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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Acacia Research Technologies | NASDAQ:ACTG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.02 | -0.41% | 4.91 | 4.80 | 5.09 | 4.96 | 4.89 | 4.96 | 117,615 | 23:00:06 |
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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 1.
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Item 6.
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Signatures
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Exhibit Index
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September 30,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
109,562
|
|
|
$
|
136,604
|
|
Short-term investments - debt securities
|
30,837
|
|
|
—
|
|
||
Short-term investments - equity securities
|
3,011
|
|
|
—
|
|
||
Accounts receivable
|
10,572
|
|
|
153
|
|
||
Prepaid expenses and other current assets
|
3,121
|
|
|
2,938
|
|
||
Total current assets
|
157,103
|
|
|
139,695
|
|
||
|
|
|
|
||||
Investment at fair value (Note 5)
|
36,648
|
|
|
104,754
|
|
||
Other investments
(Note 5)
|
8,195
|
|
|
2,195
|
|
||
Patents, net of accumulated amortization
|
18,147
|
|
|
61,917
|
|
||
Other assets
|
183
|
|
|
207
|
|
||
|
$
|
220,276
|
|
|
$
|
308,768
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
9,067
|
|
|
$
|
7,956
|
|
Royalties and contingent legal fees payable
|
7,193
|
|
|
1,601
|
|
||
Total current liabilities
|
16,260
|
|
|
9,557
|
|
||
Other liabilities
|
1,874
|
|
|
3,552
|
|
||
Total liabilities
|
18,134
|
|
|
13,109
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 49,639,319 and 50,639,926 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
|
50
|
|
|
51
|
|
||
Treasury stock, at cost, 2,919,828 and 1,729,408 shares as of September 30, 2018 and December 31, 2017, respectively
|
(39,272
|
)
|
|
(34,640
|
)
|
||
Additional paid-in capital
|
650,814
|
|
|
648,996
|
|
||
Accumulated comprehensive loss
|
(122
|
)
|
|
(88
|
)
|
||
Accumulated deficit
|
(411,172
|
)
|
|
(320,018
|
)
|
||
Total Acacia Research Corporation stockholders’ equity
|
200,298
|
|
|
294,301
|
|
||
Noncontrolling interests
|
1,844
|
|
|
1,358
|
|
||
Total stockholders’ equity
|
202,142
|
|
|
295,659
|
|
||
|
$
|
220,276
|
|
|
$
|
308,768
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
13,725
|
|
|
$
|
36,633
|
|
|
$
|
82,303
|
|
|
$
|
61,944
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inventor royalties
|
1,181
|
|
|
—
|
|
|
24,166
|
|
|
4,939
|
|
||||
Contingent legal fees
|
2,949
|
|
|
12,173
|
|
|
19,745
|
|
|
16,036
|
|
||||
Other patent acquisition costs
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
||||
Litigation and licensing expenses - patents
|
1,231
|
|
|
4,073
|
|
|
6,106
|
|
|
14,593
|
|
||||
Amortization of patents
|
4,952
|
|
|
5,625
|
|
|
15,560
|
|
|
16,711
|
|
||||
General and administrative expenses
(1)
|
6,089
|
|
|
12,715
|
|
|
16,566
|
|
|
26,365
|
|
||||
Other - business development
|
84
|
|
|
241
|
|
|
577
|
|
|
994
|
|
||||
Impairment of patent-related intangible and other assets
|
—
|
|
|
2,248
|
|
|
29,210
|
|
|
2,248
|
|
||||
Other expenses
|
2,202
|
|
|
—
|
|
|
2,202
|
|
|
—
|
|
||||
Total operating costs and expenses
|
18,688
|
|
|
37,075
|
|
|
118,132
|
|
|
81,886
|
|
||||
Operating loss
|
(4,963
|
)
|
|
(442
|
)
|
|
(35,829
|
)
|
|
(19,942
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Gain on conversion of loans and accrued interest
(Note 5)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,671
|
|
||||
Gain on exercise of Primary Warrant
(Note 5)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,616
|
|
||||
Change in fair value of investment, net
(Note 5)
|
(22,377
|
)
|
|
158,979
|
|
|
(52,127
|
)
|
|
146,281
|
|
||||
Loss on sale of investment (Note 5)
|
(5,539
|
)
|
|
—
|
|
|
(5,539
|
)
|
|
—
|
|
||||
Equity in losses of investee
(Note 5)
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(130
|
)
|
||||
Interest income and other
|
321
|
|
|
164
|
|
|
796
|
|
|
1,423
|
|
||||
Total other income (expense)
|
(27,595
|
)
|
|
159,027
|
|
|
(56,870
|
)
|
|
154,861
|
|
||||
Income (loss) before provision for income taxes
|
(32,558
|
)
|
|
158,585
|
|
|
(92,699
|
)
|
|
134,919
|
|
||||
Provision for income taxes
|
(306
