Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-37721 | |
Entity Registrant Name | Acacia Research Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-4405754 | |
Entity Address, Address Line One | 767 Third Avenue, | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 332 | |
Local Phone Number | 236-8500 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ACTG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,540,276 | |
Amendment Flag | false | |
Entity Central Index Key | 0000934549 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 241,874 | $ 308,943 |
Equity securities at fair value | 81,384 | 361,778 |
Equity securities without readily determinable fair value | 5,816 | 5,816 |
Investment securities - equity method investments | 72,106 | 30,934 |
Accounts receivable, net | 7,040 | 9,517 |
Inventories, net | 13,802 | 8,930 |
Prepaid expenses and other current assets | 5,173 | 4,764 |
Total current assets | 427,195 | 730,682 |
Long-term restricted cash | 0 | 418 |
Property, plant and equipment, net | 3,700 | 4,183 |
Goodwill | 7,470 | 7,470 |
Other intangible assets, net | 39,692 | 48,793 |
Leased right-of-use assets | 2,393 | 2,027 |
Other non-current assets | 4,819 | 5,283 |
Total assets | 485,269 | 798,856 |
Current liabilities: | ||
Accounts payable | 5,097 | 5,440 |
Accrued expenses and other current liabilities | 9,258 | 6,227 |
Accrued compensation | 5,070 | 3,698 |
Royalties and contingent legal fees payable | 3,259 | 2,463 |
Deferred revenue | 1,403 | 1,114 |
Senior secured notes payable | 61,350 | 181,248 |
Total current liabilities | 85,437 | 200,190 |
Deferred revenue, net of current portion | 665 | 581 |
Series A warrant liabilities | 9,396 | 11,291 |
Series A embedded derivative liabilities | 22,389 | 18,448 |
Series B warrant liabilities | 59,742 | 96,378 |
Long-term lease liabilities | 2,186 | 2,027 |
Deferred income tax liabilities, net | 2,710 | 18,552 |
Other long-term liabilities | 1,781 | 6,161 |
Total liabilities | 184,306 | 353,628 |
Commitments and contingencies | ||
Series A redeemable convertible preferred stock, par value $0.001 per share; stated value $100 per share; 350,000 shares authorized, issued and outstanding as of September 30, 2022 and December 31, 2021; aggregate liquidation preference of $35,000 as of September 30, 2022 and December 31, 2021 | 18,482 | 14,753 |
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; 300,000,000 shares authorized; 38,540,276 and 48,807,748 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 38 | 49 |
Treasury stock, at cost, 16,183,703 and 5,388,469 shares as of September 30, 2022 and December 31, 2021, respectively | (98,258) | (47,281) |
Additional paid-in capital | 644,329 | 648,389 |
Accumulated deficit | (288,403) | (181,724) |
Total Acacia Research Corporation stockholders' equity | 257,706 | 419,433 |
Noncontrolling interests | 24,775 | 11,042 |
Total stockholders' equity | 282,481 | 430,475 |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity | $ 485,269 | $ 798,856 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par or stated value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par or stated value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares, outstanding | 38,540,276 | 48,807,748 |
Common stock, shares, issued | 38,540,276 | 48,807,748 |
Treasury stock (in shares) | 16,183,703 | 5,388,469 |
Redeemable Preferred Stock | ||
Temporary equity, par or stated value (in usd per share) | $ 0.001 | $ 0.001 |
Temporary equity, redemption price (in usd per share) | $ 100 | $ 100 |
Temporary equity, shares authorized | 350,000 | 350,000 |
Temporary equity, shares issued | 350,000 | 350,000 |
Temporary equity, shares outstanding | 350,000 | 350,000 |
Temporary equity, liquidation preference | $ 35,000 | $ 35,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 15,878 | $ 1,582 | $ 46,102 | $ 24,785 |
Costs and expenses: | ||||
Cost of revenues - intellectual property operations | 9,930 | 27,912 | ||
Engineering and development expenses - industrial operations | 156 | 0 | 491 | 0 |
Sales and marketing expenses - industrial operations | 2,119 | 0 | 6,429 | 0 |
General and administrative expenses | 15,038 | 10,345 | 36,813 | 23,014 |
Total costs and expenses | 27,243 | 14,304 | 71,645 | 41,539 |
Operating loss | (11,365) | (12,722) | (25,543) | (16,754) |
Equity securities investments: | ||||
Change in fair value of equity securities | (36,352) | 66,502 | (266,202) | 115,509 |
Gain on sale of equity securities | 36,060 | 37,688 | 114,434 | 53,124 |
Earnings on equity investment in joint venture | 850 | 0 | 42,935 | 2,737 |
Net realized and unrealized gain (loss) | 558 | 104,190 | (108,833) | 171,370 |
Change in fair value of investment | 0 | 0 | 0 | (2,752) |
Gain on sale of investment | 0 | 0 | 0 | 3,591 |
Change in fair value of the Series A and B warrants and embedded derivatives | 41,638 | 619 | 34,590 | (203,866) |
Loss on foreign currency exchange | (1,905) | (17) | (4,532) | (193) |
Interest expense on Senior Secured Notes | (1,072) | (2,378) | (5,532) | (5,142) |
Interest income and other, net | 1,221 | 76 | 3,091 | 135 |
Total other income (expense) | 40,440 | 102,490 | (81,216) | (36,857) |
Income (loss) before income taxes | 29,075 | 89,768 | (106,759) | (53,611) |
Income tax (expense) benefit | (679) | (11) | 14,399 | (531) |
Net income (loss) including noncontrolling interests in subsidiaries | 28,396 | 89,757 | (92,360) | (54,142) |
Net income attributable to noncontrolling interests in subsidiaries | (306) | 0 | (14,319) | (906) |
Net income (loss) attributable to Acacia Research Corporation | 28,090 | 89,757 | (106,679) | (55,048) |
Income (loss) per share: | ||||
Net income (loss) attributable to common stockholders - Basic | $ 20,587 | $ 73,110 | $ (112,507) | $ (58,595) |
Weighted average number of shares outstanding - Basic | 38,052,426 | 48,949,504 | 42,830,700 | 48,759,873 |
Basic net income (loss) per common share (in usd per share) | $ 0.54 | $ 1.49 | $ (2.63) | $ (1.20) |
Net income (loss) attributable to common stockholders - Diluted | $ 1,531 | $ 80,308 | $ (112,507) | $ (58,595) |
Weighted average number of shares outstanding - Diluted | 71,164,236 | 93,081,502 | 42,830,700 | 48,759,873 |
Diluted net income (loss) per common share (in usd per share) | $ 0.02 | $ 0.86 | $ (2.63) | $ (1.20) |
Intellectual property operations | ||||
Revenues: | ||||
Total revenues | $ 6,320 | $ 1,582 | $ 16,997 | $ 24,785 |
Costs and expenses: | ||||
Cost of revenues - intellectual property operations | 5,282 | 3,959 | 14,480 | 18,525 |
Industrial operations | ||||
Revenues: | ||||
Total revenues | 9,558 | 0 | 29,105 | 0 |
Costs and expenses: | ||||
Cost of revenues - intellectual property operations | $ 4,648 | $ 0 | $ 13,432 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests in Operating Subsidiaries |
Beginning balance (in shares) at Dec. 31, 2020 | 350,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 10,924 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | $ 2,762 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 350,000 | ||||||
Ending balance at Sep. 30, 2021 | $ 13,686 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 49,279,453 | ||||||
Beginning balance at Dec. 31, 2020 | $ 288,316 | $ 49 | $ (43,270) | $ 651,416 | $ (330,921) | $ 11,042 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income including noncontrolling interests in subsidiaries | (54,142) | (55,048) | 906 | ||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | (2,762) | (2,762) | |||||
Dividend on Series A Redeemable Convertible Preferred Stock | (785) | (785) | |||||
Stock options exercised (in shares) | 60,000 | ||||||
Stock options exercised | 202 | $ 1 | 201 | ||||
Issuance of common stock for vesting of restricted stock units (in shares) | 28,834 | ||||||
Issuance of common stock for unvested restricted stock awards, net of forfeitures (in shares) | 223,565 | ||||||
Compensation expense for share-based awards | 1,279 | 1,279 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 49,591,852 | ||||||
Ending balance at Sep. 30, 2021 | 232,108 | $ 50 | (43,270) | 649,349 | (385,969) | 11,948 | |
Beginning balance (in shares) at Jun. 30, 2021 | 350,000 | ||||||
Beginning balance at Jun. 30, 2021 | $ 12,695 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | $ 991 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 350,000 | ||||||
Ending balance at Sep. 30, 2021 | $ 13,686 | ||||||
Beginning balance (in shares) at Jun. 30, 2021 | 49,616,602 | ||||||
Beginning balance at Jun. 30, 2021 | 143,196 | $ 50 | (43,270) | 650,194 | (475,726) | 11,948 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income including noncontrolling interests in subsidiaries | 89,757 | 89,757 | 0 | ||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | (991) | (991) | |||||
Dividend on Series A Redeemable Convertible Preferred Stock | (262) | (262) | |||||
Stock options exercised (in shares) | 30,000 | ||||||
Stock options exercised | 108 | $ 0 | 108 | ||||
Issuance of common stock for unvested restricted stock awards, net of forfeitures (in shares) | (54,750) | ||||||
Compensation expense for share-based awards | 300 | 300 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 49,591,852 | ||||||
Ending balance at Sep. 30, 2021 | 232,108 | $ 50 | (43,270) | 649,349 | (385,969) | 11,948 | |
Beginning balance (in shares) at Dec. 31, 2021 | 350,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ 14,753 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | $ 3,729 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 350,000 | ||||||
Ending balance at Sep. 30, 2022 | $ 18,482 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 48,807,748 | ||||||
Beginning balance at Dec. 31, 2021 | 430,475 | $ 49 | (47,281) | 648,389 | (181,724) | 11,042 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income including noncontrolling interests in subsidiaries | (92,360) | (106,679) | 14,319 | ||||
Distributions to noncontrolling interests in subsidiaries | (586) | (586) | |||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | (3,729) | (3,729) | |||||
Dividend on Series A Redeemable Convertible Preferred Stock | (2,099) | (2,099) | |||||
Issuance of common stock for vesting of restricted stock units (in shares) | 635,501 | ||||||
Issuance of common stock for unvested restricted stock awards, net of forfeitures (in shares) | 242,667 | ||||||
Shares withheld related to net share settlement of share-based awards (in shares) | (350,406) | ||||||
Shares withheld related to net share settlement of share-based awards | (1,520) | (1,520) | |||||
Compensation expense for share-based awards | 3,288 | 3,288 | |||||
Repurchase of common stock (in shares) | (10,795,234) | ||||||
Repurchase of common stock | (50,988) | $ (11) | (50,977) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 38,540,276 | ||||||
Ending balance at Sep. 30, 2022 | 282,481 | $ 38 | (98,258) | 644,329 | (288,403) | 24,775 | |
Beginning balance (in shares) at Jun. 30, 2022 | 350,000 | ||||||
Beginning balance at Jun. 30, 2022 | $ 17,145 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | $ 1,337 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 350,000 | ||||||
Ending balance at Sep. 30, 2022 | $ 18,482 | ||||||
Beginning balance (in shares) at Jun. 30, 2022 | 40,622,465 | ||||||
Beginning balance at Jun. 30, 2022 | 268,174 | $ 41 | (86,781) | 646,352 | (316,493) | 25,055 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income including noncontrolling interests in subsidiaries | 28,396 | 28,090 | 306 | ||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | (1,337) | (1,337) | |||||
Dividend on Series A Redeemable Convertible Preferred Stock | (700) | (700) | |||||
Issuance of common stock for vesting of restricted stock units (in shares) | 460,000 | ||||||
Shares withheld related to net share settlement of share-based awards (in shares) | (235,489) | ||||||
Shares withheld related to net share settlement of share-based awards | (1,017) | (1,017) | |||||
Compensation expense for share-based awards | 1,031 | 1,031 | |||||
Repurchase of common stock (in shares) | (2,306,700) | ||||||
Repurchase of common stock | (11,480) | $ (3) | (11,477) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 38,540,276 | ||||||
Ending balance at Sep. 30, 2022 | $ 282,481 | $ 38 | $ (98,258) | $ 644,329 | $ (288,403) | $ 24,775 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss including noncontrolling interests in subsidiaries | $ (92,360) | $ (54,142) |
