Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Entity Information [Line Items] | ||
Entity Registrant Name | ACACIA RESEARCH CORP | |
Entity Central Index Key | 934,549 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 50,587,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 54,321 | $ 127,540 |
Restricted cash | 11,515 | 11,512 |
Short-term investments | 90,927 | 19,443 |
Accounts receivable | 7,781 | 26,750 |
Prepaid expenses and other current assets | 5,138 | 3,245 |
Total current assets | 169,682 | 188,490 |
Loan receivable and accrued interest | 19,749 | 18,616 |
Investment warrants and shares | 2,196 | 1,960 |
Property and equipment, net | 94 | 127 |
Patents, net | 80,804 | 86,319 |
Other assets | 336 | 491 |
Total assets | 272,861 | 296,003 |
Current liabilities: | ||
Accounts payable and accrued expenses | 11,712 | 14,283 |
Royalties and contingent legal fees payable | 3,078 | 13,908 |
Total current liabilities | 14,790 | 28,191 |
Other liabilities | 380 | 369 |
Total liabilities | 15,170 | 28,560 |
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 | 0 | 0 |
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 | 51 | 50 |
Treasury stock, at cost, 1,729,408 shares as of March 31, 2017 and December 31, 2016 | (34,640) | (34,640) |
Additional paid-in capital | 644,794 | 642,453 |
Accumulated comprehensive loss | (49) | (76) |
Accumulated deficit | (354,028) | (342,198) |
Total Acacia Research Corporation stockholders' equity | 256,128 | 265,589 |
Noncontrolling interests in operating subsidiaries | 1,563 | 1,854 |
Total stockholders' equity | 257,691 | 267,443 |
Total liabilities and stockholders' equity | $ 272,861 | $ 296,003 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Stockholders' Equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,533,407 | 50,476,042 |
Common stock, shares outstanding | 50,533,407 | 50,476,042 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury Stock, Shares | 1,729,408 | 1,729,408 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 8,854,000 | $ 24,721,000 |
Operating costs and expenses | ||
Inventor royalties | 666,000 | 1,573,000 |
Contingent legal fees | 627,000 | 4,109,000 |
Litigation and licensing expenses - patents | 6,386,000 | 7,723,000 |
Amortization of patents | 5,515,000 | 10,760,000 |
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) | 6,916,000 | 7,994,000 |
Research, consulting and other expenses - business development | 320,000 | 522,000 |
Other expenses | 0 | 1,742,000 |
Total operating costs and expenses | 20,430,000 | 34,423,000 |
Operating loss | (11,576,000) | (9,702,000) |
Total other income (expense) | 696,000 | (3,000) |
Loss before provision for income taxes | (10,880,000) | (9,705,000) |
Provision for income taxes | (1,241,000) | (192,000) |
Loss including noncontrolling interests in operating subsidiaries | (12,121,000) | (9,897,000) |
Net (income) loss attributable to noncontrolling interests in operating subsidiaries | 291,000 | (68,000) |
Net loss attributable to Acacia Research Corporation | $ (11,830,000) | $ (9,965,000) |
Earnings Per Share, Basic and Diluted | $ (0.24) | $ (0.20) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 50,333,056 | 49,925,550 |
Consolidated Statements of Inco
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Non-cash stock compensation | $ 2,128 | $ 1,735 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other comprehensive income (loss): | ||
Net income (loss) including noncontrolling interests in operating subsidiaries | $ (12,121) | $ (9,897) |
Unrealized gain on short-term investments, net of tax of $0 | 14 | 0 |
Unrealized gain (loss) on foreign currency translation, net of tax of $0 | 13 | 67 |
Total other comprehensive loss | (12,094) | (9,830) |
Comprehensive Income (Loss) Attributable to Noncontrolling Interest | (291) | 68 |
Comprehensive loss attributable to Acacia Research Corporation | $ (11,803) | $ (9,898) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax | $ 0 | $ 0 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows Statement - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) including noncontrolling interests in operating subsidiaries | $ (12,121) | $ (9,897) |
Adjustments to reconcile net loss including noncontrolling interests in operating subsidiaries to net cash provided by operating activities: | ||
Depreciation and amortization | 5,540 | 10,803 |
Non-cash stock compensation | 2,128 | 1,735 |
Other | (348) | 69 |
Changes in assets and liabilities: | ||
Restricted cash | (3) | (798) |
Accounts receivable | 18,969 | 8,325 |
Prepaid expenses and other assets | (1,738) | (134) |
Accounts payable and accrued expenses | (2,576) | (2,733) |
Royalties and contingent legal fees payable | (10,830) | 3,740 |
Net cash provided by operating activities | (979) | 11,110 |
Cash flows from investing activities: | ||
Purchase of available-for-sale investments | (174,152) | 0 |
Maturities and sale of available-for-sale investments | 102,682 | 0 |
Patent portfolio investment costs | 0 | (1,000) |
Advances to Investee | (1,000) | 0 |
Purchases of property and equipment | 0 | (4) |
Net cash provided by (used in) investing activities | (72,470) | (1,004) |
Cash flows from financing activities: | ||
Repurchased Restricted Common Stock | 25 | 0 |
Proceeds from exercises of stock options | 255 | 0 |
Net cash used in financing activities | 230 | 0 |
