Cost and Equity Method Investments Disclosure [Text Block] | LOAN RECEIVABLE AND INVESTMENT IN WARRANTS AND SHARES On August 15, 2016, Acacia entered into an Investment Agreement with Veritone, Inc. (“Veritone”), which provides for Acacia to invest up to $50 million in Veritone, consisting of both debt and equity components. Pursuant to the Investment Agreement, on August 15, 2016, Acacia entered into a secured convertible promissory note with Veritone (the “Veritone Loans”), which permits Veritone to borrow up to $20 million through two $10 million advances, each bearing interest at the rate of 6.0% per annum (included in Other Income (Expense) in the consolidated statement of operations). On August 15, 2016, Acacia funded the initial $10 million loan (the “First Loan”), which initially had a one-year term. On November 25, 2016, Acacia funded the second $10 million loan (the “Second Loan”), which has a one-year term. In addition, upon the funding of the Second Loan, the maturity date of the First Loan was automatically extended to the maturity date of the Second Loan. As a result, both the First Loan and the Second Loan are due and payable on November 25, 2017. Veritone’s obligations under the Veritone Loans are secured by substantially all of Veritone’s assets pursuant to a security agreement that Acacia entered into with Veritone dated August 15, 2016. In addition, commencing on the earlier of Veritone’s consummation of a private round of financing of at least $10 million (a “Next Equity Financing”) and the maturity date of the Veritone Loans, Acacia has the right, under certain circumstances, to convert all or a portion of the principal and accrued interest of the Veritone Loans into shares of Veritone’s Series B Preferred Stock or, if Veritone consummates a Next Equity Financing, into shares of Veritone capital stock issued in such financing, at various contractual conversion rates, with the exact conversion rate to depend upon (i) whether Veritone consummates a Next Equity Financing, (ii) the price per share in such Next Equity Financing and (iii) whether or not Acacia elects to convert all of the outstanding principal and accrued interest under the Veritone Loans. If Veritone consummates a qualified public offering of its common stock, with gross proceeds to Veritone of at least $15.0 million (“IPO”), any outstanding principal and accrued interest under the Veritone Loans will automatically convert into shares of Veritone’s common stock at the lower of the applicable conversion rate and the initial public offering price of Veritone's common shares (“IPO Price”). In conjunction with the First Loan, Veritone issued Acacia a four-year $700,000 warrant to purchase shares of Veritone’s common stock at various exercise prices, with the actual exercise price to be determined by the type and/or valuation of Veritone’s future equity financings, if any. Pursuant to an amendment to the warrant agreement effective March 15, 2017, the actual number of shares to be purchased upon exercise of the warrant is determined by dividing the warrant value by the lower of the applicable contractual exercise price and the IPO Price, if applicable. Upon funding of the Second Loan, Veritone issued to Acacia two additional four-year $700,000 warrants to purchase shares of Veritone’s common stock with similar amended terms. In addition, pursuant to the Investment Agreement, Veritone issued Acacia a five-year Primary Warrant to purchase up to $50 million , less all converted amounts or amounts repaid under the Veritone Loans, worth of shares of Veritone’s common stock at various exercise prices, with the actual exercise price per share to be determined by the amount of principal and accrued interest under the Veritone Loans converted into shares of Veritone common stock. Pursuant to an amendment to the Primary Warrant effective March 15, 2017, the Primary Warrant will be exercised automatically upon Veritone's consummation of an IPO, with an exercise price equal to the lower of the applicable contractual exercise price and the IPO Price. In the absence of an automatic exercise, Acacia may exercise the Primary Warrant at any time during its five-year term after August 15, 2017. Immediately following Acacia’s exercise of the Primary Warrant in full, Veritone has the obligation to issue to Acacia an additional 10% Warrant that provides for the issuance of additional shares of Veritone common stock, with 50% of the shares underlying the 10% Warrant vesting as of the issuance date of the 10% Warrant, and the remaining 50% of shares vesting on the anniversary of the issuance date of the 10% Warrant. Veritone Bridge Loan . On March 14, 2017, Acacia entered into an additional secured convertible promissory note with Veritone (the “Veritone Bridge Loan”), which permits Veritone to borrow up to an additional $4.0 million , bearing interest at the rate of 8.0% per annum. On March 17, 2017, Acacia funded the initial $1.0 million advance (the “First Bridge Loan”). Veritone’s obligations under the Veritone Bridge are secured by substantially all of Veritone’s assets. Additional advances of $1.0 million are required upon notice by Veritone on April 15, 2017, May 15, 2017 and June 15, 2017 (“Installment Dates”), provided that no advances to Veritone are required on an Installment Date occurring after April 30, 2017 if (i) Veritone has not completed its initial public offering on or prior to April 30, 2017, or (ii) if certain executives are no longer employees of Veritone as of the applicable Installment Date. All advances and accrued interest under the Veritone Bridge Loan mature and are due and payable in full on November 25, 2017. The outstanding principal balance and