Adjustments to reconcile net loss including noncontrolling interests in subsidiaries to net cash used in operating activities: | ||
Change in fair value of investment | 0 | 2,752 |
Gain on sale of investment | 0 | (3,591) |
Depreciation and amortization | 10,140 | 7,198 |
Amortization of debt discount and issuance costs | 90 | 1 |
Change in fair value of Series A redeemable convertible preferred stock embedded derivatives | 3,941 | 14,683 |
Change in fair value of Series A warrants | (1,895) | 11,887 |
Change in fair value of Series B warrants | (36,636) | 177,296 |
Compensation expense for share-based awards | 3,288 | 1,279 |
Loss on foreign currency exchange | 4,530 | 193 |
Change in fair value of equity securities | 266,202 | (115,509) |
Gain on sale of equity securities | (114,434) | (53,124) |
Earnings on equity investment in joint venture | (42,935) | (2,737) |
Deferred income taxes | (15,971) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 2,242 | 94 |
Inventories | (4,872) | 0 |
Prepaid expenses and other assets | (1,078) | (2,191) |
Accounts payable and accrued expenses | 4,984 | 7,002 |
Royalties and contingent legal fees payable | 795 | (369) |
Deferred revenue | 371 | 0 |
Net cash used in operating activities | (13,598) | (9,278) |
Cash flows from investing activities: | ||
Patent acquisition | (5,000) | (13,000) |
Sale of investment at fair value | 0 | 3,591 |
Purchases of equity securities | (107,537) | (57,978) |
Sales of equity securities | 236,164 | 64,235 |
Distributions received from equity investment in joint venture | 1,178 | 1,830 |
Purchases of property and equipment | (552) | (67) |
Net cash provided by (used in) investing activities | 124,253 | (1,389) |
Cash flows from financing activities: | ||
Repurchase of common stock | (50,988) | 0 |
Issuance of Senior Secured Notes, net of lender fee | 0 | 115,000 |
Paydown of Senior Secured Notes | (120,000) | (50,000) |
Dividend on Series A Redeemable Convertible Preferred Stock | (2,099) | (785) |
Taxes paid related to net share settlement of share-based awards | (1,520) | 0 |
Proceeds from exercise of stock options | 0 | 202 |
Net cash (used in) provided by financing activities | (174,607) | 64,417 |
Effect of exchange rates on cash and cash equivalents | (3,535) | (154) |
(Decrease) increase in cash and cash equivalents and restricted cash | (67,487) | 53,596 |
Cash and cash equivalents and restricted cash, beginning | 309,361 | 200,546 |
Cash and cash equivalents and restricted cash, ending | 241,874 | 254,142 |
Supplemental schedule of cash flow information: | ||
Interest paid | 5,431 | 2,340 |
Income taxes paid | 209 | 9 |
Noncash investing and financing activities: | ||
Patent acquisition in exchange of notes receivable | 0 | 4,000 |
Patent acquisition accrued liabilities | 0 | 13,000 |
Distribution to noncontrolling interests in subsidiaries | $ 586 | $ 906 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Acacia Research Corporation (the “Company,” “we,” “us,” or "our") is a permanent capital platform that purchases businesses based on the differentials between public and private market valuations. We use a wide range of transactional and operational capabilities to realize the intrinsic value in the businesses that we acquire. Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value. Our focus to date has been on companies with market values in the sub-$2 billion range and particularly on businesses valued at $1 billion or less. We are, however, opportunistic, and may pursue acquisitions that are larger under the right circumstance. We operate our business based on three key principles of People, Process and Performance and have built a management team with demonstrated expertise in Research, Transactions and Execution, and Operations and Management of our targeted acquisitions. We utilized these skill sets and resources to acquire a portfolio of equity securities of public and private life science businesses, or the “Life Sciences Portfolio,” in June 2020. As of September 30, 2022, we have monetized a portion of the portfolio while retaining an interest in a number of operating businesses, including a controlling interest in one of the companies in the portfolio. Further, some of the businesses in which we continue to hold an interest generate revenues through the receipt of royalties. Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business The Company invests in intellectual property and related absolute return assets and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business, operated under Acacia Research Group, LLC and its wholly-owned subsidiaries ("ARG"), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. We assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our 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 variety of industries. ARG generates revenues and related cash flows from the granting of IP rights for the use of patented technologies that its operating subsidiaries control or own. Our Patent Licensing, Enforcement and Technologies Business depends upon the identification and investment in new patents, inventions and companies that own IP through relationships with inventors, universities, research institutions, technology companies and others. If ARG’s operating subsidiaries are unable to maintain those relationships and 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 nine months ended September 30, 2022, ARG did not obtain control of any new patent portfolios. During the year ended December 31, 2021, ARG obtained control of one new patent portfolio. Industrial Operations Acquisition On October 7, 2021, we consummated our first operating company acquisition of Printronix Holding Corporation and subsidiaries (“Printronix”). Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments. Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. This acquisition was made at what we believe to be an attractive purchase price, and we are now supporting existing management in its execution of strategic partnerships to generate growth. We acquired all of the outstanding stock of Printronix, for a cash purchase price of approximately $37.0 million, which included an initial $33.0 million cash payment and a $4.0 million working capital adjustment. The Company's consolidated financial statements include Printronix's consolidated operations from October 7, 2021 through September 30, 2022. As of December 31, 2021, management finalized the valuations of all acquired assets and liabilities assumed in the acquisition and there was no contingent consideration. COVID-19 Pandemic The full impact of the COVID-19 pandemic continues to evolve as of the date of this report. While the Company does not expect the current situation to present direct risks to its business, and it has not had a material impact to date, the COVID-19 pandemic could adversely impact the Company’s operations, as well as the operations of its licensees and other business partners. Our business is fully able to operate in a socially distanced and/or remote capacity and in accordance with applicable laws, policies and best practices. Our workforce is provided ample paid sick leave, and we have in place robust disaster recovery and business continuity policies that have been revised to account for a long-term remote work contingency such as this. However, the ongoing pandemic may present risks that we do not currently consider material or risks that may evolve quickly that could have a materially adverse effect on our business, results of operations and financial condition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles The consolidated financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). Reclassifications Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or cash flows. Principles of Consolidation The consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. All 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. Consolidated net income or (loss) is adjusted to include the net (income) or loss attributed to noncontrolling interests in the consolidated statements of operations. Refer to the Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity for noncontrolling interests activity. In 2020, in connection with the transaction with Link Fund Solutions Limited, which is more fully described in Note 3, the Company acquired equity securities of Malin J1 Limited (“MalinJ1”). MalinJ1 is included in the Company’s consolidated financial statements because the Company, through its interest in the equity securities of MalinJ1, has the ability to control the operations and activities of MalinJ1. Viamet HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Acacia, is the majority shareholder of MalinJ1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. 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 note disclosures required by U.S. GAAP in annual financial statements have been omitted or condensed in accordance with quarterly reporting requirements of the Securities and Exchange Commission (“SEC”). These interim unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2021, as reported by Acacia in its Annual Report on Form 10-K filed with the SEC on March 31, 2022, as well as in our other public filings with the SEC. 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 September 30, 2022, and results of its operations and its cash flows for the interim periods presented. The consolidated results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year. Segment Reporting The Company uses the management approach, which designates the internal organization that is used by management for making operating decisions and assessing performance as the basis of the Company’s reportable segments. Refer to Note 15 for additional information regarding our two reportable business segments: Intellectual Property Operations and Industrial Operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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, estimates of variable consideration for revenue, including sales returns, the valuation of equity securities without readily determinable fair value, the determination of excess and obsolete inventories, bad debt allowances and product warranty liabilities, the valuation of Series A redeemable convertible preferred stock (the “Series A Redeemable Convertible Preferred Stock”), embedded derivatives, Series A warrants (the “Series A Warrants”) and Series B warrants (the “Series B Warrants”), stock-based compensation expense, impairment of goodwill, patent-related and other intangible assets, the determination of the economic useful life of amortizable intangible assets, and income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective or complex judgments. Revenue Recognition Intellectual Property Operations ARG's revenue is recognized upon transfer of control (i.e., by the granting) of promised bundled IP Rights and other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive in exchange for those IP Rights. Revenue contracts that provide promises to grant the right to use IP Rights as they exist at the point in time at which the IP Rights are granted, are accounted for as performance obligations satisfied at a point in time and revenue is recognized at the point in time that the applicable performance obligations are satisfied and all other revenue recognition criteria have been met. For the periods presented, revenue contracts executed by ARG primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technologies owned or controlled by ARG. Revenues also included license fees from sales-based revenue contracts, the majority of which were originally executed in prior periods, which provide for the payment of quarterly license fees based on quarterly sales of applicable product units by licensees (“Recurring License Revenue Agreements”). Revenues may also include court ordered settlements or awards related to our patent portfolio or sales of our patent portfolio. IP Rights granted included the following, as applicable: (i) the grant of a non-exclusive, future license to manufacture and/or sell products covered by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The IP Rights granted were generally perpetual in nature, extending until the legal expiration date of the related patents. The individual IP Rights are not accounted for as separate performance obligations, as (i) the nature of the promise, within the context of the contract, is to grant combined items to which the promised IP Rights are inputs and (ii) the Company's promise to grant each individual IP right described above