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 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Description of Business and Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business. As used herein, “Acacia” and the “Company” refer to Acacia Research Corporation and/or its wholly and majority-owned and controlled operating subsidiaries, and/or where applicable, its management. All patent investment, prosecution, licensing and enforcement activities are conducted solely by certain of Acacia’s wholly and majority-owned and controlled operating subsidiaries. Acacia’s operating subsidiaries invest in, license and enforce patented technologies. Acacia’s operating subsidiaries partner with inventors and patent owners, applying their legal and technology expertise to patent assets to unlock the financial value in their patented inventions. In addition, our operating subsidiaries may from time to time evaluate, leveraging our intellectual property expertise, other business opportunities. In some cases, these opportunities will compliment, and / or supplement our primary licensing and enforcement business. Acacia’s operating subsidiaries generate revenues and related cash flows from the granting of intellectual property rights for the use of patented technologies that its operating subsidiaries control or own. Acacia’s operating subsidiaries assist patent owners with the prosecution and development of their patent portfolios, the protection of their patented inventions from unauthorized use, the generation of licensing revenue from users of their patented technologies and, where necessary, with the enforcement against unauthorized users of their patented technologies through the filing of patent infringement litigation. Acacia’s operating subsidiaries are principals in the licensing and enforcement effort, obtaining control of the rights in the patent portfolio, or control of the patent portfolio outright. Acacia’s operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a wide variety of industries. Neither Acacia nor its operating subsidiaries invent new technologies or products; rather, Acacia depends upon the identification and investment in new patents, inventions and companies that own intellectual property through its relationships with inventors, universities, research institutions, technology companies and others. If Acacia's operating subsidiaries are unable to maintain those relationships and to continue to identify and grow new relationships, then they may not be able to identify new technology-based opportunities for sustainable revenue and / or revenue growth. During the first quarter of 2017 Acacia obtained control of one new patent portfolio. In fiscal 2016 Acacia obtained control of two new patent portfolios, compared to three , six and 25 new patent portfolios in fiscal years 2015, 2014 and 2013, respectively. Basis of Presentation. The accompanying consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. Material intercompany transactions and balances have been eliminated in consolidation. Noncontrolling interests in Acacia’s majority-owned and controlled operating subsidiaries (“noncontrolling interests”) are separately presented as a component of stockholders’ equity in the consolidated statements of financial position for the applicable periods presented. Consolidated net income (loss) is adjusted to include the net (income) loss attributed to noncontrolling interests in the consolidated statements of operations. Refer to the accompanying consolidated financial statements for total noncontrolling interests, net (income) loss attributable to noncontrolling interests and contributions from and distributions to noncontrolling interests, for the applicable periods presented. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America in annual financial statements have been omitted or condensed in accordance with quarterly reporting requirements of the Securities and Exchange Commission (“SEC”). These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2016 , as reported by Acacia in its Annual Report on Form 10-K filed with the SEC. The year end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The condensed consolidated interim financial statements of Acacia include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of Acacia’s consolidated financial position as of March 31, 2017 , and results of its operations and its cash flows for the interim periods presented. The consolidated results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectibility of amounts is reasonably assured. In general, revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by Acacia’s operating subsidiaries. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by Acacia’s operating subsidiaries, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, Acacia’s operating subsidiaries have no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on Acacia’s operating subsidiaries’ part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectibility is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. For the periods presented herein, the majority of the revenue agreements executed by the Company provided for the payment of one-time, paid-up license fees in consideration for the grant of certain intellectual property rights for patented technology rights owned by Acacia's operating subsidiaries. These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. Cost of Revenues . Cost of revenues include the costs and expenses incurred in connection with Acacia’s patent licensing and enforcement activities, including inventor royalties paid to original patent owners, contingent legal fees paid to external patent counsel, other patent-related legal expenses paid to external patent counsel, licensing and enforcement related research, consulting and other expenses paid to third-parties and the amortization of patent-related investment costs. These costs are included under the caption “Cost of revenues” in the accompanying consolidated statements of operations. Inventor Royalties and Contingent Legal Expenses. Inventor royalties are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In certain instances, pursuant to the terms of the underlying inventor agreements, upfront advances paid to patent owners by Acacia’s operating subsidiaries are recoverable from future net revenues. Patent costs that are recoverable from future net revenues are amortized over the estimated economic useful life of the related patents, or as the prepaid royalties are earned by the inventor, as appropriate, and the related expense is included in amortization expense in the consolidated statements of operations. Any unamortized upfront advances recovered from net revenues are expensed in the period recovered, and included in amortization expense in the consolidated statements of operations. Contingent legal fees are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid; however, Acacia’s operating subsidiaries may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. Use of Estimates. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Acacia believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, stock-based compensation expense, impairment of marketable securities and patent-related intangible assets, the determination of the economic useful life of amortizable intangible assets, income taxes and valuation allowances against net deferred tax assets, the valuation of the loan and equity instruments discussed at Note 5 and the application of the acquisition method of accounting for business combinations, require its most difficult, subjective or complex judgments. Concentrations. Two licensees individually accounted for 73% and 12% of revenues recognized during the three months ended March 31, 2017 , and four licensees accounted for 22% , 19% , 16% and 11% of revenues recognized during the three months ended March 31, 2016. For the three months ended March 31, 2017 and 2016, 92% and 25% , respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions, based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable revenue arrangement. The Company does not have any material foreign operations. Two licensees individually represented approximately 84% and 10% of accounts receivable at March 31, 2017 . Four licensees individually represented approximately 39% , 22% , 16% and 15% of accounts receivable at December 31, 2016. Stock-Based Compensation. The compensation cost for all stock-based awards is measured at the grant date, based on the fair value of the award, and is recognized as an expense on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which is generally two to four years. The fair value of restricted stock and restricted stock unit awards is determined by the product of the number of shares or units granted and the grant date market price of the underlying common stock. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model. Stock-based compensation expense for awards with service and / or performance conditions that affect vesting is recorded only for those awards expected to vest using an estimated forfeiture rate. Restricted stock awards and stock option awards with performance-based vesting conditions generally vest based upon the Company achieving specified cash flow performance targets over a one and two-year period from the date of grant. Performance-based stock option awards with market-based vesting conditions vest based upon the Company achieving specified stock price targets over a four-year period. The effect of a market condition is reflected in the estimate of the grant-date fair value of the options utilizing a Monte Carlo valuation technique. Compensation cost is recognized for an option with a market-based vesting condition provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. The service period for options with a market-based vesting condition is inferred from the application of the Monte Carlo valuation technique. The derived service period represents the duration of the median of the distribution of share price paths on which the market condition is satisfied. The duration is the period of time from the service inception date to the expected date of satisfaction, as determined from the valuation technique. Assumptions utilized in connection with the Monte Carlo valuation technique included: estimated risk-free interest rate; expected volatility; and expected dividend yield. The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was determined using historical volatility. The expected dividend yield was based on expectations regarding dividend payments. Fair Value Measurements. U.S. GAAP defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to measure fair value is defined as follows: ● Level 1 - Observable Inputs: Quoted prices in active markets for identical investments; ● 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. Whenever possible, the Company is required to use observable market inputs (Level 1 - quoted market prices) when measuring fair value. Acacia has not elected the fair value option for recording non-financial assets and liabilities, and therefore no fair value measurements are performed on a recurring basis. Patents. Patents include the cost of patents or patent rights (hereinafter, collectively “patents”) acquired from third-parties or obtained in connection with business combinations. Patent costs are amortized utilizing the straight-line method over their remaining economic useful lives, ranging from one to seven years . Impairment of Long-lived Assets. Acacia reviews long-lived assets and intangible assets for potential impairment annually (quarterly for patents) and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available or not indicative of current fair value, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over the estimated remaining economic useful life. Estimates of future after-tax cash flows are converted to present value through “discounting,” including an estimated rate of return that accounts for both the time value of money and investment risk factors. Estimated cash inflows are typically based on estimates of reasonable royalty rates for the applicable technology, applied to estimated market data. Estimated cash outflows are based on existing contractual obligations, such as contingent legal fee and inventor royalty obligations, applied to estimated license fee revenues, in addition to other estimates of out-of-pocket expenses associated with a specific patent portfolio’s licensing and enforcement program. The analysis also contemplates consideration of current information about the patent portfolio including, status and stage of litigation, periodic results of the litigation process, strength of the patent portfolio, technology coverage and other pertinent information that could impact future net cash flows. Income Taxes. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in Acacia’s consolidated financial statements or consolidated income tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized, or if it is determined that there is uncertainty regarding future realization of such assets. The provision for income taxes for interim periods is determined using an estimate of Acacia’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, Acacia updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded. The Company's effective tax rates for the three months ended March 31, 2017 and 2016 were 11% and 2% , respectively. The effective rates for the periods presented primarily reflect the impact of foreign withholding taxes related to certain revenue agreements executed with third party licensees domiciled in foreign jurisdictions. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | INCOME (LOSS) PER SHARE The Company computes net income (loss) attributable to common stockholders using the two-class method required for capital structures that include participating securities. Under the two-class method, securities that participate in non-forfeitable dividends, such as the Company’s outstanding unvested restricted stock, are considered “participating securities.” In applying the two-class method, (i) basic net income (loss) per share is computed by dividing net income (loss) (less any dividends paid on participating securities) by the weighted average number of shares of common stock and participating securities outstanding for the period and (ii) diluted earnings per share may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated by applying the two-class method and the treasury stock method to the assumed exercise or vesting of potentially dilutive common shares. The method yielding the more dilutive result is ultimately reported for the applicable period. Potentially dilutive common stock equivalents primarily consist of employee stock options, and restricted stock units for calculations utilizing the two-class method, and also include unvested restricted stock, when utilizing the treasury method. The following table presents the weighted-average number of common shares outstanding used in the calculation of basic and diluted loss per share: Three Months Ended 2017 2016 Numerator (in thousands): Basic and Diluted Net loss attributable to common stockholders – basic and diluted $ (11,830 ) $ (9,965 ) Denominator: 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 |
Patents
Patents | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Identifiable Intangible Assets | PATENTS Acacia’s only identifiable intangible assets at March 31, 2017 and December 31, 2016 are patents and patent rights. Patent-related accumulated amortization totaled $363,558,000 and $358,043,000 as of March 31, 2017 and December 31, 2016 , respectively. Acacia’s patents have remaining estimated economic useful lives ranging from one to seven years . The weighted-average remaining estimated economic useful life of Acacia’s patents is approximately five years . The following table presents the scheduled annual aggregate amortization expense as of March 31, 2017 (in thousands): For the years ending December 31, Remainder of 2017 $ 16,819 2018 21,256 2019 19,150 2020 6,707 2021 5,421 Thereafter 11,451 $ 80,804 |
Loan Receivable and Investment
Loan Receivable and Investment in Warrants (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Investments [Abstract] | |
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. |
Investment Holdings, Schedule of Investments [Text Block] | 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 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Bank Guarantee In March 2015, an operating subsidiary of Acacia entered into a standby letter of credit and guarantee arrangement (“Guarantee”) with a bank for purposes of enforcing a court ruling in a German patent court granting an injunction against the defendants in the related patent infringement case. An injunction is an equitable remedy in the form of a court order that compels the defendant(s) to cease marketing, offering for sale or importing applicable infringing products into applicable jurisdiction(s). Under German law, in order to enforce the injunction granted by the court, a Guarantee is required to be furnished by the operating subsidiary, the plaintiff in the case, for potential payment to the defendants of any applicable claims which may be incurred by the defendants as a result of the enforcement of the injunction, only in the event that the aforementioned court ruling is subsequently successfully appealed by the defendants or otherwise amended. The Guarantee is required to be issued unlimited with respect to time, until appropriately extinguished in accordance with German law. The Guarantee will be extinguished when a relevant extinguishment order by the court having jurisdiction takes effect, typically occurring when the related infringement case has been settled or a final non-appealable decision has been issued by the court. The Guarantee is secured by a cash deposit at the contracting bank, which is classified as restricted cash in the accompanying balance sheets, totaling $11,515,000 and $11,512,000 as of March 31, 2017 and December 31, 2016 , respectively. Changes in the balance are primarily a result of additional court rulings granting injunctions with respect to additional defendants, and foreign currency exchange rate fluctuations and the related impact on the underlying collateral, which is denominated in U.S. dollars. The Guarantee expires on April 10, 2018, however, it is automatically extended without amendment for a period of one (1) year from the present or any future expiration date, unless at least 30 days prior to any expiration date, the Guarantee is