
Common stock options and restricted stock units
|
|
—
|
|
|
—
|
|
||
Weighted-average shares used in computing net loss per share attributable to common stockholders – diluted
|
|
50,333,056
|
|
|
49,925,550
|
|
||
|
|
|
|
|
||||
Basic and diluted net loss per common share
|
|
$
|
(0.24
|
)
|
|
$
|
(0.20
|
)
|
Anti-dilutive equity-based incentive awards excluded from the computation of diluted loss per share
|
|
4,420,717
|
|
|
2,350,445
|
|
||
Minimum price of awards excluded from the computation of diluted loss per share
|
|
$
|
—
|
|
|
$
|
—
|
|
Maximum price of awards excluded from the computation of diluted loss per share
|
|
$
|
6.75
|
|
|
$
|
3.90
|
|
Valuation Technique
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Significant Unobservable Inputs
|
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Range of Inputs
|
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Monte Carlo simulation model
|
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Volatility
|
|
40
|
%
|
-
|
50%
|
|
|
Marketability discount
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|
7%
|
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|
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Funding scenario probabilities
|
|
25
|
%
|
-
|
75%
|
|
|
Recovery
|
|
100%
|
|
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As of and For the Three Months Ended March 31, 2017
|
|
As of and For the Year Ended December 31, 2016
|
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Face value of loans receivable
|
|
$
|
21,000
|
|
|
$
|
20,000
|
|
Unamortized loan discount
|
|
(1,251
|
)
|
|
(1,384
|
)
|
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Carrying value of loans receivable
|
|
19,749
|
|
|
18,616
|
|
||
Investment in warrants and Veritone Shares
|
|
2,196
|
|
|
1,960
|
|
||
Total
|
|
$
|
21,945
|
|
|
$
|
20,576
|
|
|
|
|
|
|
||||
Interest receivable
|
|
$
|
585
|
|
|
$
|
286
|
|
Accretion of loan discount
|
|
369
|
|
|
576
|
|
||
Interest income
|
|
668
|
|
|
862
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Revenues (in thousands)
|
$
|
8,854
|
|
|
$
|
24,721
|
|
New agreements executed
|
6
|
|
|
12
|
|
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Licensing and enforcement programs generating revenues
|
8
|
|
|
15
|
|
As of Date:
|
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Trailing Twelve -Month Revenues
|
|
% Change
|
|||
|
|
|
|
|
|||
March 31, 2017
|
|
$
|
136,832
|
|
|
(10
|
)%
|
December 31, 2016
|
|
$
|
152,699
|
|
|
(9
|
)%
|
September 30, 2016
|
|
$
|
168,227
|
|
|
44
|
%
|
June 30, 2016
|
|
$
|
116,563
|
|
|
1
|
%
|
March 31, 2016
|
|
$
|
115,548
|
|
|
—
|
%
|
•
|
the dollar amount of agreements executed each period, which can be driven by the nature and characteristics of the technology or technologies being licensed and the magnitude of infringement associated with a specific licensee;
|
•
|
the specific terms and conditions of agreements executed each period including the nature and characteristics of rights granted, and the periods of infringement or term of use contemplated by the respective payments;
|
•
|
fluctuations in the total number of agreements executed each period;
|
•
|
the number of, timing, results and uncertainties associated with patent licensing negotiations, mediations, patent infringement actions, trial dates and other enforcement proceedings relating to our patent licensing and enforcement programs;
|
•
|
the relative maturity of licensing programs during the applicable periods;
|
•
|
other external factors, including the periodic status or results of ongoing negotiations, the status or results of ongoing litigations and appeals, actual or perceived shifts in the regulatory environment, impact of unrelated patent related judicial proceedings and other macroeconomic factors; and
|
•
|
historically, based on the merits and strength of our operating subsidiary’s patent infringement claims and other factors, many prospective licensees have elected to settle significant patent infringement cases and pay reasonable license fees for the use of our patented technology, as those patent infringement cases approached a court determined trial date.