to the customer is not separately identifiable from other promises to grant IP Rights in the contract. Since the promised IP Rights are not individually distinct, ARG combined each individual IP Right in the contract into a bundle of IP Rights that is distinct, and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. ARG’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. ARG’s operating subsidiaries have no further obligation with respect to the grant of IP Rights, including no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the contract. Licensees legally obtain control of the IP Rights upon execution of the contract. As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met. Revenue contracts generally provide for payment of contractual amounts within 15-90 days of execution of the contract, or the end of the quarter in which the sale or usage occurs for Recurring License Revenue Agreements. Contractual payments made by licensees are generally non-refundable. For sales-based royalties from Recurring License Revenue Agreements, ARG includes in the transaction price some or all of an amount of estimated variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Notwithstanding, revenue is recognized for a sales-based royalty promised in exchange for a license of IP Rights when the later of (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied. Estimates are generally based on historical levels of activity, if available. Revenues from contracts with significant financing components (either explicit or implicit) are recognized at an amount that reflects the price that a licensee would have paid if the licensee had paid cash for the IP Rights when they are granted to the licensee. In determining the transaction price, ARG adjusts the promised amount of consideration for the effects of the time value of money. As a practical expedient, ARG does not adjust the promised amount of consideration for the effects of a significant financing component if ARG expects, at contract inception, that the period between when the entity grants promised IP Rights to a customer and when the customer pays for the IP Rights will be one year or less. In general, ARG is required to make certain judgments and estimates in connection with the accounting for revenue contracts with customers. Such areas may include identifying performance obligations in the contract, estimating the timing of satisfaction of performance obligations, determining whether a promise to grant a license is distinct from other promised goods or services, evaluating whether a license transfers to a customer at a point in time or over time, allocating the transaction price to separate performance obligations, determining whether contracts contain a significant financing component, and estimating revenues recognized at a point in time for sales-based royalties. License revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Paid-up license revenue agreements $ 6,000 $ 1,100 $ 15,553 $ 23,110 Recurring License Revenue Agreements 320 482 1,444 1,675 Total $ 6,320 $ 1,582 $ 16,997 $ 24,785 Industrial Operations Printronix recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine the transaction price, Printronix estimates the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to a customer. Elements of variable consideration are estimated at the time of sale which primarily include product rights of return, rebates, price protection and other incentives that occur under established sales programs. These estimates are developed using the expected value or the most likely amount method and are reviewed and updated, as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal recognized will not occur in future periods. The provision for returns and sales allowances is determined by an analysis of the historical rate of returns and sales allowances over recent quarters, and adjusted to reflect management’s future expectations. Printronix enters into contract arrangements that may include various combinations of tangible products (which include printers, consumables and parts) and services, which are generally capable of being distinct and accounted for as separate performance obligations. Printronix evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation. This evaluation requires judgement, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period. Printronix deems performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (i.e. capable of being distinct) and if the transfer of products or services is separately identifiable from other promises in the contract (i.e. distinct within the context of the contract). For contract arrangements that include multiple performance obligations, Printronix allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and standard software while standalone selling prices for repair and maintenance services are developed with an expected cost-plus margin or residual approach. Regional pricing, marketing strategies and business practices are evaluated to derive the estimated standalone selling price using a cost-plus margin methodology. Printronix recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes consideration of the following: (i) the customer simultaneously receives and consumes the benefits provided as Printronix performs its promises, (ii) the performance creates or enhances an asset that is under control of the customer, (iii) the performance does not create an asset with an alternative use to Printronix, and (iv) Printronix has an enforceable right to payment for its performance completed to date. Revenues for products are generally recognized upon shipment, whereas revenues for services are generally recognized over time, assuming all other criteria for revenue recognition have been met. Incremental costs of obtaining a contract are expensed as incurred. Service revenue commissions are tied to the revenue recognized during the current year of the related sale. Printronix offers printer-maintenance services through service agreements that customers may purchase separately from the printer. These agreements commence upon expiration of the standard warranty period. Printronix provides the point-of-customer-contact, dispatches calls and sells the parts used for printer repairs to service providers. Printronix contracts third parties to perform the on-site repair services at the time of sale which covers the period of service at a set amount. The maintenance service agreements are separately priced at a stand-alone value. For those transactions in which maintenance service agreements are purchased concurrently with the purchase of printers, the revenue is deferred based on the selling price, which approximates the stand-alone value for separately sold maintenance services agreements. Revenue from maintenance service contracts are recognized on a straight-line basis over the period of each individual contract, which is consistent with the pattern in which the benefit is consumed by the customer. Printronix's net revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2022 (In thousands) Printers, consumables and parts $ 8,509 $ 26,023 Services 1,049 3,082 Total $ 9,558 $ 29,105 Refer to Note 15 for additional information regarding net sales to customers by geographic region. Deferred revenue in the consolidated balance sheets represents a contract liability under Accounting Standards Codification (“ASC”) 606 and consists of payments and billings in advance of the performance. Printronix recognized approximately $932,000 and $2.8 million in revenue that was previously included in the beginning balance of deferred revenue during the three and nine months ended September 30, 2022, respectively. Printronix's payment terms vary by the type and location of its customers and the products, solutions or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, Printronix has determined that its contracts do not include a significant financing component. Printronix's remaining performance obligations, following the transfer of products to customers, primarily relate to repair and support services. The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year was $822,000 and $772,000, inclusive of deferred revenue, as of September 30, 2022 and December 31, 2021, respectively. On average, remaining performance obligations as of September 30, 2022 are expected to be recognized over a period of approximately two years. Cost of Revenues Intellectual Property Operations Cost of revenues include the costs and expenses incurred in connection with ARG’s patent licensing and enforcement activities, including inventor royalties paid to original patent owners, patent maintenance and prosecution costs, 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. Cost of revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Inventor royalties $ 732 $ 280 $ 1,092 $ 823 Contingent legal fees 1,010 285 2,314 5,735 Litigation and licensing expenses 939 782 3,272 4,881 Amortization of patents 2,601 2,612 7,802 7,086 Total $ 5,282 $ 3,959 $ 14,480 $ 18,525 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. Patent costs, including any upfront advances paid to patent owners by ARG’s operating subsidiaries, 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, ARG’s operating subsidiaries may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. Inventor royalty and contingent legal agreements generally provide for payment by ARG of contractual amounts 30 days subsequent to the quarter end during which related license fee payments are received from licensees by ARG. Litigation and Licensing Expenses Litigation and licensing expenses include patent-related litigation, enforcement and prosecution costs incurred by law firms and external patent attorneys engaged on either an hourly basis or a contingent fee basis. Litigation and licensing expenses also includes third-party patent research, development, patent prosecution and maintenance fees, re-exam and inter partes reviews, consulting and other costs incurred in connection with the licensing and enforcement of patent portfolios. Industrial Operations Included in cost of sales are inventory costs (refer to "Inventories" below), indirect labor, overhead and warranty costs. Printronix offers both assurance-type and service-type product warranties with varying terms depending on the product, region and customer contracts. Warranty periods range from three months to two years. The provision for warranty costs is determined by applying the historical claims experience and estimated repair costs to the outstanding units under warranty. The following is a summary of the accrued warranty liabilities, which are included in accrued expenses and other current liabilities, and other long-term liabilities in the consolidated balance sheets: Nine Months Ended 2022 (In thousands) Beginning balance $ 222 Estimated future warranty expense 23 Warranty claims settled (111) Ending balance $ 134 Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. The Company places its cash equivalents primarily in highly rated money market funds and investment grade marketable securities. Cash and cash equivalents are also invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. The Company has not experienced any significant losses on its deposits of cash and cash equivalents. Intellectual Property Operations Two licensees individually accounted for 47% each of revenues recognized during the three months ended September 30, 2022. Four licensees individually accounted for more than 10% of total recognized revenue, ranging from 13% to 32%, during the three months ended September 30, 2021. Three licensee individually accounted for 18%, 18% and 31% of revenues recognized during the nine months ended September 30, 2022. Three licensees individually accounted for 50%, 19% and 12% of revenues recognized during the nine months ended September 30, 2021. Historically, ARG has not had material foreign operations. Based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable license revenue arrangement, for the three and nine months ended September 30, 2022, approximately zero percent and 4%, respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions. For the three and nine months ended September 30, 2021, 8% and 15%, respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions. Refer to Note 15 for additional information regarding revenue from customers by geographic region. Two licensees individually represented approximately 53% and 47% of accounts receivable at September 30, 2022. Two licensees individually represented approximately 59% and 41% of accounts receivable at December 31, 2021. Industrial Operations No single Printronix customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2022. Printronix has significant foreign operations, refer to Note 15 for additional information regarding net sales to customers by geographic region. No single Printronix customer represented 10% or more of accounts receivable as of September 30, 2022, and one customer represented 11% of accounts receivable as of December 31, 2021. Exposure to credit risk is limited by the large number of customers comprising the remainder of the Printronix customer base and by periodic customer credit evaluations performed by Printronix. No single Printronix vendor accounted for 10% or more of purchases for the three and nine months ended September 30, 2022. Accounts payable to two vendors represented 12% and 10% of accounts payable as of September 30, 2022, and one vendor represented 14% of accounts payable as of December 31, 2021. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when purchased to be cash equivalents. For the periods presented, Acacia’s cash equivalents are comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its agencies. Equity Securities at Fair Value Investments in equity securities are reported at fair value on a recurring basis, with related realized and unrealized gains and losses in the value of such securities recorded in the consolidated statements of operations in other income or (expense). Dividend income is included in other income or (expense). Refer to Note 9 for additional information related to fair value measurements. Equity securities at fair value for the periods presented were comprised of the following: Security Type Cost Gross Gross Fair Value (In thousands) September 30, 2022: Equity securities - Life Sciences Portfolio (Note 3) $ 38,066 $ 19,232 $ (1,014) $ 56,284 Equity securities - other common stock 47,600 8 (22,508) 25,100 Total $ 85,666 $ 19,240 $ (23,522) $ 81,384 December 31, 2021: Equity securities - Life Sciences Portfolio (Note 3) $ 56,037 $ 262,811 $ (1,488) $ 317,360 Equity securities - other common stock 43,822 2,068 (1,472) 44,418 Total $ 99,859 $ 264,879 $ (2,960) $ 361,778 Equity Securities Without Readily Determinable Fair Value For equity securities that do not have a readily determinable fair value, the Company elected to report them under the measurement alternative. They are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions and factoring in any adjustments for illiquidity or preference of these securities. Changes in fair value are reported in the consolidated statements of operations in other income or (expense). To date, the Company has not recorded any impairments nor upward or downward adjustments on our equity securities without readily determinable fair values held as of September 30, 2022 and December 31, 2021. Refer to Note 3 for additional information. Equity Method Investments Equity investments in common stock and in-substance common stock without readily determinable fair values in companies over which the Company has the ability to exercise significant influence, are accounted for using the equity method of accounting. Acacia includes its proportionate share of earnings and/or losses of its equity method investees in earnings on equity investment in joint venture in the consolidated statements of operations. Refer to Note 3 for additional information. Investments in preferred stock with substantive liquidation preferences are accounted for at cost, (subject to impairment considerations, as described below, if any), as adjusted for the impact of changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. In-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity's common stock. An investment in preferred stock with substantive liquidation preferences over common stock, is not substantially similar to common stock, and therefore is not considered in-substance common stock. A liquidation preference is substantive if the investment has a stated liquidation preference that is significant, from a fair value perspective, in relation to the purchase price of the investment. A liquidation preference in an investee that has sufficient subordinated equity from a fair value perspective is substantive because, in the event of liquidation, the investment will not participate in substantially all of the investee's losses, if any. The initial determination of whether an investment is substantially similar to common stock is made on the initial date of investment if the Company has the ability to exercise significant influence over the operating and financial policies of the investee. That determination is reconsidered if (i) contractual terms of the investment are changed, (ii) there is a significant change in the capital structure of the investee, including the investee's receipt of additional subordinated financing, or (iii) the Company obtains an additional interest in an investment, resulting in the method of accounting for the cumulative interest being based on the characteristics of the investment at the date at which the Company obtains the additional interest. Investment at Fair Value On an individual investment basis, Acacia may elect to account for investments in companies where the Company has the ability to exercise significant influence over operating and financial policies of the investee, at fair value. If the fair value method is applied to an investment that would otherwise be accounted for under the equity method of accounting, it is applied to all of the financial interests in the same entity that are eligible items (i.e., common stock and warrants). As part of the Company’s equity securities in the Life Sciences Portfolio, the Company has elected to apply the fair value method to one investment, r efer to Note 3 for additional information. During 2016 and 2017, Acacia made certain investments in Veritone, Inc. (“Veritone”). As a result of these transactions, Acacia received shares of Veritone common stock and warrants. We elected the fair value method for our investment in Veritone upon acquisition. During 2018, Acacia began to divest its investments in Veritone. During 2020, Acacia sold its remaining shares of common stock. During the quarter ended March 31, 2021, included in the consolidated statement of operations, Acacia recorded an unrealized loss of $2.8 million from our investment in warrants, as reflected in the change in fair value of investment, and Acacia exercised all remaining warrants and recorded a realized gain on sale of investment of $3.6 million. Since March 2021, the Company no longer has an investment in Veritone common stock and warrants. Impairment of Investments Acacia reviews its investments quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, Acacia considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds its fair value, Acacia evaluates, among other factors, general market conditions and the duration and extent to which the fair value is less than cost. Acacia also considers specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the consolidated statements of operations and a new cost basis in the investment is established. Accounts Receivable and Allowance for Doubtful Accounts Intellectual Property Operations ARG performs credit evaluations of its licensees with significant receivable balances, if any, and has not experienced any significant credit losses. Accounts receivable are recorded at the executed contract amount and generally do not bear interest. Collateral is not required. An allowance for doubtful accounts may be established to reflect the Company’s best estimate of probable losses inherent in the accounts receivable balance, and is reflected as a contra-asset account on the balance sheets and a charge to general and administrative expenses in the consolidated statements of operations for the applicable period. The allowance is determined based on known troubled accounts, historical experience, and other currently |
EQUITY SECURITIES PORTFOLIO INV
EQUITY SECURITIES PORTFOLIO INVESTMENT | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY SECURITIES PORTFOLIO INVESTMENT | EQUITY SECURITIES PORTFOLIO INVESTMENTOn April 3, 2020, the Company entered into an Option Agreement with LF Equity Income Fund (“Seller”), which included general terms through which the Company was provided the option to purchase life sciences equity securities in a portfolio of public and private companies (“Life Sciences Portfolio”) for an aggregate purchase price of £223.9 million, approximately $277.5 million at the exchange rate on April 3, 2020. On June 4, 2020, the Company executed the Transaction Agreement between Link Fund Solutions Limited, Seller, and the Company. Pursuant to the Transaction Agreement, the Company agreed to purchase from Seller and Seller agreed to transfer to the Company the specified equity securities of all companies in the Life Sciences Portfolio at set prices at various future dates. The transfer dates would vary among the Life Sciences Portfolio companies as the Transaction Agreement gives the Company the exclusive right to determine when to call for transfer of each security, and because each Life Sciences Portfolio company (or its existing equity holders) may be required to approve the transfer due to rights of first refusals and other company-specific terms and conditions. Thus, the execution of the Transaction Agreement resulted in forward contracts for the Company to purchase equity securities in each public and private company at a specified price on a future date. In accordance with the Transaction Agreement, the Company transferred the total purchase price of £223.9 million into an escrow account. Upon the transfer of equity securities in the Life Sciences Portfolio to the Company, the associated funds were released from the escrow account to Seller based on the consideration amount assigned to the equity securities for such Life Sciences Portfolio company in the Transaction Agreement. As of December 31, 2020, all of the equity securities in the Life Sciences Portfolio were transferred to the Company pursuant to the Transaction Agreement. The Company has sold a portion of the equity securities of such Life Sciences Portfolio while retaining an interest in a number of operating businesses, including a controlling interest in one of the companies. During the year ended December 31, 2020, Seller returned a total of £4.5 million of the Company’s prepaid investment upon the failure to obtain the approval of the existing equity holders, pursuant to their rights of first refusals, of one of the companies in connection with the transfer of its securities. In addition, due to an ownership restriction applicable to one of the companies, the Company sold a small portion of an equity securities derivative for £33,000 before the remaining shares of such company could be transferred to us. The Company recognized a net gain of $2.8 million related to the returned prepaid investments and sale of the derivative. For accounting purposes, the total purchase price of the Life Sciences Portfolio was allocated to the individual equity securities based on their individual fair values as of April 3, 2020, in order to establish an appropriate cost basis for each of the acquired securities. The fair values of the public company securities were based on their quoted market price. The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions and factoring in a discount for the illiquidity of these securities. Included in our consolidated balance sheets as of September 30, 2022 and December 31, 2021, the total fair value of the remaining Life Sciences Portfolio investment was $109.4 million and $343.1 million, respectively. As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired an equity interest in Arix Bioscience PLC (“Arix”), a public company listed on the London Stock Exchange. During the nine months ended September 30, 2022, the Company increased its investment in Arix amounting to approximately 22% as of September 30, 2022. In addition, two members of the Company's Board of Directors (the “Board”) have seats on the board of Arix, which is currently made up of five board members. Although the Company is presumed to have significant influence over operating and financial policies of Arix, we have elected to account for the investment under the fair value method. To date, the Company has not received any dividends from Arix. As of September 