extinguished in accordance with German law. The Guarantee facility fee is 1.15% per year, and the related expense is included in the consolidated statement of operations. Patent Enforcement Certain of Acacia’s operating subsidiaries are often required to engage in litigation to enforce their patents and patent rights. In connection with any of Acacia’s operating subsidiaries’ patent enforcement actions, it is possible that a defendant may request and/or a court may rule that an operating subsidiary has violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against Acacia or its operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material. For the three months ended March 31, 2016, other operating expenses were $1,742,000 . Other operating expenses includes expense accruals for court ordered attorney's fees and settlement and contingency accruals for other matters. Other Acacia is subject to claims, counterclaims and legal actions that arise in the ordinary course of business. Management believes that the ultimate liability with respect to these claims and legal actions, if any, will not have a material effect on Acacia’s consolidated financial position, results of operations or cash flows. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | STOCKHOLDERS’ EQUITY Profits Interest Plan. On February 16, 2017, AIP Operation LLC, a Delaware limited liability company (“AIP”), and an indirect subsidiary of Acacia, adopted a Profits Interest Plan (the “Plan”) that provides for the grant of equity interests in AIP to certain members of management and the Board of Directors of Acacia as compensation for services rendered for or on behalf of AIP. Each profits interest unit granted pursuant to the Plan is intended to qualify as a “profits interest” for U.S. federal income tax purposes and will only have value to the extent the equity value of AIP increases beyond the value at issuance. The equity interests are represented by units (the “Units”) reserved for the issuance of awards under the Plan. The Units entitle the holders to share in or be allocated certain AIP profits and losses and to receive or share in AIP distributions pursuant to the AIP Limited Liability Company Operating Agreement entered into as of February 16, 2017 (the “LLC Agreement”). In connection with the adoption of the Plan, a form of Profits Interest Agreement was approved pursuant to which Units may be granted from time to time. Units vest upon AIP’s achievement of certain performance milestones (one-third upon 150% appreciation, and two-thirds upon 300% appreciation in value of Acacia's aggregate investment in Veritone), subject to the continued service of the recipient, and are subject to the terms and conditions of the Plan, the Profits Interest Agreement and the LLC Agreement. Acacia owns 60% of the equity in AIP and at all times will control AIP. Acacia from time to time may contribute to AIP certain assets or securities related to portfolio companies in which Acacia holds an interest. Units may be awarded as one-time, discretionary grants to recipients. As of March 31, 2017, AIP holds the right to receive the Veritone 10% Warrant described at Note 5. Profits Interest totaling 400 units, or 40% of the membership interests in AIP, were granted during the three months ended March 31, 2017, with an aggregate grant date fair value of $550,000 . The fair value of the Profits Interest units totaled $550,000 as of March 31, 2017. Total unrecognized expense for Profit Unit Interests totaled $537,000 at March 31, 2017. The Profits Interest Units are accounted for in accordance with Accounting Standards Codification (“ASC”) 718-10, “Compensation - Stock Compensation.” The Profits Interest Units vest as described above, and therefore, the vesting conditions do not meet the definition of service, market or performance conditions, as defined in ASC 718. As such, the Profits Interest Units are classified as liability awards. Liability classified awards are measured at fair value on the grant date and re-measured each reporting period at fair value until the award is settled. Compensation expense is recognized on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which is five years. Compensation expense is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements - Recently Adopted. In March 2016, the FASB issued a new standard that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election for forfeitures as they occur. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. Recent Accounting Pronouncements - Not Yet Adopted. In May 2014, the FASB issued a new accounting standards update addressing revenue from contracts with customers, which clarifies existing accounting literature relating to how and when a company recognizes revenue. Under the standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The amendments for this standard update are effective for interim and annual reporting periods beginning after December 15, 2016, and are to be applied retrospectively or the cumulative effect as of the date of adoption, with early application not permitted. The Company is currently evaluating the impact and method of adoption the pronouncement will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting standard update which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. Management is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. In June 2016, the FASB issued guidance on the measurement and recognition of credit losses on most financial assets. For trade receivables, loans, and held-to-maturity debt securities, the current probable loss recognition methodology is being replaced by an expected credit loss model. For available-for-sale debt securities, the recognition model on credit losses is generally unchanged, except the losses will be presented as an adjustable allowance. The guidance will be applied retrospectively with the cumulative effect recognized as of the date of adoption. The guidance will become effective at the beginning of our first