|
•
|
Bone Wedge technology
|
|
•
|
Online Auction Guarantee
|
•
|
DisplayPort and MIPI DSI technology
|
|
•
|
Optical Networking technology
|
•
|
Electronic Access Control technology
|
|
•
|
Speech codes used in wireless and wireline systems technology
|
•
|
Innovative Display technology
|
|
•
|
Super Resolutions Microscopy technology
|
•
|
4G Wireless technology
|
|
•
|
Online Auction Guarantee technology
|
•
|
Audio Communications Fraud Detection technology
|
|
•
|
Reflective and Radiant Barrier Insulation technology
|
•
|
Bone Wedge technology
|
|
•
|
Speech codes used in wireless and wireline systems technology
|
•
|
Broadband Communications technology
|
|
•
|
Telematics technology
|
•
|
Cardiology and Vascular Device technology
|
|
•
|
Unicondylar Knee Replacement technology
|
•
|
DisplayPort and MIPI DSI technology
|
|
•
|
Variable Data Printing technology
(1)
|
•
|
Gas Modulation Control Systems technology
|
|
•
|
Wireless Infrastructure and User Equipment technology
|
•
|
Lighting Ballast technology
|
|
|
|
(1)
|
Initial revenues recognized during the three months ended March 31, 2016
|
|
Three Months Ended
March 31, |
|
%
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Revenues
|
$
|
8,854
|
|
|
$
|
24,721
|
|
|
(64
|
)%
|
Operating costs and expenses
|
20,430
|
|
|
34,423
|
|
|
(41
|
)%
|
||
Operating loss
|
(11,576
|
)
|
|
(9,702
|
)
|
|
19
|
%
|
||
Loss before provision for income taxes
|
(10,880
|
)
|
|
(9,705
|
)
|
|
12
|
%
|
||
Provision for income taxes
|
(1,241
|
)
|
|
(192
|
)
|
|
*
|
|
||
Net (income) loss attributable to noncontrolling interests in operating subsidiaries
|
291
|
|
|
(68
|
)
|
|
*
|
|
||
Net loss attributable to Acacia Research Corporation
|
(11,830
|
)
|
|
(9,965
|
)
|
|
19
|
%
|
•
|
Revenues decreased
$15.9 million
, or
64%
, to
$8.9 million
for the three months ended
March 31, 2017
, as compared to
$24.7 million
in the comparable prior year quarter,
due primarily to a decrease in the number of agreements executed and a decrease in revenue per
agreement. Refer to “
Investments in Patent Portfolios”
below for additional information regarding the impact of portfolio acquisition trends on periodic revenues.
|
•
|
Loss before taxes was
$10.9 million
for the three months ended
March 31, 2017
, as compared to a loss before income taxes of
$9.7 million
for the three months ended
March 31, 2016
. The change was due primarily to a
$15.9 million
decrease in revenue, partially offset by a net decrease in operating expenses, including the following:
|
•
|
Cost of Revenues and Other Operating Expenses:
|
•
|
Inventor royalties and contingent legal fees, on a combined basis, decreased
$4.4 million
, or
77%
, compared to the
64%
decrease in related revenues for the same periods, primarily due to lower average contingent legal fee rates, resulting from higher average levels of cost recovery related preferred returns, for the portfolios generating revenues in the first quarter of 2017, as compared to the portfolios generating revenues in the first quarter of 2016.
|
•
|
Litigation and licensing expenses-patents decreased
$1.3 million
, or
17%
, to
$6.4 million
,
due primarily to a net decrease in litigation support and third-party technical consulting expenses associated with ongoing licensing and enforcement programs.
|
•
|
Amortization expense decreased
$5.2 million
, or
49%
, to
$5.5 million
, due to a decrease in scheduled amortization resulting from various patent portfolio impairment charges previously recorded in the second quarter of 2016.
|
•
|
General and administrative expenses decreased
$1.1 million
, or
13%
, to
$6.9 million
,
due primarily to a net decrease in personnel costs in connection with head count reduction activities in 2016.
|
•
|
Other operating expense was
$1.7 million
for the three months ended March 31, 2016. Other operating expenses includes expense accruals for court ordered attorney's fees and settlement and contingency accruals for other matters
.
|
•
|
Increases in patent-related legal expenses associated with patent infringement litigation, including, but not limited to, increases in costs billed by outside legal counsel for discovery, depositions, economic analyses, damages assessments, expert witnesses and other consultants, re-exam and i
nter partes review costs,
case-related audio/
|
•
|
Our patented technologies and enforcement actions are complex and, as a result, we may be required to appeal adverse decisions by trial courts in order to successfully enforce our patents. Moreover, such appeals may not be successful;
|
•
|
New legislation, regulations or rules related to enforcement actions, including any fee or cost shifting provisions, could significantly increase our operating costs and decrease our profit generating opportunities.