30, 2022, this investment does not meet the significance thresholds for additional summarized income statement disclosures, as defined by the SEC. As of September 30, 2022, the aggregate carrying amount of our Arix investment was $33.8 million, and is included in equity securities at fair value, in the consolidated balance sheet. The following unrealized and realized gains or losses from our investment in the Life Sciences Portfolio are recorded in the change in fair value of equity securities and gain or loss on sale of equity securities, respectively, in the consolidated statements of operations: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Change in fair value of equity securities of public $ (39,008) $ 243,930 $ (243,106) $ 214,247 Change in fair value of equity securities without readily — (180,023) — (102,067) Gain on sale of equity securities of public 36,397 37,112 101,102 52,167 Net realized and unrealized (loss) gain $ (2,611) $ 101,019 $ (142,004) $ 164,347 As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired a majority interest in the equity securities of MalinJ1 (63.9%), which were transferred to the Company on December 3, 2020. The acquisition of the MalinJ1 securities was accounted for as an asset acquisition as there was a change of control of MalinJ1 and substantially all of the fair value of the assets acquired was concentrated in a single identifiable asset, an investment in Viamet Pharmaceuticals Holdings, LLC (“Viamet”). As such, the cost basis of the MalinJ1 securities was used to allocate to the Viamet investment, the single identifiable asset, and no goodwill was recognized. The Company through its consolidation of MalinJ1 accounts for the Viamet investment under the equity method as MalinJ1 owns 41.0% of outstanding shares of Viamet. During the nine months ended September 30, 2022 and 2021 , our consolidated earnings on equity investment was $42.9 million and $2.7 million, respectively, included in the consolidated statements of operations. During the nine months ended September 30, 2022 , distributions received were $1.2 million to Acacia and $586,000 to noncontrolling interests. Du ring the nine months ended September 30, 2021, distributions received were $1.8 million to Acacia and $906,000 to noncontrolling interests. In April 2022, Viamet received a certain drug approval from the United States Food and Drug Administration ("FDA"). In connection with the FDA approval, MalinJ1 was due a milestone payment in the amount of $40.0 million. The Company's portion of that milestone payment is anticipated to be received before year-end 2022 in the approximate amount of $27.0 million, with interest accrued at 8.5% per year. In June 2022, in connection with the submission to the European Medicines Agency, MalinJ1 was due an additional milestone payment in the amount of $1.8 million. The Company's portion of that milestone payment was received in July 2022 in the approximate amount of $1.2 million. During 2022, the Company has recorded consolidated earnings on equity investment of $42.9 million, including the two milestones and approximately $1.2 million in accrued interest. On October 13, 2021, Adaptix Limited issued £2.95 million, approximately $4.0 million at the exchange rate on October 13, 2021, in limited unsecured notes due in 2026 to Radcliffe 2 Ltd., a subsidiary of Merton Healthcare Holdco II LLC. The interest rate on the notes is 8.0% per year. During the three and nine months ended September 30, 2022, we recorded $70,000 and $221,000, respectively, in interest income related to the notes. As of September 30, 2022 and December 31, 2021, the receivable including interest was $3.5 million and $4.0 million, respectively, and is included in other non-current assets in the consolidated balance sheets. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Printronix's inventories, net consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Raw materials $ 4,244 $ 3,207 Subassemblies and work in process 2,944 1,712 Finished goods 7,095 4,011 14,283 8,930 Inventory reserves (481) — Inventories, net $ 13,802 $ 8,930 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Machinery and equipment $ 2,984 $ 2,077 Furniture and fixtures 546 1,036 Computer hardware and software 612 614 Leasehold improvements 999 1,034 5,141 4,761 Accumulated depreciation and amortization (1,441) (578) Property, plant and equipment, net $ 3,700 $ 4,183 Total depreciation and amortization expense in the consolidated statements of operations was $329,000 and $39,000 for the three months ended September 30, 2022 and 2021, respectively, and $1.0 million and $112,000 for the nine months ended September 30, 2022 and 2021, respectively. Our Intellectual Property Operations and parent company include depreciation and amortization in general and administrative expenses, and our Industrial Operations allocates depreciation and amortization to all applicable operating expense categories. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS, NET Changes in the carrying amount of goodwill consisted of the following: Nine Months Ended September 30, 2022 (In thousands) Beginning balance $ 7,470 Acquisition of business — Impairment losses — Ending balance $ 7,470 The ending balance of goodwill includes no accumulated impairment losses to date. All goodwill is allocated to our Industrial Operations segment, refer to Note 1 for additional information related to the Printronix acquisition. Other intangible assets, net consisted of the following: September 30, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (302,143) $ 29,260 Industrial operations 7 years 3,400 (476) 2,924 Total patents 334,803 (302,619) 32,184 Customer relationships - industrial operations 7 years 5,300 (742) 4,558 Trade name and trademarks - industrial operations 7 years 3,430 (480) 2,950 Total $ 343,533 $ (303,841) $ 39,692 December 31, 2021 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (294,341) $ 37,062 Industrial operations 7 years 3,400 (112) 3,288 Total patents 334,803 (294,453) 40,350 Customer relationships - industrial operations 7 years 5,300 (174) 5,126 Trade name and trademarks - industrial operations 7 years 3,430 (113) 3,317 Total $ 343,533 $ (294,740) $ 48,793 Total other intangible asset amortization expense in the consolidated statements of operations was $3.0 million and $2.6 million for the three months ended September 30, 2022 and 2021, respectively, and $9.1 million and $7.1 million for the nine months ended September 30, 2022 and 2021, respectively. The Company did not record charges related to the impairment of other intangible assets for the nine months ended September 30, 2022 and 2021. There was no accelerated amortization of other intangible assets for the nine months ended September 30, 2022 and 2021. During 2021, ARG reduced its gross patent costs and accumulated amortization by approximately $35.0 million for patents that were fully amortized. Intellectual Property Operations amortization of patents is expensed in cost of revenues and Industrial Operations amortization is expensed in general and administrative expenses. The following table presents the scheduled annual aggregate amortization expense (in thousands): Years Ending December 31, Remainder of 2022 $ 3,035 2023 12,068 2024 10,692 2025 8,348 2026 2,483 Thereafter 3,066 Total $ 39,692 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Accrued loss contingency (see Note 11) $ 4,500 $ — Accrued consulting and other professional fees 1,290 438 Customer deposit — 3,000 Income taxes payable 681 506 Product warranty liability, current 42 84 Service contract costs, current 416 307 Short-term lease liability 1,556 935 Other accrued liabilities 773 957 Total $ 9,258 $ 6,227 |
STARBOARD INVESTMENT
STARBOARD INVESTMENT | 9 Months Ended |
Sep. 30, 2022 | |
Starboard Investment [Abstract] | |
STARBOARD INVESTMENT | STARBOARD INVESTMENT Note Regarding Subsequent Events As more fully described in Note 16, on October 30, 2022 the Company entered into a Recapitalization Agreement (the “Recapitalization Agreement”) with Starboard and the Investors (as defined below), pursuant to which, among other things, the Company and Starboard agreed to enter into a series of transactions (the “Recapitalization”) to restructure Starboard’s existing investments in the Company in order to simplify the Company’s capital structure. Unless otherwise noted, the following discussion of Starboard’s investments in the Company does not reflect the transactions effected or to be effected pursuant to the Recapitalization Agreement, or any other matters contemplated in connection with the Recapitalization. Series A Redeemable Convertible Preferred Stock On November 18, 2019, the Company entered into a Securities Purchase Agreement with Starboard Value LP (“Starboard”) and certain funds and accounts affiliated with, or managed by, Starboard (collectively, the “Investors”) pursuant to which the Company issued (i) 350,000 shares of Series A Redeemable Convertible Preferred Stock with a par value of $0.001 per share and a stated value of $100 per share, and (ii) Series A Warrants to purchase up to 5 million shares of the Company’s common stock to the Investors. The Securities Purchase Agreement also established the terms of certain senior secured notes and additional Series B Warrants which may be issued to Starboard in the future. On June 4, 2020, the Company entered into a Supplemental Agreement, as defined below under “Senior Secured Notes”, with certain contractual agreements affecting the Series A Redeemable Convertible Preferred Stock, reflected below. The Series A Redeemable Convertible Preferred Stock can be converted into a number of shares of common stock equal to (i) the stated value thereof plus accrued and unpaid dividends, divided by (ii) the conversion price of $3.65 (subject to certain anti-dilution adjustments). Holders may elect to convert the Series A Redeemable Convertible Preferred Stock into common stock at any time. The Company may elect to convert the Series A Redeemable Convertible Preferred Stock into shares of Common Stock any time on or after November 15, 2025, provided that the closing price of the Company’s common stock equals or exceeds 190% of the conversion price for 30 consecutive trading days and assuming certain other conditions of the common stock have been met. Holders have the option to redeem all or a portion of the Series A Redeemable Convertible Preferred Stock during the period of May 15, 2022 through August 15, 2022, provided that there is not outstanding at least $50.0 million aggregate principal of senior secured notes to the Investors pursuant to the Securities Purchase Agreement at the time of the redemption. Holders also have the option to redeem all or a portion of the Series A Redeemable Convertible Preferred Stock during the period of November 15, 2024 through February 15, 2025. Additionally, holders have the option to redeem all or a portion of the Series A Redeemable Convertible Preferred Stock upon the occurrence of (i) a change of control or (ii) various other triggering events, such as the suspension from trading or delisting of the Company’s common stock. If the Series A Redeemable Convertible Preferred Stock is redeemed at the option of the holders, the redemption price may include a make-whole amount or a stated premium, depending on the redemption scenario. The Company may redeem all, and not less than all, of the Series A Redeemable Convertible Preferred Stock (i) upon a change of control or (ii) during the period of May 15, 2022 through August 15, 2022, provided that there is not outstanding at least $50.0 million aggregate principal of the senior secured notes at the time of the redemption, and assuming certain conditions of the common stock have been met. If the Series A Redeemable Convertible Preferred Stock is redeemed at the option of the Company, the redemption price would include a make-whole amount or a 15% premium depending on the circumstances. If any Series A Redeemable Convertible Preferred Stock remains outstanding on November 15, 2027, the Company shall redeem such Series A Redeemable Convertible Preferred Stock in cash. In all redemption scenarios, the redemption price for the Series A Redeemable Convertible Preferred Stock includes the stated value plus accrued and unpaid dividends. In addition, depending on the redemption scenario, the redemption price may also include a make-whole amount or stated premium as described above. When the Company issues Notes, the Holder may exchange