|
)
|
|
(216
|
)
|
|
(782
|
)
|
|
(2,935
|
)
|
||||
Net income (loss) including noncontrolling interests in subsidiaries
|
(32,864
|
)
|
|
158,369
|
|
|
(93,481
|
)
|
|
131,984
|
|
||||
Net (income) loss attributable to noncontrolling interests in subsidiaries
|
(331
|
)
|
|
96
|
|
|
(179
|
)
|
|
399
|
|
||||
Net income (loss) attributable to Acacia Research Corporation
|
$
|
(33,195
|
)
|
|
$
|
158,465
|
|
|
$
|
(93,660
|
)
|
|
$
|
132,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to common stockholders - basic
|
$
|
(33,195
|
)
|
|
$
|
158,326
|
|
|
$
|
(93,660
|
)
|
|
$
|
132,142
|
|
Net income (loss) attributable to common stockholders - diluted
|
$
|
(33,195
|
)
|
|
$
|
158,326
|
|
|
$
|
(93,660
|
)
|
|
$
|
132,143
|
|
Basic net income (loss) per common share
|
$
|
(0.67
|
)
|
|
$
|
3.13
|
|
|
$
|
(1.87
|
)
|
|
$
|
2.62
|
|
Diluted net income (loss) per common share
|
$
|
(0.67
|
)
|
|
$
|
3.13
|
|
|
$
|
(1.87
|
)
|
|
$
|
2.61
|
|
Weighted average number of shares outstanding - basic
|
49,557,748
|
|
|
50,554,234
|
|
|
50,080,234
|
|
|
50,462,990
|
|
||||
Weighted average number of shares outstanding - diluted
|
49,557,748
|
|
|
50,599,974
|
|
|
50,080,234
|
|
|
50,684,725
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
General and administrative expenses
|
$
|
6,099
|
|
|
$
|
3,262
|
|
|
$
|
16,394
|
|
|
$
|
13,297
|
|
Non-cash stock compensation expense - G&A
|
566
|
|
|
1,272
|
|
|
1,791
|
|
|
4,833
|
|
||||
Non-cash stock compensation expense - Profits Interests (Note 7)
|
(576
|
)
|
|
8,181
|
|
|
(1,619
|
)
|
|
8,235
|
|
||||
Total general and administrative expenses
|
$
|
6,089
|
|
|
$
|
12,715
|
|
|
$
|
16,566
|
|
|
$
|
26,365
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) including noncontrolling interests
|
$
|
(32,864
|
)
|
|
$
|
158,369
|
|
|
$
|
(93,481
|
)
|
|
$
|
131,984
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain on short-term investments, net of tax of $0
|
85
|
|
|
15
|
|
|
75
|
|
|
20
|
|
||||
Unrealized gain (loss) on foreign currency translation, net of tax of $0
|
(5
|
)
|
|
9
|
|
|
(109
|
)
|
|
18
|
|
||||
Total other comprehensive income (loss)
|
(32,784
|
)
|
|
158,393
|
|
|
(93,515
|
)
|
|
132,022
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(331
|
)
|
|
96
|
|
|
(179
|
)
|
|
399
|
|
||||
Comprehensive income (loss) attributable to Acacia Research Corporation
|
$
|
(33,115
|
)
|
|
$
|
158,489
|
|
|
$
|
(93,694
|
)
|
|
$
|
132,421
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss) including noncontrolling interests in subsidiaries
|
$
|
(93,481
|
)
|
|
$
|
131,984
|
|
Adjustments to reconcile net income (loss) including noncontrolling interests in subsidiaries to net cash provided by operating activities:
|
|
|
|
|
|
||
Gain on conversion of loans and accrued interest
(1)
|
—
|
|
|
(2,671
|
)
|
||
Gain on exercise of Primary Warrant
(1)
|
—
|
|
|
(4,616
|
)
|
||
Change in fair value of investment, net
(1)
|
52,127
|
|
|
(146,281
|
)
|
||
Loss on sale of investment
(1)
|
5,539
|
|
|
—
|
|
||
Depreciation and amortization
|
15,582
|
|
|
16,780
|
|
||
Non-cash stock compensation
|
172
|
|
|
13,068
|
|
||
Impairment of patent-related intangible and other assets
|
29,210
|
|
|
2,248
|
|
||
Other
|
(506
|
)
|
|
(473
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
(5,877
|
)
|
|
26,450
|
|
||
Prepaid expenses and other assets
|
(183
|
)
|
|
(874
|
)
|
||
Accounts payable and accrued expenses
|
1,052
|
|
|
(6,608
|
)
|
||
Royalties and contingent legal fees payable
|
3,864
|
|
|
5,916
|
|
||
Net cash provided by operating activities
|
7,499
|
|
|
34,923
|
|
||
|
|
|
|
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Sale of investment
(1)
|
10,440
|
|
|
—
|
|
||
Investments in Investees
(1)
|
(7,000
|
)
|
|
(31,514
|
)
|
||
Advances to Investee
(1)
|
—
|
|
|
(4,000
|
)
|
||
Purchases of available-for-sale investments
|
(65,883
|
)
|
|
(424,945
|
)
|
||
Maturities and sales of available-for-sale investments
|
32,508
|
|
|
386,920
|
|
||
Net cash used in investing activities
|
(29,935
|
)
|
|
(73,539
|
)
|
||
|
|
|
|
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Repurchase of common stock
|
(4,634
|
)
|
|
—
|
|
||
Repurchased restricted common stock
|
(229
|
)
|
|
(35
|
)
|
||
Proceeds from exercises of stock options