any accrued but unpaid interest under the Veritone Bridge Loan will automatically convert, immediately prior to Veritone’s consummation of an IPO, into that number of shares of Veritone common stock determined by dividing the Veritone Bridge Loan amounts outstanding by the lower of $8.1653 or the IPO Price, subject to a conversion limit of 981,958 shares of Veritone common stock. In conjunction with the Veritone Bridge Loan, Veritone will issue to Acacia up to 100,000 shares of Veritone common stock (“Upfront Shares”), and upon each additional advance, if any, will issue (i) up to 150,000 shares of Veritone common stock (the “Bridge Installment Shares”) and (ii) 10-year warrants to purchase up to 200,000 shares of Veritone common stock (the “Bridge Warrant Shares”) with other terms and conditions similar to the warrants described above. The Upfront Shares, Bridge Installment Shares and Bridge Warrant Shares are issued on a pro-rata basis as each advance is funded. As of March 31, 2017, 25,000 Upfront Shares, 37,500 Bridge Installment Shares and 50,000 Bridge Warrant Shares will be issued in connection with the First Bridge Loan advance. The Upfront Shares, Bridge Installment Shares and Bridge Warrant Shares amounts will be adjusted for the .6 to one reverse stock split executed by Veritone subsequent to March 14, 2017. Acacia may elect to make an additional advance to Veritone equal to all principal amounts that have not been advanced upon Veritone’s initial public offering, upon which Veritone shall issue the remaining Upfront Shares, Bridge Installment Shares and Bridge Warrant Shares that Acacia would have received in the event such advance was done in connection with an Installment Date on a pro-rata basis. Acacia's Investment Agreement and the Veritone Bridge Loan, as described above, represent variable interests in Veritone for which Acacia is not the primary beneficiary, primarily due to a lack of a controlling interest in Veritone. As of March 31, 2017, the Veritone Loans and Veritone Bridge Loan (“The Loans”) are not considered in-substance common stock and the common stock purchase warrants are unexercised, and therefore, the equity method of accounting is not applied. The right to receive the Upfront Shares and the Installment shares (“Veritone Shares”) as of March 31, 2017, in connection with the Veritone Bridge Loan are considered in-substance common stock, however, application of the equity method is not material as of March 31, 2017, and therefore, the in-substance common shares are accounted for as described below. The Loans do not meet the criteria for classification as a debt security. As such, the loans and the related common stock purchase warrants and Veritone Shares, as described above, are accounted for as separate units of account based on the relative estimated fair values of the separate units as of the effective date of the respective transactions, with the face amount of the loans allocated to (1) The Loans, which are accounted for as long-term loan receivables and (2) the common stock purchase warrants and Veritone Shares. The estimated relative fair value allocation was determined using a Monte Carlo simulation model. Key inputs to the model included the estimated value of Veritone's equity on the effective date of the transactions, related volatility of equity assumptions, discounts for lack of marketability, assumptions related to liquidity scenarios, and assumptions related to recovery scenarios on The Loans. A summary of assumptions used in connection with estimating the relative fair values were as follows: Valuation Technique Significant Unobservable Inputs Range of Inputs Monte Carlo simulation model Volatility 40 % - 50% Marketability discount 7% Funding scenario probabilities 25 % - 75% Recovery 100% The Veritone Loans and warrants are reflected in the accompanying consolidated financial statements as follows (in thousands): As of and For the Three Months Ended March 31, 2017 As of and For the Year Ended December 31, 2016 Face value of loans receivable $ 21,000 $ 20,000 Unamortized loan discount (1,251 ) (1,384 ) 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 The loan discount, representing the difference between the face amount of The Loans and the relative fair value allocated to The Loans, is accreted over the expected life of The Loans, using the effective interest method, with the related interest amounts reflected in Other Income in the consolidated statement of operations. Acacia will re-evaluate its variable interest in Veritone and related accounting conclusions and disclosure requirements each reporting period. For the three months ended March 31, 2017, the effective yield for the First Loan and Second Loan was 20% and 9% , respectively, and the effective yield for the Veritone Bridge Loan was 48% . Management performs a review of The Loans on a quarterly basis to assess the need for allowances for uncollectibility, based on current trends and other factors affecting collectibility, and to determine if any impairment has occurred. A loan receivable is considered impaired when it is probable that amounts related to the loan receivable will not be collected according to the contractual terms of the agreement. No allowances for uncollectibility have been recorded for the periods presented herein. An allowance for uncollectibility would be reflected as a charge to earnings in the consolidated statement of operations. Acacia reflects its investment in the common stock purchase warrants and Veritone Shares at relative fair value, which now represents cost, on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. No impairment charges have been recorded for the periods presented herein. |