quarter of fiscal 2021 but can be adopted as early as the beginning of our first quarter of fiscal 2020. Management is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. In August 2016, the FASB amended guidance was issued to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are aimed at reducing the existing diversity in practice. The guidance should be applied using a retrospective transition method to each period presented and will be effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. Management is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. In January 2017, the FASB issued amended guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The amendments should be applied prospectively on or after the effective date. No disclosures are required at transition. Management is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectibility of amounts is reasonably assured. In general, revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by Acacia’s operating subsidiaries. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by Acacia’s operating subsidiaries, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, Acacia’s operating subsidiaries have no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on Acacia’s operating subsidiaries’ part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectibility is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. For the periods presented herein, the majority of the revenue agreements executed by the Company provided for the payment of one-time, paid-up license fees in consideration for the grant of certain intellectual property rights for patented technology rights owned by Acacia's operating subsidiaries. These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. |
Cost of Revenues | Cost of Revenues . Cost of revenues include the costs and expenses incurred in connection with Acacia’s patent licensing and enforcement activities, including inventor royalties paid to original patent owners, contingent legal fees paid to external patent counsel, other patent-related legal expenses paid to external patent counsel, licensing and enforcement related research, consulting and other expenses paid to third-parties and the amortization of patent-related investment costs. These costs are included under the caption “Cost of revenues” in the accompanying consolidated statements of operations. |
Inventor Royalties and Contingent Legal Expenses | Inventor Royalties and Contingent Legal Expenses. Inventor royalties are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In certain instances, pursuant to the terms of the underlying inventor agreements, upfront advances paid to patent owners by Acacia’s operating subsidiaries are recoverable from future net revenues. Patent costs that are recoverable from future net revenues are amortized over the estimated economic useful life of the related patents, or as the prepaid royalties are earned by the inventor, as appropriate, and the related expense is included in amortization expense in the consolidated statements of operations. Any unamortized upfront advances recovered from net revenues are expensed in the period recovered, and included in amortization expense in the consolidated statements of operations. Contingent legal fees are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid; however, Acacia’s operating subsidiaries may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. |
Use of Estimates | Use of Estimates. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Acacia believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, stock-based compensation expense, impairment of marketable securities and patent-related intangible assets, the determination of the economic useful life of amortizable intangible assets, income taxes and valuation allowances against net deferred tax assets, the valuation of the loan and equity instruments discussed at Note 5 and the application of the acquisition method of accounting for business combinations, require its most difficult, subjective or complex judgments. |
Concentrations | Concentrations. Two licensees individually accounted for 73% and 12% of revenues recognized during the three months ended March 31, 2017 , and four licensees accounted for 22% , 19% , 16% and 11% of revenues recognized during the three months ended March 31, 2016. For the three months ended March 31, 2017 and 2016, 92% and 25% , respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions, based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable revenue arrangement. The Company does not have any material foreign operations. Two licensees individually represented approximately 84% and 10% of accounts receivable at March 31, 2017 . Four licensees individually represented approximately 39% , 22% , 16% and 15% of accounts receivable at December 31, 2016. |
Stock-Based Compensation | Stock-Based Compensation. The compensation cost for all stock-based awards is measured at the grant date, based on the fair value of the award, and is recognized as an expense on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which is generally two to four years. The fair value of restricted stock and restricted stock unit awards is determined by the product of the number of shares or units granted and the grant date market price of the underlying common stock. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model. Stock-based compensation expense for awards with service and / or performance conditions that affect vesting is recorded only for those awards expected to vest using an estimated forfeiture rate. Restricted stock awards and stock option awards with performance-based vesting conditions generally vest based upon the Company achieving specified cash flow performance targets over a one and two-year period from the date of grant. Performance-based stock option awards with market-based vesting conditions vest based upon the Company achieving specified stock price targets over a four-year period. The effect of a market condition is reflected in the estimate of the grant-date fair value of the options utilizing a Monte Carlo valuation technique. Compensation cost is recognized for an option with a market-based vesting condition provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. The service period for options with a market-based vesting condition is inferred from the application of the Monte Carlo valuation technique. The derived service period represents the duration of the median of the distribution of share price paths on which the market condition is satisfied. The duration is the period of time from the service inception date to the expected date of satisfaction, as determined from the valuation technique. Assumptions utilized in connection with the Monte Carlo valuation technique included: estimated risk-free interest rate; expected volatility; and expected dividend yield. The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was determined using historical volatility. The expected dividend yield was based on expectations regarding dividend payments. |
Fair Value Measurements | Fair Value Measurements. U.S. GAAP defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to measure fair value is defined as follows: ● Level 1 - Observable Inputs: Quoted prices in active markets for identical investments; ● 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. Whenever possible, the Company is required to use observable market inputs (Level 1 - quoted market prices) when measuring fair value. Acacia has not elected the fair value option for recording non-financial assets and liabilities, and therefore no fair value measurements are performed on a recurring basis. |
Patents | Patents. Patents include the cost of patents or patent rights (hereinafter, collectively “patents”) acquired from third-parties or obtained in connection with business combinations. Patent costs are amortized utilizing the straight-line method over their remaining economic useful lives, ranging |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of Long-lived Assets. Acacia reviews long-lived assets and intangible assets for potential impairment annually (quarterly for patents) and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available or not indicative of current fair value, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over the estimated remaining economic useful life. Estimates of future after-tax cash flows are converted to present value through “discounting,” including an estimated rate of return that accounts for both the time value of money and investment risk factors. Estimated cash inflows are typically based on estimates of reasonable royalty rates for the applicable technology, applied to estimated market data. Estimated cash outflows are based on existing contractual obligations, such as contingent legal fee and inventor royalty obligations, applied to estimated license fee revenues, in addition to other estimates of out-of-pocket expenses associated with a specific patent portfolio’s licensing and enforcement program. The analysis also contemplates consideration of current information about the patent portfolio including, status and stage of litigation, periodic results of the litigation process, strength of the patent portfolio, technology coverage and other pertinent information that could impact future net cash flows. |
Income Taxes | Income Taxes. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in Acacia’s consolidated financial statements or consolidated income tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized, or if it is determined that there is uncertainty regarding future realization of such assets. The provision for income taxes for interim periods is determined using an estimate of Acacia’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, Acacia updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded. The Company's effective tax rates for the three months ended March 31, 2017 and 2016 were 11% and 2% , respectively. The effective rates for the periods presented primarily reflect the impact of foreign withholding taxes related to certain revenue agreements executed with third party licensees domiciled in foreign jurisdictions. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations. Two licensees individually accounted for 73% and 12% of revenues recognized during the three months ended March 31, 2017 , and four licensees accounted for 22% , 19% , 16% and 11% of revenues recognized during the three months ended March 31, 2016. For the three months ended March 31, 2017 and 2016, 92% and 25% , respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions, based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable revenue arrangement. The Company does not have any material foreign operations. Two licensees individually represented approximately 84% and 10% of accounts receivable at March 31, 2017 . Four licensees individually represented approximately 39% , 22% , 16% and 15% of accounts receivable at December 31, 2016. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the weighted-average number of common shares outstanding used in the calculation of basic and diluted loss per share: Three Months Ended 2017 2016 Numerator (in thousands): Basic and Diluted Net loss attributable to common stockholders – basic and diluted $ (11,830 ) $ (9,965 ) Denominator: 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 |
Patents (Tables)
Patents (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the scheduled annual aggregate amortization expense as of March 31, 2017 (in thousands): For the years ending December 31, Remainder of 2017 $ 16,819 2018 21,256 2019 19,150 2020 6,707 2021 5,421 Thereafter 11,451 $ 80,804 |
Loan Receivable and Investmen21
Loan Receivable and Investment in Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments [Abstract] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | 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% |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | 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 |