|
257
|
|
|
680
|
|
||
Net cash provided by (used in) financing activities
|
(4,606
|
)
|
|
645
|
|
||
|
|
|
|
|
|
||
Decrease in cash and cash equivalents
|
(27,042
|
)
|
|
(37,971
|
)
|
||
Cash and cash equivalents, beginning
|
136,604
|
|
|
139,052
|
|
||
Cash and cash equivalents, ending
|
$
|
109,562
|
|
|
$
|
101,081
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Paid-up Revenue Agreements
|
$
|
7,250
|
|
|
$
|
35,300
|
|
|
$
|
70,496
|
|
|
$
|
57,460
|
|
Recurring Revenue Agreements
|
3,005
|
|
|
1,333
|
|
|
8,337
|
|
|
4,484
|
|
||||
Other Settlements
|
3,470
|
|
|
—
|
|
|
3,470
|
|
|
—
|
|
||||
|
$
|
13,725
|
|
|
$
|
36,633
|
|
|
$
|
82,303
|
|
|
$
|
61,944
|
|
(i)
|
Level 1
-
Observable Inputs
: Quoted prices in active markets for identical investments;
|
(ii)
|
Level 2
-
Pricing Models with Significant Observable Inputs
: Other significant observable inputs, including quoted prices for similar investments, interest rates, credit risk, etc.; and
|
(iii)
|
Level 3
-
Unobservable Inputs
: Significant unobservable inputs, including the entity’s own assumptions in determining the fair value of investments.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets as of September 30, 2018:
|
|
|
|
|
|
||||||
Short-term investments - debt securities
|
$
|
30,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments - equity securities
|
3,011
|
|
|
—
|
|
|
—
|
|
|||
Investment at fair value - warrants (Note 5)
|
—
|
|
|
—
|
|
|
4,110
|
|
|||
Investment at fair value - common stock (Note 5)
(1)
|
32,538
|
|
|
—
|
|
|
—
|
|
|||
Total recurring fair value measurements
|
$
|
66,386
|
|
|
$
|
—
|
|
|
$
|
4,110
|
|
Assets as of December 31, 2017:
|
|
|
|
|
|
||||||
Investment at fair value (Note 5)
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,754
|
|
|
|
|
|
|
|
||||||
Liabilities as of September 30, 2018:
|
|
|
|
|
|
||||||
Profits interest units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,422
|
|
Liabilities as of December 31, 2017:
|
|
|
|
|
|
||||||
Profits interest units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,041
|
|
|
|
|
|
|
|
(1)
|
As of December 31, 2017, the Company's shares of common stock of Veritone Inc. ("Veritone") were subject to a lock-up agreement that expired on February 15, 2018 and measured at fair value using level 3 inputs. As of March 31, 2018 and September 30, 2018, the Company's shares of Veritone common stock were not subject to a lock-up agreement and measured at fair value using level 1 inputs. At June 30, 2018, the Company's shares of Veritone common stock were subject to a lock-up agreement that expired on August 15, 2018, subsequent to which the shares may be sold pursuant to Rule 144, subject to volume limitations and Rule 144 filing requirements, as well as other restrictions under applicable securities laws.
|
|
Investment at Fair Value
|
|
Other Liabilities
|
||||||||||||
|
Common Stock
|
|
Warrants
|
|
Total
|
|
Profits Interest Units
|
||||||||
Opening balance as of January 1, 2018
|
$
|
90,795
|
|
|
$
|
13,959
|
|
|
$
|
104,754
|
|
|
$
|
3,041
|
|
Total gains and losses included in earnings for the period
(1)
|
|
|
|
|
|
|
|
||||||||
Non-cash stock compensation expense - Profits Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,619
|
)
|
||||
Change in fair value of investment, net
|
(42,278
|
)
|
|
(9,849
|
)
|
|
(52,127
|
)
|
|
—
|
|
||||
Realized loss on sale
|
(5,539
|
)
|
|
—
|
|
|
(5,539
|
)
|
|
—
|
|
||||
Purchases, issues, sales and settlements
|
(10,440
|
)
|
|
—
|
|
|
(10,440
|
)
|
|
—
|
|
||||
Transfers to Level 1
|
(32,538
|
)
|
|
—
|
|
|
(32,538
|
)
|
|
—
|
|
||||
Total recurring fair value measurements
(1)
|
$
|
—
|
|
|
$
|
4,110
|
|
|
$
|
4,110
|
|
|
$
|
1,422
|
|
|
|
|
Gross Unrealized
|
|
Gross Realized
|
|
|
||||||||||||||||
Security Type
|
Cost
|
|
Gains
|
|
Losses
|
|
Gains
|
|
Losses
|
|
Fair Value
|
||||||||||||
September 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government fixed income securities (Maturity dates in 2018)
|
$
|
30,843
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,837
|
|
Equity securities
|
2,930
|
|
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
3,011
|
|
|||||||
|
$
|
33,773
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
33,848