Increased focus on the growing number of patent-related lawsuits may result in legislative changes which increase our costs and related risks of asserting patent enforcement actions. For instance, the United States House of Representatives passed a bill that would require non-practicing entities that bring patent infringement lawsuits to pay legal costs of the defendants, if the lawsuits are unsuccessful and certain standards are not met;
|
•
|
Courts may rule that our subsidiaries have violated certain statutory, regulatory, federal, local or governing rules or standards by pursuing such enforcement actions, which may expose us and our operating subsidiaries to material liabilities, which could harm our operating results and our financial position; and
|
•
|
The complexity of negotiations and potential magnitude of exposure for potential infringers associated with higher quality patent portfolios may lead to increased intervals of time between the filing of litigation and potential revenue events (i.e. markman dates, trial dates), which may lead to increased legal expenses, consistent with the higher revenue potential of such portfolios.
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Revenues (in thousands, except percentage change values)
|
|
$
|
8,854
|
|
|
$
|
24,721
|
|
|
$
|
(15,867
|
)
|
|
(64
|
)%
|
New agreements executed
|
|
6
|
|
|
12
|
|
|
|
|
|
|||||
Average revenue per agreement (in thousands)
|
|
$
|
1,476
|
|
|
$
|
2,060
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||
|
|
2017 vs. 2016
|
||
|
|
|
||
Decrease in number of agreements executed
|
|
$
|
(12,360
|
)
|
Decrease in average revenue per agreement executed
|
|
(3,507
|
)
|
|
Total change in revenues
|
|
$
|
(15,867
|
)
|
|
Three Months Ended
March 31, |
|
|
|||
|
2017 vs. 2016
|
|
%
|
|||
|
(in thousands, except percentage values)
|
|||||
Decrease in revenues
|
$
|
(15,867
|
)
|
|
1,350
|
%
|
Decrease in inventor royalties and contingent legal fees
|
4,389
|
|
|
(374
|
)%
|
|
Decrease in general and administrative expenses
|
1,078
|
|
|
(92
|
)%
|
|
Decrease in litigation and licensing expenses
|
1,337
|
|
|
(114
|
)%
|
|
Decrease in patent amortization expenses
|
5,245
|
|
|
(446
|
)%
|
|
Other
|
2,643
|
|
|
(224
|
)%
|
|
Total change in loss before provision for income taxes
|
$
|
(1,175
|
)
|
|
100
|
%
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
(in thousands, except percentage change values)
|
|||||||||||||
Inventor royalties
|
|
$
|
666
|
|
|
$
|
1,573
|
|
|
$
|
(907
|
)
|
|
(58
|
)%
|
Contingent legal fees
|
|
$
|
627
|
|
|
$
|
4,109
|
|
|
$
|
(3,482
|
)
|
|
(85
|
)%
|
|
|
Three Months Ended
March 31, |
|
%
|
|||
|
|
2017 vs. 2016
|
|
||||
Inventor Royalties:
|
|
|
|||||
Decrease in total revenues
|
|
$
|
(4,165
|
)
|
|
459
|
%
|
Decrease in inventor royalty rates
|
|
(1,554
|
)
|
|
171
|
%
|
|
Decrease in revenues without inventor royalty obligations primarily due to upfront advance related preferred returns
|
|
4,812
|
|
|
(530
|
)%
|
|
Total change in inventor royalties expense
|
|
$
|
(907
|
)
|
|
100
|
%
|
Contingent Legal Fees:
|
|
|
|
|
|||
Decrease in total revenues
|
|
$
|
(2,823
|
)
|
|
81
|
%
|
Decrease in contingent legal fee rates
|
|
(880
|
)
|
|
25
|
%
|
|
Decrease in revenues without contingent legal fee obligations
|
|
221
|
|
|
(6
|
)%
|
|
Total change in contingent legal fees expense
|
|
$
|
(3,482
|
)
|
|
100
|
%
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
(in thousands, except percentage change values)
|
|||||||||||||
Litigation and licensing expenses - patents
|
|
$
|
6,386
|
|
|
$
|
7,723
|
|
|
$
|
(1,337
|
)
|
|
(17
|
)%
|
Amortization of patents
|
|
$
|
5,515
|
|
|
$
|
10,760
|
|
|
$
|
(5,245
|
)
|
|
(49
|
)%
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|||||||||
General and administrative expenses
|
$
|
4,788
|
|
|
$
|
6,259
|
|
|
$
|
(1,471
|
)
|
|
(24
|
)%
|
Non-cash stock compensation expense
|
2,128
|
|
|
1,735
|
|
|
393
|
|
|
23
|
%
|
|||
Total general and administrative expenses
|
$
|
6,916