Description of Business and B22
Description of Business and Basis of Presentation Patent Acquisition (Details) - patents | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of patent portfolios acquired | 1 | 2 | 6 | 3 | 25 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Line Items] | ||
Effective tax rate | 11.00% | 2.00% |
Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful life of patents and patent rights | 1 year | |
Fair Value Assumptions, Expected Volatility Rate | 40.00% | |
Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful life of patents and patent rights | 7 years | |
Fair Value Assumptions, Expected Volatility Rate | 50.00% |
Summary of Significant Accoun24
Summary of Significant Accounting Policies Concentration Risk (Details) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Concentrations | |||
Effective Income Tax Rate Reconciliation, Percent | 11.00% | 2.00% | |
Licensee 1 [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Accounts Receivable | 84.00% | 39.00% | |
Licensee 1 [Member] | License Revenues [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Revenues | 73.00% | 22.00% | |
Licensee 2 [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Accounts Receivable | 10.00% | 22.00% | |
Licensee 2 [Member] | License Revenues [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Revenues | 12.00% | 19.00% | |
Licensee 3 [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Accounts Receivable | 16.00% | ||
Licensee 3 [Member] | License Revenues [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Revenues | 16.00% | ||
Licensee 4 [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Accounts Receivable | 15.00% | ||
Licensee 4 [Member] | License Revenues [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Revenues | 11.00% | ||
Licensees in foreign jurisdictions [Member] | License Revenues [Member] | |||
Concentrations | |||
Concentration Risk, Percentage - Revenues | 92.00% | 25.00% |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Weighted Average Number of Shares Outstanding, Basic | 50,333,056 | 49,925,550 |
Net Loss Attributable to Parent | $ (11,830) | $ (9,965) |
Net loss available to common stockholders, basic | $ (11,830) | $ (9,965) |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 50,333,056 | 49,925,550 |
Earnings Per Share, Basic and Diluted | $ (0.24) | $ (0.20) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,420,717 | 2,350,445 |
Minimum [Member] | ||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount | $ 0 | $ 0 |
Maximum [Member] | ||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount | $ 6.75 | $ 3.90 |
Patents (Details)
Patents (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Patents, accumulated amortization | $ 363,558,000 | $ 358,043,000 | |
Weighted average useful life of patents and patent rights | 5 years | ||
Patent portfolio investment costs | $ 0 | $ 1,000,000 | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of patents and patent rights | 1 year | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of patents and patent rights | 7 years |
Patents Future Amortization Exp
Patents Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
For the remainder of 2017 | $ 16,819 |
2,018 | 21,256 |
2,019 | 19,150 |
2,020 | 6,707 |
2,021 | 5,421 |
Thereafter | 11,451 |
Total expected amortization expense | $ 80,804 |
Loan Receivable and Investmen28
Loan Receivable and Investment in Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 14, 2017 | Aug. 15, 2016 | |
Loan receivable and accrued interest | $ 19,749,000 | $ 18,616,000 | ||
Fair value inputs recovery | 100.00% | |||
Veritone Bridge Loan | $ 4,000,000 | |||
Bridge loan stated interest rate | 8.00% | |||
Veritone Bridge Loan Advance 1 | $ 1,000,000 | |||
Bridge Loan Conversion Price | $ 8.1653 | |||
Bridge loan conversion limit | 981,958 | |||
Upfront Shares | 25,000 | 100,000 | ||
Bridge Installment Shares | 37,500 | 150,000 | ||
Bridge Warrant Share | 50,000 | 200,000 | ||
Fair Value Inputs, Discount for Lack of Marketability | 7.00% | |||
Investment warrants and shares | $ 2,196,000 | 1,960,000 | ||
Total Investment, Long Term | 21,945,000 | 20,576,000 | ||
Accretion (Amortization) of Discounts and Premiums, Investments | 369,000 | 576,000 | ||
Interest Income, Other | 668,000 | 862,000 | ||
Maximum Investment in Veritone | $ 50,000,000 | |||
Secured Convertible Promissory Note | 21,000,000 | 20,000,000 | ||
Unamortized loan discount | (1,251,000) | (1,384,000) | ||
Secured Promissory Note Advance | 10,000,000 | |||
1st Loan Warrant Condition: Proceeds from Private Financing | 10,000,000 | |||
First Loan Warrant | 700,000 | |||
Second Loan Warrant | 700,000 | |||
Veritone Primary Warrant | 50,000,000 | |||
Primary Warrant Condition: Offering Proceeds | $ 15,000,000 | |||
Time-sharing Transactions, Stated Interest Rate for Notes Receivable | 6.00% | |||
Interest Receivable | $ 585,000 | $ 286,000 | ||
Minimum [Member] | ||||
Fair Value Assumptions, Expected Volatility Rate | 40.00% | |||
Fair Value Inputs, Probability of Default | 25.00% | |||
Maximum [Member] | ||||
Fair Value Assumptions, Expected Volatility Rate | 50.00% | |||
Fair Value Inputs, Probability of Default | 75.00% | |||
First Loan [Member] | ||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 20.00% | |||
Second Loan [Member] | ||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 9.00% | |||
Bridge Loan [Member] | ||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 48.00% |
Commitments and Contingencies D
Commitments and Contingencies Details (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Restricted cash | $ 11,515,000 | $ 11,512,000 | |
Line of Credit Facility, Commitment Fee Percentage | 1.15% | ||
Other expenses | $ 0 | $ 1,742,000 |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders Equity (Details) | Mar. 31, 2017USD ($) |
Fair Value of Profits Interest | $ 550,000 |
Unrecognized Expense for Profits Interests | $ 537,000 |