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - basic
|
|
49,557,748
|
|
|
50,554,234
|
|
|
50,080,234
|
|
|
50,462,990
|
|
||||
Potentially dilutive options and restricted stock units
|
|
—
|
|
|
45,740
|
|
|
—
|
|
|
221,735
|
|
||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders – diluted
|
|
49,557,748
|
|
|
50,599,974
|
|
|
50,080,234
|
|
|
50,684,725
|
|
||||
Basic net income (loss) per common share
|
|
$
|
(0.67
|
)
|
|
$
|
3.13
|
|
|
$
|
(1.87
|
)
|
|
$
|
2.62
|
|
Diluted net income (loss) per common share
|
|
$
|
(0.67
|
)
|
|
$
|
3.13
|
|
|
$
|
(1.87
|
)
|
|
$
|
2.61
|
|
Anti-dilutive equity-based incentive awards excluded from the computation of diluted loss per share
|
|
3,518,070
|
|
|
6,029,156
|
|
|
3,549,770
|
|
|
4,618,618
|
|
||||
Maximum price of awards excluded from the computation of diluted loss per share
|
|
$
|
6.75
|
|
|
$
|
6.75
|
|
|
$
|
6.75
|
|
|
$
|
6.75
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
Revenues
|
|
$
|
4,168
|
|
|
$
|
8,556
|
|
Gross profit
|
|
3,348
|
|
|
7,172
|
|
||
Operating expenses
|
|
17,081
|
|
|
34,855
|
|
||
Other income (expense), net
|
|
133
|
|
|
316
|
|
||
Net loss attributable to common stockholders
|
|
$
|
(14,330
|
)
|
|
$
|
(27,379
|
)
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders - basic and diluted
|
|
$
|
(0.88
|
)
|
|
$
|
(1.69
|
)
|
|
|
June 30,
2018 |
|
December 31, 2017
|
||||
Current assets
|
|
$
|
97,833
|
|
|
$
|
83,805
|
|
Noncurrent assets
|
|
7,190
|
|
|
4,753
|
|
||
Total Assets
|
|
$
|
105,023
|
|
|
$
|
88,558
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
32,027
|
|
|
$
|
27,256
|
|
Noncurrent liabilities
|
|
473
|
|
|
—
|
|
||
Total liabilities
|
|
32,500
|
|
|
27,256
|
|
||
Preferred stock
|
|
—
|
|
|
—
|
|
||
Total stockholder's equity (deficit)
|
|
72,523
|
|
|
61,302
|
|
||
Total liabilities, preferred stock and stockholders’ equity
|
|
$
|
105,023
|
|
|
$
|
88,558
|
|
|
Total Number of Shares Purchased
|
Average Price paid per Share
|
Approximate Dollar Value of
Shares that May Yet be
Purchased under the Program
|
Plan Expiration
|
|||||
|
|
|
|
|
|||||
May 1, 2018- May 30, 2018
|
1,190,420
|
|
$
|
3.89
|
|
$
|
15,366,000
|
|
February 28, 2019
|
Totals for 2018
|
1,190,420
|
|
$
|
3.89
|
|
|
|
|
|
Balance at December 31, 2017
|
|
Adjustments Due to ASC 606
|
|
Balance at January 1, 2018
|
||||||
Balance Sheets:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
153
|
|
|
$
|
4,542
|
|
|
$
|
4,695
|
|
Royalties and contingent legal fees payable
|
|
1,601
|
|
|
1,728
|
|
|
3,329
|
|
|||
Accumulated deficit
|
|
(320,018
|
)
|
|
2,506
|
|
|
(317,512
|
)
|
|||
Noncontrolling interests
|
|
1,358
|
|
|
308
|
|
|
1,666
|
|
|
|
September 30, 2018
|
||||||||||
|
|
Balance as Reported
|
|
Balance under Legacy GAAP
|
|
Effect of Change
|
||||||
Balance Sheets:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
10,572
|
|
|
$
|
7,250
|
|
|
$
|
3,322
|
|
Royalties and contingent legal fees payable
|
|
7,193
|
|
|
6,011
|
|
|
1,182
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended September 30, 2018
|
||||||||||
|
|
Balance as Reported
|
|
Balance under Legacy GAAP
|
|
Effect of Change
|
||||||
Statements of Operations:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
13,725
|
|
|
$
|
15,798
|
|
|
$
|
(2,073
|
)
|
Inventor royalties
|
|
1,181
|
|
|
1,050
|
|
|
131
|
|
|||
Contingent legal fees
|
|
2,949
|
|
|
3,598
|
|
|
(649
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
|
Balance as Reported
|
|
Balance under Legacy GAAP
|
|
Effect of Change
|
||||||
Statements of Operations:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
82,303
|
|
|
$
|
83,583
|
|
|
$
|
(1,280
|
)
|
Inventor royalties
|
|
$
|
24,166
|
|
|
$
|
23,718
|
|
|
$
|
448
|
|
Contingent legal fees
|
|
$
|
19,745
|
|
|
$
|
20,339
|
|
|
$
|
(594
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues (in thousands)
|
$
|
13,725
|
|
|
$
|
36,633
|
|
|
$
|
82,303
|
|
|
$
|
61,944
|
|
New agreements executed
|
3
|
|
|
3
|
|
|
9
|
|
|
18
|
|
||||
Licensing and enforcement programs generating revenues
|
6
|
|
|
7
|
|
|
8
|
|
|
13
|
|
•
|
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
|
•
|
fluctuations in overall patent portfolio related enforcement activities which are impacted by the portfolio intake challenges discussed above.