|
|
|
$
|
7,994
|
|
|
$
|
(1,078
|
)
|
|
(13
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||
|
2017 vs. 2016
|
|
%
|
|||
|
|
|||||
Personnel cost reductions due to headcount reductions
|
$
|
(711
|
)
|
|
66
|
%
|
Variable performance-based compensation costs
|
(364
|
)
|
|
34
|
%
|
|
Corporate, general and administrative costs
|
(440
|
)
|
|
41
|
%
|
|
Non-cash stock compensation expense
|
393
|
|
|
(36
|
)%
|
|
Non-recurring employee severance costs
|
44
|
|
|
(5
|
)%
|
|
Total change in general and administrative expenses
|
$
|
(1,078
|
)
|
|
100
|
%
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Provision for income taxes (in thousands)
|
$
|
(1,241
|
)
|
|
$
|
(192
|
)
|
Effective tax rate
|
11
|
%
|
|
2
|
%
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(979
|
)
|
|
$
|
11,110
|
|
Investing activities
|
(72,470
|
)
|
|
(1,004
|
)
|
||
Financing activities
|
230
|
|
|
—
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Available-for-sale investments, net
|
$
|
(71,470
|
)
|
|
$
|
—
|
|
Investments in patents/ patent rights
|
—
|
|
|
(1,000
|
)
|
||
Advances to Investee
|
(1,000
|
)
|
|
—
|
|
||
Purchases of property and equipment
|
—
|
|
|
(4
|
)
|
||
Net cash used in investing activities
|
$
|
(72,470
|
)
|
|
$
|
(1,004
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
|
|
||
Repurchased restricted common stock
|
$
|
(25
|
)
|
|
$
|
—
|
|
Proceeds from exercises of stock options
|
255
|
|
|
—
|
|
||
Net cash used in financing activities
|
$
|
230
|
|
|
$
|
—
|
|
|
Payments Due by Period (In thousands)
|
||||||||||||||
Contractual Obligations
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Operating leases, net of guaranteed sublease income
|
$
|
3,555
|
|
|
$
|
848
|
|
|
$
|
2,692
|
|
|
$
|
15
|
|
Investment Agreement - Primary Warrant, contingent obligation
(1)
|
30,000
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
||||
Veritone Bridge Loan
(1)
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
||||
Total contractual obligations
|
$
|
36,555
|
|
|
$
|
33,848
|
|
|
$
|
2,692
|
|
|
$
|
15
|
|
EXHIBIT
NUMBER
|
EXHIBIT
|
10.1*
|
Form of Profits Interest Agreement Under AIP Operation LLC Profits Interest Plan.
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
32.1**
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
|
32.2**
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
|
101
|
Interactive Data Files Pursuant to Rule 405 of Regulation S-T
|
*
|
Filed herewith.
|
**
|
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
|
|
ACACIA RESEARCH CORPORATION
|
|
|
|
/
s/ Robert Stewart
|
|
By:
Robert Stewart
|
|
President
|
|
(Principal Executive Officer and Duly Authorized Signatory)
|
|
|
|
/s/ Clayton J. Haynes
|
|
By: Clayton J. Haynes
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial and Accounting Officer)
|
EXHIBIT
NUMBER
|
EXHIBIT
|
10.1*
|
Form of Profits Interest Agreement Under AIP Operation LLC Profits Interest Plan.
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
32.1**
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
|
32.2**
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
|
101
|
Interactive Data Files Pursuant to Rule 405 of Regulation S-T.
|
*
|
Filed herewith.
|
**
|
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
|
|
[•]
By: _______________________
Name: ______________________
Title: ______________________
Date: ___________________
|
Date: [•]
|
Acacia Research Corporation
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Acacia Research Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 10, 2017
|
/s/ Robert Stewart
|
|
|
Robert Stewart
President
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Acacia Research Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 10, 2017
|
/s/ Clayton J. Haynes
|
|
|
Clayton J. Haynes
Chief Financial Officer and Treasurer
|
|
|
By:
/s/ Robert Stewart
Robert Stewart
President
|
|
May 10, 2017
|
|
By:
/s/ Clayton J. Haynes
Clayton J. Haynes
Chief Financial Officer and Treasurer
|
|
May 10, 2017
|