the Series A Redeemable Convertible Preferred Stock for (i) Notes and (ii) Series B Warrants to purchase common stock. The Series A Redeemable Convertible Preferred Stock accrues cumulative dividends quarterly at annual rate of 3.0% on the stated value. Upon certain triggering events, the dividend rate will increase to 7.0% if the triggering event occurs before an approved investment or 10.0% on the stated value if the triggering event occurs after an approved investment. In connection with the approved investment in June 2020, the Company and the Investors agreed that the dividend rate on the Series A Redeemable Convertible Preferred Stock would accrue at 3.0% so long as no triggering event occurs and the Company maintains $35.0 million in escrow. Series A Redeemable Convertible Preferred Stock also participates on an as-converted basis in any regular or special dividends paid to common stockholders. During October 2021, the Company consummated a suitable acquisition, accordingly $35.0 million was released to the Company from escrow (refer to Note 1 for discussion related to the Printronix acquisition). Upon consummation of the approved acquisition in October 2021, the dividend rate increased to 8.0% on the stated value. There are no accrued and unpaid dividends as of September 30, 2022 and December 31, 2021. Holders of the Series A Redeemable Convertible Preferred Stock have the right to vote with common stockholders on an as-converted basis on all matters. Holders of Series A Redeemable Convertible Preferred Stock will also be entitled to a separate class vote with respect to amendments to the Company’s organizational documents that generally have an adverse effect on the Series A Redeemable Convertible Preferred Stock. Upon liquidation of the Company, holders of Series A Redeemable Convertible Preferred Stock have a liquidation preference over holders of our common stock and will be entitled to receive, prior to any distribution to holders of our common stock, an amount equal to the greater of (i) the stated value plus accrued and unpaid dividends or (ii) the amount that would have been received if the Series A Redeemable Convertible Preferred Stock had been converted into common stock immediately prior to the liquidation event at the then effective conversion price. The Company determined that certain features of the Series A Redeemable Convertible Preferred Stock should be bifurcated and accounted for as a derivative. Each of these features are bundled together as a single, compound embedded derivative. During 2019, total proceeds received and transaction costs incurred from the issuance of the Series A Redeemable Convertible Preferred Stock amounted to $35.0 million and $1.3 million, respectively. Proceeds received were allocated based on the fair value of the instrument without the Series A Warrants and of the Series A Warrants themselves at the time of issuance. The proceeds allocated to the Series A Redeemable Convertible Preferred Stock were then further allocated between the host preferred stock instrument and the embedded derivative, with the embedded derivative recorded at fair value and the Series A Redeemable Convertible Preferred Stock recorded at the residual amount. The portion of the proceeds allocated to the Series A Warrants, embedded derivative, and Series A Redeemable Convertible Preferred Stock was $4.8 million, $21.2 million, and $8.9 million, respectively. Transaction costs were also allocated between the Series A Redeemable Convertible Preferred Stock and the Series A Warrants on the same basis as the proceeds. The transaction costs allocated to the Series A Redeemable Convertible Preferred Stock were treated as a discount to the Series A Redeemable Convertible Preferred Stock. The transaction costs allocated to the Series A Warrants were expensed as incurred. The Company classifies the Series A Redeemable Convertible Preferred Stock as mezzanine equity as the instrument will become redeemable at the option of the holder in various scenarios or otherwise on November 15, 2027. As it is probable that the Series A Redeemable Convertible Preferred Stock will become redeemable, the Company accretes the instrument to its redemption value using the effective interest method and recognizes any changes against additional paid in capital in the absence of retained earnings. Accretion for the three months ended September 30, 2022 and 2021 was $1.3 million and $991,000, respectively, and for the nine months ended September 30, 2022 and 2021 was $3.7 million and $2.8 million, respectively. In connection with the issuance of the Series A Redeemable Convertible Preferred Stock, the Company executed a Registration Rights Agreement with Starboard and the Investors and a Governance Agreement with Starboard and certain affiliates of Starboard. Under the Registration Rights Agreement, the Company agreed to provide certain registration rights with respect to the Series A Redeemable Convertible Preferred Stock and shares of common stock issued upon conversion. In accordance with the Governance Agreement, the Company agreed to (i) increase the size of the Board from six to seven members, (ii) appoint Jonathan Sagal as a director of the Company, (iii) grant Starboard the right to recommend two additional directors for appointment to the board, (iv) form a Strategic Committee of the Board tasked with sourcing and performing due diligence on potential acquisition targets, (v) appoint certain directors to the Strategic Committee, and (vi) appoint a director to the Nominating and Corporate Governance Committee. The following features of the Series A Redeemable Convertible Preferred Stock are required to be bifurcated from the host preferred stock and accounted for separately as an embedded derivative: (i) the right of the holders to redeem the shares (the “put option”), (ii) the right of the holders to receive common stock upon conversion of the shares (the “conversion option”), (iii) the right of the Company to redeem the shares (the “call option”), and (iv) the change in dividend rate upon consummation of an approved investment or a triggering event (the “contingent dividend rate feature”). These features are required to be accounted for separately from the Series A Redeemable Convertible Preferred Stock because the features were determined to be not clearly and closely related to the debt-like host and also did not meet any other scope exceptions for derivative accounting. Therefore, these features are bundled together and are accounted for as a single, compound embedded derivative liability. Accordingly, we have recorded an embedded derivative liability representing the combined fair value of each of these features. The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded other income or (expense) in the “Change in fair value of the Series A and B warrants and embedded derivatives” financial statement line item of the consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the fair value of the Series A embedded derivative was $22.4 million and $18.4 million, respectively. In accordance with the Recapitalization Agreement, subject to the receipt of stockholder approval at the Company’s next annual meeting of stockholders, (i) the Company will cause the Certificate of Designations to be amended and restated in the form attached to the Recapitalization Agreement in order to remove the “4.89% blocker” provision and (ii) on or prior to July 14, 2023, the Investors will convert an aggregate amount of 350,000 shares of Preferred Stock into common stock in accordance with the terms of the Certificate of Designations. Refer to Note 16 for additional information related to the Preferred Stock. Series A Warrants On November 18, 2019, in connection with the issuance of the Series A Redeemable Convertible Preferred Stock, the Company issued detachable Series A Warrants to acquire up to 5 million shares of common stock at a price of $3.65 per share (subject to certain anti-dilution adjustments) at any time during a period of eight years beginning on the instrument’s issuance date of the Series A Warrants. The fair value of the Series A Warrants was $4.8 million upon issuance. The Series A Warrants will be recognized at fair value at each reporting period until exercised or expiration, with changes in fair value recognized in other income or (expense) in the consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the fair value of the Series A Warrants was $9.4 million and $11.3 million, respectively. As of September 30, 2022, the Series A Warrants have not been exercised. In accordance with the terms of the Recapitalization Agreement, within five (5) business days following the date of the Recapitalization Agreement, the Investors were required to consummate the Series A Warrants Exercise, and the Company was to issue to the Investors shares of common stock in accordance with the terms of the Series A Warrants and to pay to Starboard an aggregate amount of $9,000,000 representing a negotiated settlement of the foregone time value of the Series A Warrants (which amount was paid through a reduction in the exercise price of the Series A Warrants). Refer to Note 16 for additional information related to the Series A Warrants. The Series A Warrants are classified as a liability in accordance with ASC 480, "Distinguishing Liabilities from Equity", as the agreement provides for net cash settlement upon a change in control, which is outside the control of the Company. Series B Warrants On February 25, 2020, pursuant to the terms of the Securities Purchase Agreement with Starboard and the Investors, the Company issued Series B Warrants to purchase up to 100 million shares of the Company’s common stock at an exercise price (subject to certain price-based anti-dilution adjustments) of either (i) $5.25 per share, if exercising by cash payment, within 30 months from the issuance date (i.e., August 25, 2022); or (ii) $3.65 per share, if exercising by cancellation of a portion of Notes. The Company issued the Series B Warrants for an aggregate purchase price of $4.6 million. The Series B Warrants expire on November 15, 2027. In connection with the issuance of the Notes on June 4, 2020, the terms of certain of the Series B Warrants were amended to permit the payment of the lower exercise price of $3.65 through the payment of cash, rather than only through the cancellation of Notes outstanding, at any time until the expiration date of November 15, 2027. 31,506,849 of the Series B Warrants are subject to this adjustment with the remaining balance of 68,493,151 Series B Warrants continuing under their original terms (the Series B Warrants not subject to such adjustment, the “Unadjusted Series B Warrants”). As of September 30, 2022, the Series B Warrants have not been exercised. During the quarter ended September 30, 2022, the cash exercise feature of the Unadjusted Series B Warrants expiration date of August 25, 2022 was extended to October 28, 2022. The Series B Warrants will be recognized at fair value at each reporting period until exercised or expiration, with changes in fair value recognized in other income or (expense) in the consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the total fair value of the Series B Warrants was $59.7 million and $96.4 million, respectively. On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired. The fair value of the Unadjusted Series B Warrants as of September 30, 2022 was $533,000, which is included in the total fair value set forth above. In accordance with the terms of the Recapitalization Agreement, on or prior to July 14, 2023 (unless stockholder approval is required), the Company and Starboard will amend the Series B Warrant Agreement to remove the 4.89% blocker, and Starboard will irrevocably exercise 31,506,849 of the Series B Warrants (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the common stock occurring after the date of the Recapitalization Agreement), through the Series B Warrants Exercise. The remaining Series B Warrants will be cancelled immediately following the completion of the Rights Offering. Refer to Note 16 for additional information related to the Series B Warrants. Each of the Series A Warrants and Series B Warrants and Series A Redeemable Convertible Preferred Stock includes a “4.89% blocker” which prevents Starboard from exercising or converting the securities is, after giving effect thereto, Starboard would own in excess of 4.877% of the outstanding shares of common stock of the Company. The Series