|
•
|
Bone Wedge technology
(1)(2)
|
|
•
|
Semiconductor and Memory-Related technology
(2)
|
•
|
Cardiology and Vascular Device technology
(1)(2)
|
|
•
|
Semiconductor Testing technology
(1)
|
•
|
DisplayPort and MIPI DSI technology
(2)
|
|
•
|
Shared Memory for Multimedia Processing technology
(2)
|
•
|
Electronic Access Control technology
(2)
|
|
•
|
Speech codes used in wireless and wireline systems technology
(1)(2)
|
•
|
Innovative Display technology
(2)
|
|
•
|
Super Resolutions Microscopy technology
(1)(2)
|
•
|
Online Auction Guarantee technology
(1)(2)
|
|
•
|
Video Conferencing technology
(1)(2)
|
•
|
Optical Networking technology
(2)
|
|
•
|
Wireless Infrastructure and User Equipment technology
(1)(2)
|
|
Three Months Ended
September 30, |
|
%
|
|
Nine Months Ended
September 30, |
|
%
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
13,725
|
|
|
$
|
36,633
|
|
|
(63
|
)%
|
|
$
|
82,303
|
|
|
$
|
61,944
|
|
|
33
|
%
|
Operating costs and expenses
|
18,688
|
|
|
37,075
|
|
|
(50
|
)%
|
|
118,132
|
|
|
81,886
|
|
|
44
|
%
|
||||
Operating loss
|
(4,963
|
)
|
|
(442
|
)
|
|
*
|
|
|
(35,829
|
)
|
|
(19,942
|
)
|
|
80
|
%
|
||||
Other income (expense), net
|
(27,595
|
)
|
|
159,027
|
|
|
(117
|
)%
|
|
(56,870
|
)
|
|
154,861
|
|
|
(137
|
)%
|
||||
Income (loss) before provision for income taxes
|
(32,558
|
)
|
|
158,585
|
|
|
(121
|
)%
|
|
(92,699
|
)
|
|
134,919
|
|
|
(169
|
)%
|
||||
Provision for income taxes
|
(306
|
)
|
|
(216
|
)
|
|
42
|
%
|
|
(782
|
)
|
|
(2,935
|
)
|
|
(73
|
)%
|
||||
Net income (loss) attributable to Acacia Research Corporation
|
(33,195
|
)
|
|
158,465
|
|
|
(121
|
)%
|
|
(93,660
|
)
|
|
132,383
|
|
|
(171
|
)%
|
•
|
Revenues decreased
$22.9 million
to
$13.7 million
for the three months ended
September 30, 2018
, as compared to
$36.6 million
in the comparable prior year quarter,
due primarily to
a
decrease in
the average revenue per agreement executed during the quarter. Refer to “
Investments in Patent Portfolios”
above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.
|
•
|
Loss before provision for income taxes was
$32.6 million
for the three months ended
September 30, 2018
, as compared to income before provision for income taxes of
$158.6 million
for the three months ended
September 30, 2017
. The net change was primarily comprised of the change in revenues described above, a
$22.4 million
unrealized loss
for the three months ended
September 30, 2018
as compared to a
$159.0 million
unrealized gain for the comparable prior year period on our equity investment in Veritone, and other changes in operating expenses as follows:
|
•
|
Inventor royalties and contingent legal fees, on a combined basis, decreased
$8.0 million
, primarily due to the decrease in related revenues for the periods.
|
•
|
Litigation and licensing expenses-patents decreased
$2.8 million
, or
70%
, to
$1.2 million
,
due primarily to a net decrease in litigation support and third-party technical consulting expenses associated with ongoing licensing and enforcement programs and a continued overall decrease in portfolio related enforcement activities.
Refer to “
Investments in Patent Portfolios”
above for additional information regarding the impact of portfolio acquisition trends on licensing and enforcement activities and current and future licensing and enforcement related revenues.
|
•
|
General and administrative expenses, excluding non-cash stock compensation, increased
$2.8 million
, or
87%
, to
$6.1 million
,
due primarily to an increase in corporate, general and administrative costs related to the 2018 proxy contest and employee related severance costs.
|
•
|
Net non-cash stock compensation expense decreased
$9.5 million
, or
100%
, due to the decrease in the fair value of our Veritone related profits interest units, or Profits Interests, consistent with the decrease in the underlying Veritone stock price since June 30, 2018. In addition, the decrease was due to third quarter 2017 non-cash stock compensation expense including amounts related to the August 2016 grant of options with market-based vesting conditions with graded vesting features, resulting in higher non-cash stock compensation expense during the earlier stages of the applicable service period. Excluding non-cash stock compensation related to the Profits Interest, non-cash stock compensation expense decreased
$706,000
, or
56%
.
|
•
|
During the three months ended
September 30, 2017
, Acacia recorded impairment of patent-related intangible asset charges of
$2.2 million
. The impairment charges were realized in the period due to a reduction in expected estimated future net cash flows for certain patent portfolios. The impairment charges consisted of the excess of the asset’s carrying value over its estimated fair value as of
September 30, 2017
.
|
•
|
During the three months ended
September 30, 2018
, operating expenses included expenses for settlement and contingency accruals totaling
$2.2 million
.
|
•
|
Revenues increased
$20.4 million
to
$82.3 million
for the
nine
months ended
September 30, 2018
, as compared to
$61.9 million
in the comparable prior year period,
due primarily to an increase in
the average revenue per agreement executed during the 2018 period. Refer to “
Investments in Patent Portfolios”
above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.
|
•
|
Loss before provision for income taxes was
$92.7 million
for the
nine
months ended
September 30, 2018
, as compared to income before provision for income taxes of
$134.9 million
for the
nine
months ended
September 30, 2017
. The net change was primarily comprised of a
$198.4 million
increase in the unrealized loss on our equity investment in Veritone and other changes in operating expenses as follows:
|
•
|
Inventor royalties, contingent legal fees and other patent acquisition costs, on a combined basis, increased
$26.9 million
primarily due to the increase in related revenues for the periods.
|
•
|
Litigation and licensing expenses-patents decreased
$8.5 million
, or
58%
, to
$6.1 million
,
due primarily to a net decrease in litigation support and third-party technical consulting expenses associated with ongoing licensing and enforcement programs and a continued overall decrease in portfolio related enforcement activities.
Refer to “
Investments in Patent Portfolios”
above for additional information regarding the impact of portfolio acquisition trends on licensing and enforcement activities and current and future licensing and enforcement related revenues.
|
•
|
General and administrative expenses, excluding non-cash stock compensation, increased
$3.1 million
or
23%
, to
$16.4 million
due primarily to increase in corporate, general and administrative costs related to the 2018 proxy contest and an increase in employee related severance costs.
|
•
|
Net non-cash stock compensation expense decreased
$12.9 million
, or
99%
, primarily due to the decrease in the fair value of our Veritone related profits interest units, consistent with the decrease in the underlying Veritone stock price since December 31, 2017 and 2017 non-cash stock compensation expense including amounts related to the August 2016 grant of options with market-based vesting conditions with graded vesting features, resulting in higher non-cash stock compensation expense during the earlier stages of the applicable service period. Excluding non-cash stock compensation related to the Profits Interest, non-cash stock compensation expense decreased
$3.0 million
, or
63%
.
|
•
|
During the nine months ended
September 30, 2018
, we recorded impairment of patent-related intangible asset charges of
$28.2 million
and other impairments of $1.0 million, as compared to
$2.2 million
for the prior year period.
|
•
|
During the nine months ended
September 30, 2018
, operating expenses included expenses for settlement and contingency accruals totaling
$2.2 million
.
|
•
|
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; and
|
•
|
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.
|
|
|
Balance at December 31, 2017
|
|
Adjustments Due to ASC 606
|
|
Balance at January 1, 2018
|
||||||
Balance Sheets:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
153
|
|
|
$
|
4,542
|
|
|
$
|
4,695
|
|
Royalties and contingent legal fees payable
|
|
1,601
|
|
|
1,728
|
|
|
3,329
|
|
|||
Accumulated deficit
|
|
(320,018
|
)
|
|
2,506
|
|
|
(317,512
|
)
|
|||
Noncontrolling interests
|
|
1,358
|
|
|
308
|
|
|
1,666
|
|
|
|
September 30, 2018
|
||||||||||
|
|
Balance as Reported
|
|
Balance under Legacy GAAP
|
|
Effect of Change
|
||||||
Balance Sheets:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
10,572
|
|
|
$
|
7,250
|
|
|
$
|
3,322
|
|
Royalties and contingent legal fees payable
|
|
7,193
|
|
|
6,011
|
|
|
1,182
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended September 30, 2018
|
||||||||||
|
|
Balance as Reported
|
|
Balance under Legacy GAAP
|
|
Effect of Change
|
||||||
Statements of Operations:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
13,725
|
|
|
$
|
15,798
|
|
|
$
|
(2,073
|
)
|
Inventor royalties
|
|
1,181
|
|
|
1,050
|
|
|
131
|
|
|||
Contingent legal fees
|
|
2,949
|
|
|
3,598
|
|
|
(649
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
|
Balance as Reported
|
|
Balance under Legacy GAAP
|
|
Effect of Change
|
||||||
Statements of Operations:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
82,303
|
|
|
$
|
83,583
|
|
|
$
|
(1,280
|
)
|
Inventor royalties
|
|
$
|
24,166
|
|
|
$
|
23,718
|
|
|
$
|
448
|
|
Contingent legal fees
|
|
$
|
19,745
|
|
|
$
|
20,339
|
|
|
$
|
(594
|
)
|
|
|
Three Months Ended
September 30, |
|
Change
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues (in thousands, except percentage change values)
|
|
$
|
13,725
|
|
|
$
|
36,633
|
|
|
$
|
(22,908
|
)
|
|
(63
|
)%
|
|
$
|
82,303
|
|
|
$
|
61,944
|
|
|
$
|
20,359
|
|
|
33
|
%
|
New agreements executed
|
|
3
|
|
|
3
|
|
|
|
|
|
|
9
|
|
|
18
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Change
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
|
|
(in thousands, except percentage change values)
|
||||||||||||||||||||||||||||
Income (loss) before provision for income taxes
|
|
$
|
(32,558
|
)
|
|
$
|
158,585
|
|
|
$
|
(191,143
|
)
|
|
(121
|
)%
|
|
$
|
(92,699
|
)
|
|
$
|
134,919
|
|
|
$
|
(227,618
|
)
|
|
169
|
%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||
|
2018 vs. 2017
|
|
%
|
|
2018 vs. 2017
|
|
%
|
||||||
|
(in thousands, except percentage values)
|
||||||||||||
Increase (decrease) in revenues
|
$
|
(22,908
|
)
|
|
12
|
%
|
|
$
|
20,359
|
|
|
(9
|
)%
|
(Increase) decrease in inventor royalties, contingent legal fees and other
|
8,043
|
|
|
(4
|
)%
|
|
(26,936
|
)
|
|
12
|
%
|