B Warrants are classified as a liability in accordance with ASC 480, "Distinguishing Liabilities from Equity", as the agreement provides for net cash settlement upon a change in control, which is outside the control of the Company. Senior Secured Notes On June 4, 2020, pursuant to the Securities Purchase Agreement dated November 18, 2019 with Starboard and the Investors, the Company issued $115.0 million in Notes to the Investors. Also on June 4, 2020, in connection with the issuance of the Notes, the Company entered into a Supplemental Agreement with Starboard (the “Supplemental Agreement”), as discussed further below. On June 30, 2020, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Merton Acquisition HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merton”) and Starboard, on behalf of itself and on behalf of certain funds and accounts under its management, including the holders of the Notes. Pursuant to the Exchange Agreement, the holders of the Notes exchanged the entire outstanding principal amount for new senior notes (the “New Notes”) issued by Merton having an aggregate outstanding original principal amount of $115.0 million. The New Notes bear interest at a rate of 6.00% per annum and had an initial maturity date of December 31, 2020. The New Notes are fully guaranteed by the Company and are secured by an all-assets pledge of the Company and Merton and non-recourse equity pledges of each of the Company’s material subsidiaries. Pursuant to the Exchange Agreement, the New Notes (i) are deemed to be “Notes” for purposes of the Securities Purchase Agreement, (ii) are deemed to be “June 2020 Approved Investment Notes” for purposes of the Supplemental Agreement, and with the Company agreeing to redeem $80.0 million principal amount of the New Notes by September 30, 2020 and $35.0 million principal amount of the New Notes by December 31, 2020, and (iii) are deemed to be “Notes” for the purposes of the Series B Warrants, and therefore may be tendered pursuant to a Note Cancellation under the Series B Warrants on the terms set forth in the Series B Warrants and the New Notes. Delivery of notes in the form of the New Notes will also satisfy the delivery of Exchange Notes pursuant to Section 16(i) of the Certificate of Designations of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Certificate of Designations”). The New Notes will not be deemed to be “Notes” for the purposes of the Registration Rights Agreement, dated as of November 18, 2019, by and among the Company, Starboard and the Investors. Because the New Notes are to be settled within twelve months pursuant to their terms, they are classified as current liabilities in the consolidated balance sheets. The Company capitalized $4.6 million in lender fees associated with the issuance of the Notes and amortized such fees over the approximate seven month period ended December 31, 2020, which was the initial redemption date of the Notes. There was $1.4 million and $1.3 million accrued and unpaid interest on the New Notes as of September 30, 2022 and December 31, 2021, respectively. On January 29, 2021, the Company redeemed $50.0 million of the New Notes and on March 31, 2021, the Company reissued $50.0 million of the New Notes. On June 30, 2021, the Company issued $30.0 million in additional New Notes (the “June 2021 Merton Notes”) and amended the maturity date of the New Notes to October 15, 2021. On September 30, 2021, the Company issued $35.0 million in additional New Notes (the “September 2021 Merton Notes”) and amended the maturity date of the New Notes to December 1, 2021. The June 2021 Merton Notes and the September 2021 Merton Notes cannot be used to exercise Series B Warrants issued to Starboard. On November 30, 2021, the Company amended the maturity date of the New Notes to January 31, 2022. On January 31, 2022, the Company amended the maturity date of the New Notes to April 15, 2022, and agreed to repay an aggregate of $15.0 million principal amount of the New Notes, resulting in a principal amount outstanding of $165.0 million. On April 14, 2022, the Company amended the New Notes to extend the maturity date to July 15, 2022, permit the investment in certain types of derivative instruments and permit certain guarantees in connection with such derivative instruments, each as defined therein, and agreed to repay an aggregate of $50.0 million principal amount of the New Notes, resulting in a principal amount outstanding of $115.0 million. On July 15, 2022, the Company amended the maturity date of the New Notes to July 14, 2023, and agreed to repay an aggregate of $55.0 million principal amount of the New Notes, resulting in a principal amount outstanding of $60.0 million. The total principal amount outstanding of New Notes as of September 30, 2022 and December 31, 2021 was $60.0 million and $180.0 million, respectively. Modifications to Series A Redeemable Convertible Preferred Stock and Series B Warrants The June 4, 2020 Supplemental Agreement also provided for (i) a waiver of increased dividends under the original terms of the Series A Redeemable Convertible Preferred Stock that would have otherwise accrued due to the Company’s use of the $35.0 million proceeds received from Starboard and the Investors upon the issuance of the Series A Redeemable Convertible Preferred Stock in November 2019, (ii) the replacement of original optional redemption rights for the Series A Redeemable Convertible Preferred Stock provided to both the Company and the holders that otherwise would have been nullified through the issuance of the Notes, and (iii) an amendment to the terms of the previously issued Series B Warrants to permit the payment of the lower exercise price of $3.65 through the payment of cash, rather than only through the cancellation of Notes outstanding, at any time until the expiration of the Series B Warrants on November 15, 2027. 31,506,849 of the Series B Warrants are subject to this adjustment with the remaining balance of 68,493,151 Series B Warrants continuing under their original terms. We analyzed the amendments to the Series A Redeemable Convertible Preferred Stock and determined that the amendments were not significant. Therefore, the amendments are accounted for as a modification on a prospective basis. The incremental fair value of the Series B Warrants associated with the modification of their terms in connection with the issuance of the Notes was $1.3 million and is recognized as a discount on the Notes and will be amortized to interest expense over the contractual life of the Notes. For the three months ended September 30, 2022 and 2021, $34,000 and $289,000, respectively, was amortized to interest expense. For the nine months ended September 30, 2022 and 2021, $90,000 and $516,000, respectively, was amortized to interest expense. The discount was fully amortized during the quarter ended September 30, 2022. Refer to Note 16 for additional information related to the Series A Redeemable Convertible Preferred Stock and Series B Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
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: (i) Level 1 - Observable Inputs : Quoted prices in active markets for identical investments; (ii) Level 2 - Pricing Models with Significant Observable Inputs : Other significant observable inputs, including quoted prices for similar investments, interest rates, credit risk, etc.; and (iii) Level 3 - Unobservable Inputs : Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs, including the entity’s own assumptions in determining the fair value of derivatives and certain investments. Whenever possible, the Company is required to use observable market inputs (Level 1) when measuring fair value. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured. In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy. The Company held the following types of financial instruments at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: Equity Securities at Fair Value. Equity securities includes investments in public company common stock and are recorded at fair value based on the quoted market price of each share on the valuation date. The fair value of these securities are within Level 1 of the valuation hierarchy. Equity investments that do not have regular market pricing, but for which fair value can be determined based on other data values or market prices, are recorded at fair value within Level 2 of the valuation hierarchy. T he Company has elected to apply the fair value method to one equity securities investment that would otherwise be accounted for under the equity method of accounting. As of September 30, 2022, the aggregate carrying amount of this investment was $33.8 million, and is included in equity securities at fair value, in the consolidated balance sheet ( r efer to Note 3 for additional information). At December 31, 2021, our Level 2 equity securities included an investment measured with an applied pricing model that included significant observable inputs to the public company common stock value. The fair value of this Level 2 equity security investment as of December 31, 2021 was estimated based on a discount of 3 percent determined using the following significant inputs to the pricing model: expected term of restriction of 3 months and volatility of approximately 45 percent. Series A Warrants. Series A Warrants are recorded at fair value, using Black-Scholes option-pricing model (Level 3). In the quarter ended March 31, 2021, there was a change in estimate with regard to the calculation of the volatility assumption used in the Black-Scholes option-pricing model. As a result, the Series A Warrants are measured as Level 3 as opposed to Level 2 as measured previously. The fair value of the Series A Warrants as of September 30, 2022 was estimated based on the following significant assumptions: volatility of 42 percent, risk-free rate of 4.05 percent, term of 5.13 years and a dividend yield of 0 percent. The fair value of the Series A Warrants as of December 31, 2021 was estimated based on the following significant assumptions: volatility of 30 percent, risk-free rate of 1.33 percent, term of 5.79 years and a dividend yield of 0 percent. Refer to the " Embedded derivative liabilities" discussion below for additional information on assumptions. Series B Warrants. Series B Warrants are recorded at fair value, using Black-Scholes option-pricing model (Level 3). In the quarter ended March 31, 2021, there was a change in methodology used to an acceptable Black-Scholes option-pricing model from a Monte Carlo valuation technique used to value the Series B Warrants as of December 31, 2020. The fair value of the two Series B Warrants as of September 30, 2022 was estimated based on the following significant assumptions: (1) volatility of 42 percent, risk-free rate of 4.05 percent, term of 5.13 years and a dividend yield of 0 percent, and (2) volatility of 50 percent, risk-free rate of 2.79 percent, term of 0.08 years and a dividend yield of 0 percent. The fair value of the two Series B Warrants as of December 31, 2021 was estimated based on the following significant assumptions: (1) volatility of 30 percent, risk-free rate of 1.34 percent, term of 5.88 years and a dividend yield of 0 percent, and (2) volatility of 25 percent, risk-free rate of 0.25 percent, term of 0.65 years and a dividend yield of 0 percent. Refer to the " Embedded derivative liabilities" discussion below for additional information on assumptions. Embedded derivative liabilities. Embedded derivatives that are required to be bifurcated from their host contract are evaluated and valued separately from the host instrument. A binomial lattice framework is used to estimate the fair value of the embedded derivative in the Series A Redeemable Convertible Preferred Stock issued by the Company in 2019 (Level 3). The binomial model utilizes the Tsiveriotis and Fernandes implementation in which a convertible instrument is split into two separate components within a single lattice framework: a cash-only component which is subject to the selected risk-adjusted discount rate and an equity component which is subject only to the risk-free rate. The model considers the (i) implied volatility of the value of our common stock, (ii) appropriate risk-free interest rate, (iii) credit spread, (iv) dividend yield, (v) dividend accrual (and a step-up in rates), and (vi) event probabilities of the various conversion and redemption scenarios. The volatility of the Company’s common stock is estimated by analyzing the