||
Increase in general and administrative expenses
|
(2,837
|
)
|
|
1
|
%
|
|
(3,097
|
)
|
|
1
|
%
|
||
Decrease in non-cash stock compensation expenses
|
9,463
|
|
|
(5
|
)%
|
|
12,896
|
|
|
(6
|
)%
|
||
Decrease in litigation and licensing expenses
|
2,842
|
|
|
(1
|
)%
|
|
8,487
|
|
|
(4
|
)%
|
||
Decrease in patent amortization expenses
|
673
|
|
|
—
|
%
|
|
1,151
|
|
|
(1
|
)%
|
||
(Increase) decrease in patent-related impairment charges and other
|
2,248
|
|
|
(1
|
)%
|
|
(26,962
|
)
|
|
12
|
%
|
||
Change in realized and unrealized gain (loss) on investment
|
(186,895
|
)
|
|
97
|
%
|
|
(211,234
|
)
|
|
94
|
%
|
||
Other
|
(1,772
|
)
|
|
1
|
%
|
|
(2,282
|
)
|
|
1
|
%
|
||
Total change in income (loss) before provision for income taxes
|
$
|
(191,143
|
)
|
|
100
|
%
|
|
$
|
(227,618
|
)
|
|
100
|
%
|
|
|
Three Months Ended
September 30, |
|
Change
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
|
|
(in thousands, except percentage change values)
|
||||||||||||||||||||||||||||
Inventor royalties
|
|
$
|
1,181
|
|
|
$
|
—
|
|
|
$
|
1,181
|
|
|
100
|
%
|
|
$
|
24,166
|
|
|
$
|
4,939
|
|
|
$
|
19,227
|
|
|
*
|
|
Contingent legal fees
|
|
$
|
2,949
|
|
|
$
|
12,173
|
|
|
$
|
(9,224
|
)
|
|
(76
|
)%
|
|
$
|
19,745
|
|
|
$
|
16,036
|
|
|
$
|
3,709
|
|
|
23
|
%
|
Other patent acquisition costs
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
4,000
|
|
|
$
|
—
|
|
|
$
|
4,000
|
|
|
100
|
%
|
|
|
Three Months Ended
September 30, |
|
Change
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
|
|
(in thousands, except percentage change values)
|
||||||||||||||||||||||||||||
Litigation and licensing expenses - patents
|
|
$
|
1,231
|
|
|
$
|
4,073
|
|
|
$
|
(2,842
|
)
|
|
(70
|
)%
|
|
$
|
6,106
|
|
|
$
|
14,593
|
|
|
$
|
(8,487
|
)
|
|
(58
|
)%
|
Amortization of patents
|
|
$
|
4,952
|
|
|
$
|
5,625
|
|
|
$
|
(673
|
)
|
|
(12
|
)%
|
|
$
|
15,560
|
|
|
$
|
16,711
|
|
|
$
|
(1,151
|
)
|
|
(7
|
)%
|
Impairment of patent-related intangible and other assets
|
|
$
|
—
|
|
|
$
|
2,248
|
|
|
$
|
(2,248
|
)
|
|
(100
|
)%
|
|
$
|
29,210
|
|
|
$
|
2,248
|
|
|
$
|
26,962
|
|
|
*
|
|
|
|
Three Months Ended
September 30, |
|
Change
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
General and administrative expenses
|
|
$
|
6,099
|
|
|
$
|
3,262
|
|
|
$
|
2,837
|
|
|
87
|
%
|
|
$
|
16,394
|
|
|
$
|
13,297
|
|
|
$
|
3,097
|
|
|
23
|
%
|
Non-cash stock compensation expense - G&A
|
|
566
|
|
|
1,272
|
|
|
(706
|
)
|
|
(56
|
)%
|
|
1,791
|
|
|
4,833
|
|
|
(3,042
|
)
|
|
(63
|
)%
|
||||||
Non-cash stock compensation expense - Profits Interests
|
|
$
|
(576
|
)
|
|
$
|
8,181
|
|
|
$
|
(8,757
|
)
|
|
(107
|
)%
|
|
$
|
(1,619
|
)
|
|
$
|
8,235
|
|
|
$
|
(9,854
|
)
|
|
(120
|
)%
|
Total general and administrative expenses
|
|
$
|
6,089
|
|
|
$
|
12,715
|
|
|
$
|
(6,626
|
)
|
|
(52
|
)%
|
|
$
|
16,566
|
|
|
$
|
26,365
|
|
|
$
|
(9,799
|
)
|
|
(37
|
)%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||
|
2018 vs. 2017
|
|
%
|
|
2018 vs. 2017
|
|
%
|
||||||
|
|
|
|
||||||||||
Personnel cost reductions due to headcount reductions
|
$
|
(99
|
)
|
|
1
|
%
|
|
$
|
(818
|
)
|
|
8
|
%
|
Variable performance-based compensation costs
|
(332
|
)
|
|
5
|
%
|
|
250
|
|
|
(3
|
)%
|
||
Corporate, general and administrative costs
|
1,366
|
|
|
(21
|
)%
|
|
3,157
|
|
|
(32
|
)%
|
||
Non-cash stock compensation expense
|
(9,463
|
)
|
|
143
|
%
|
|
(12,896
|
)
|
|
132
|
%
|
||
Non-recurring employee severance costs
|
1,902
|
|
|
(30
|
)%
|
|
508
|
|
|
(6
|
)%
|
||
Total change in general and administrative expenses
|
$
|
(6,626
|
)
|
|
100
|
%
|
|
$
|
(9,799
|
)
|
|
100
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes (in thousands)
|
$
|
(306
|
)
|
|
$
|
(216
|
)
|
|
$
|
(782
|
)
|
|
$
|
(2,935
|
)
|
Effective tax rate
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
2
|
%
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
7,499
|
|
|
$
|
34,923
|
|
Investing activities
|
(29,935
|
)
|
|
(73,539
|
)
|
||
Financing activities
|
(4,606
|
)
|
|
645
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Sale of investment
|
$
|
10,440
|
|
|
$
|
—
|
|
Investments in Investees
|
(7,000
|
)
|
|
(31,514
|
)
|
||
Advances to Investee
|
—
|
|
|
(4,000
|
)
|
||
Available-for-sale investments, net (cash management activities)
|
(33,375
|
)
|
|
(38,025
|
)
|
||
Net cash used in investing activities
|
$
|
(29,935
|
)
|
|
$
|
(73,539
|
)
|
•
|
Partnership with Miso Robotics, Inc.
In June 2017, we partnered with Miso Robotics, an innovative leader in robotics and AI solutions, which included an equity investment totaling $2.25 million, as part of Miso Robotics’ closing of $3.1 million in Series A funding. In addition, in February 2018, we made an additional strategic equity investment totaling $6.0 million in the Series B financing round for Miso Robotics, increasing our fully diluted ownership interest to approximately 30% as of
September 30, 2018
.
|
•
|
Investment in Veritone.
On March 14, 2017, we entered into an additional secured convertible promissory note with Veritone, or the Veritone Bridge Loan, which permitted Veritone to borrow up to an additional $4.0 million, bearing interest at the rate of 8.0% per annum. On March 17, 2017, we funded the initial $1.0 million advance, or the First Bridge Loan. On April 14, 2017, we funded the second $1.0 million advance, or the Second Bridge Loan. All advances and accrued interest under the Veritone Bridge Loan were due and payable on November 25, 2017. In May 2017, pursuant to the terms of the Veritone Bridge Loan, we elected to make an additional advance to Veritone totaling $2.0 million, representing all principal amounts not advanced upon Veritone’s consummation of its IPO. Upon consummation of Veritone’s IPO, the outstanding principal balance and accrued interest under the Veritone Bridge Loan, totaling $4.0 million, automatically converted into 295,440 shares of Veritone’s common stock based on a conversion price of $13.6088 per share. During the nine months ended September 30, 2018, we sold one million shares of Veritone common stock at $10.44 per share.
|
|
Total Number of Shares Purchased
|
Average Price paid per Share
|
Approximate Dollar Value of
Shares that May Yet be
Purchased under the Program
|
Plan Expiration
|
|||||
|
|
|
|
|
|||||
May 1, 2018- May 30, 2018
|
1,190,420
|
|
$
|
3.89
|
|
$
|
15,366,000
|
|
February 28, 2019
|
Totals for 2018
|
1,190,420
|
|
$
|
3.89
|
|
|
|
|
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
|
$
|
1,717
|
|
|
$
|
221
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
Total
|
$
|
1,717
|
|
|
$
|
221
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
EXHIBIT
NUMBER
|
EXHIBIT
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
31.1#
|
|
31.2#
|
|
32.1**#
|
|
32.2**#
|
|
101#
|
#
|
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/
Marc Booth
|
|
By: Marc W. Booth
|
|
Chief Intellectual Property Officer
|
|
(Principal Executive Officer and Duly Authorized Signatory)
|
|
|
|
/s/ Kirsten L. Hoover
|
|
By: Kirsten L. Hoover
|
|
Corporate Controller
|
|
(Principal Financial Officer)
|
EXHIBIT
NUMBER
|
EXHIBIT
|
10.1
|
Employment Agreement, effective August 13, 2018, by and between Acacia Research Group, LLC and Marc Booth (incorporated by reference to Acacia Research Corporation’s Current Report on Form 8-K filed on August 16, 2018 (File No. 001-37721)
|
10.2
|
Separation Agreement and General Release of Claims, effective August 10, 2018, by and between Acacia Research Group, LLC and Clayton J. Haynes (incorporated by reference to Acacia Research Corporation’s Current Report on Form 8-K filed on August 16, 2018 (File No. 001-37721)
|
10.3
|
Consulting Agreement, effective August 10, 2018, by and between Acacia Research Corporation and Clayton J. Haynes (incorporated by reference to Acacia Research Corporation’s Current Report on Form 8-K filed on August 16, 2018 (File No. 001-37721)
|
10.4
|
Separation Agreement and General Release of Claims, effective August 10, 2018, by and between Acacia Research Group, LLC and Edward J. Treska (incorporated by reference to Acacia Research Corporation’s Current Report on Form 8-K filed on August 16, 2018 (File No. 001-37721)
|
10.5
|
Consulting Agreement, effective August 10, 2018, by and between Acacia Research Corporation and Edward J. Treska (incorporated by reference to Acacia Research Corporation’s Current Report on Form 8-K filed on August 16, 2018 (File No. 001-37721)
|
31.1#
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
31.2#
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
32.1**#
|
Certification of Principal 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 Principal 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.
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