Company’s historical volatility, implied volatility of publicly traded stock options, and the Company’s current asset composition and financial leverage. The selected volatility, as described below, represents a haircut from the Company’s actual realized historical volatility. A volatility haircut is a concept used to describe a commonly observed occurrence in which the volatility implied by market prices involving options, warrants, and convertible debt is lower than historical actual realized volatility. The assumed base case term used in the valuation model is the period remaining until November 15, 2027, the Series A Redeemable Convertible Preferred Stock maturity date. The risk-free interest rate is based on the yield on the U.S. Treasury with a remaining term equal to the expected term of the conversion and early redemption options. The significant assumptions utilized in the Company’s valuation of the embedded derivative at September 30, 2022 are as follows: volatility of 42 percent, risk-free rate of 4.10 percent, term of 5.13 years, a dividend yield of 0 percent and a discount rate of 17.30 percent. The significant assumptions utilized in the Company’s valuation of the embedded derivative at December 31, 2021 are as follows: volatility of 30 percent, risk-free rate of 1.30 percent, term of 5.87 years, a dividend yield of 0 percent and a discount rate of 9.60 percent. The fair value measurement of the embedded derivative is sensitive to these assumptions and changes in these assumptions could result in a materially different fair value measurement. Financial assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Total (In thousands) Assets September 30, 2022: Equity securities at fair value $ 81,384 $ — $ — $ 81,384 December 31, 2021: Equity securities at fair value $ 113,630 $ 248,148 $ — $ 361,778 Liabilities September 30, 2022: Series A warrants $ — $ — $ 9,396 $ 9,396 Series A embedded derivative liabilities — — 22,389 22,389 Series B warrants — — 59,742 59,742 Total $ — $ — $ 91,527 $ 91,527 December 31, 2021: Series A warrants $ — $ — $ 11,291 $ 11,291 Series A embedded derivative liabilities — — 18,448 18,448 Series B warrants — — 96,378 96,378 Total $ — $ — $ 126,117 $ 126,117 The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which are measured at fair value as a on a recurring basis: Series A Warrant Liabilities Series A Embedded Derivative Liabilities Series B Warrant Liabilities Total (In thousands) Balance at December 31, 2020 $ — $ 26,728 $ 52,341 $ 79,069 Transfer to Level 3 6,640 — — 6,640 Remeasurement to fair value 11,887 14,683 177,296 203,866 Balance at September 30, 2021 $ 18,527 $ 41,411 $ 229,637 $ 289,575 Balance at December 31, 2021 $ 11,291 $ 18,448 $ 96,378 $ 126,117 Remeasurement to fair value (1,895) 3,941 (36,636) (34,590) Balance at September 30, 2022 $ 9,396 $ 22,389 $ 59,742 $ 91,527 For the three months ended September 30, 2022 and 2021, the changes in the estimated fair value of the Series A warrants, Series A embedded derivatives and Series B warrants were, $(3.4) million, $(1.2) million and $(37.0) million, and $63,000, $220,000 and $(902,000), respectively. In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of equity securities without readily determinable fair value, equity method investments and patents on a quarterly basis for indications of impairment, and other long-lived assets at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During 2019, Acacia purchased shares of common stock of Drive Shack, Inc. (“Drive Shack”) for an aggregate purchase price of $2.4 million. At the time, Drive Shack and Clifford Press, Chief Executive Officer and director of Acacia, were related parties as Mr. Press was a board member of Drive Shack until June 2021. During the quarter ended September 30, 2021, Acacia sold its investment receiving proceeds of $1.8 million and recognized a loss of $515,000. The Company reimbursed an aggregate amount of $46,000 during the nine months ended September 30, 2022 to a former executive officer in connection with legal fees incurred following such officer’s departure from the Company. The Company reimbursed an aggregate amount of $408,000 during the quarter ended December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Facility Leases Acacia primarily leases office facilities under operating lease arrangements that will end in various years through February 2025. On June 7, 2019, Acacia entered into a building lease agreement with Jamboree Center 4 LLC. Pursuant to the lease, we have leased 8,293 square feet of office space in Irvine, California. The lease commenced on August 1, 2019. The term of the lease is 60 months from the commencement date, provides for annual rent increases, and does not provide us the right to early terminate or extend our lease terms. On January 7, 2020, Acacia entered into a building lease agreement with Sage Realty Corporation. Pursuant to the lease, as amended, we have leased approximately 8,600 square feet of office space for our corporate headquarters in New York, New York. The lease commenced on February 1, 2020. The term of the initial lease was 24 months from the commencement date, provides for annual rent increases, and does not provide us the right to early terminate or extend our lease terms. During August 2021, we entered into a first amendment of the New York office lease, to commence for a period of three years upon landlord's substantial completion of adequate substitution space. On January 25, 2022, the substitution space was substantially completed and the new expiration date is February 28, 2025. During July 2022, we entered into a second amendment of the New York office lease, to add space to the existing premises and increase the annual fixed rent through the existing expiration date. The new fixed rent commenced upon landlord's substantial completion of the additional space, which occurred on September 19, 2022. Printronix conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through February 2028. Printronix has leased 73,649 square feet of facilities space, of which the significant leases are as follows: • On November 10, 2020, Printronix entered into a building lease agreement with PPC Irvine Center Investment, LLC for 8,662 square feet of office space in Irvine, California. The lease commenced on April 1, 2021. The term of the lease is 65 months from the commencement date, provides for annual rent increases and provides the right to early terminate the lease under certain circumstances, as well as extend the lease term. • On September 30, 2019, Printronix entered into a building lease agreement with Dynamics Sing Sdn. Bhd for 52,000 square feet of warehouse/manufacturing space in Johor, Malaysia. The lease commenced on December 29, 2019. The term of the lease is 48 months from the commencement date, has no annual rent increases and provides the right to early terminate or extend our lease term. The Malaysia factory lease has two renewal options for an additional four years and one additional renewal option for two years. • On November 28, 2019, Printronix entered into a building lease agreement with PF Grand Paris for 3,045 square feet of office space in Paris, France. The lease commenced on March 1, 2019. The term of the lease is 109 months from the commencement date, has no annual rent increases and provides the right to early terminate the lease under certain circumstances, however does not provide for an extension of the lease term. • On November 1, 2020, Printronix entered into a building lease agreement with Shanghai SongYun Enterprise Management Center for 2,422 square feet of office space in Shanghai, China. The lease commenced on November 1, 2020. The term of the lease is 48 months from the commencement date, has no annual rent increases and provides the right to early terminate or extend the lease term. • On June 2, 2022, Printronix entered into a building lease agreement with HSBC Institutional Trust Services (Singapore) Limited for 4,560 square feet of office space in Singapore. The lease commenced on June 13, 2022. The term of the lease is 36 months from the commencement date, has no annual rent increases and does not provide the right to early terminate or extend the lease term. The Company's operating lease costs were $474,000 and $155,000 for the three months ended September 30, 2022 and 2021, respectively, and $1.3 million, and $457,000 for the nine months ended September 30, 2022 and 2021, respectively. The table below presents aggregate future minimum lease payments due under the Company's leases discussed above, reconciled to long-term lease liabilities and short-term lease liabilities (included in accrued expenses and other current liabilities) included in the consolidated balance sheet as of September 30, 2022 (in thousands): Years Ending December 31, Remainder of 2022 $ 371 2023 1,513 2024 1,123 2025 445 2026 232 Thereafter 58 Total minimum payments 3,742 Less: short-term lease liabilities (1,556) Long-term lease liabilities $ 2,186 Inventor Royalties and Contingent Legal Expenses In connection with the investment in certain patents and patent rights, certain of Acacia’s operating subsidiaries executed related agreements which grant to the former owners of the respective patents or patent rights, the right to receive inventor royalties based on future net revenues (as defined in the respective agreements) generated as a result of licensing and otherwise enforcing the respective patents or patent portfolios. Acacia’s operating subsidiaries may retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with their licensing and enforcement activities. These law firms may be retained on a contingent fee basis whereby such law firms are paid on a scaled percentage of any negotiated fees, settlements or judgments awarded based on how and when the fees, settlements or judgments are obtained. Patent Enforcement and Legal Proceedings The Company 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 the Company’s consolidated financial position, results of operations or cash flows. 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. In December 2017, the Federal Court of Canada allowed a counterclaim for invalidity of a patent asserted by Rapid Completions LLC and awarded costs payable by Rapid Completions LLC. During the year ended December 31, 2021, the Company made approximately $1.2 million in settlement payments. This settlement was fully paid as of December 31, 2021 and all claims were withdrawn. On September 6, 2019, Slingshot Technologies, LLC, or Slingshot, filed a lawsuit in Delaware Chancery Court against the Company and ARG, or collectively, the Acacia Entities, Monarch Networking Solutions LLC (“Monarch”), Acacia board member Katharine Wolanyk, and Transpacific IP Group, Ltd., or Transpacific. Slingshot alleges that the Acacia Entities and Monarch misappropriated its confidential and proprietary information, purportedly furnished to the Acacia Entities and Monarch by Ms. Wolanyk, in acquiring a patent portfolio from Transpacific after Slingshot’s exclusive option to purchase the same patent portfolio from Transpacific had already expired. Slingshot seeks monetary damages, as well as equitable and injunctive relief related to its alleged right to own the portfolio. On March 15, 2021, the court issued orders granting Monarch’s motion to dismiss for lack of personal jurisdiction and Ms. Wolanyk’s motion to dismiss for lack of subject matter jurisdiction. The remaining parties served written discovery requests and responses, exchanged their respective document productions, and completed depositions as of October 27, 2022. Acacia intends to file its motion for summary judgment on Slingshot’s claims on or before November 14, 2022, to which Slingshot must respond by December 14, 2022. The Chancery Court has set a two-day trial on liability for April 18–19, 2023, with a third day of trial on damages to follow in the event that Slingshot prevails on liability. The Acacia Entities maintain, and believe that discovery has confirmed, that Slingshot’s allegations are baseless, that the Acacia Entities neither had access to nor used Slingshot’s information in acquiring the portfolio, that the Acacia Entities acquired the portfolio as a result of the independent efforts of its IP licensing group, and that Slingshot suffered no damages given its exclusive option to purchase the portfolio had already ended and it has proven itself incapable of closing on the portfolio purchase. The Company is in a legal dispute with a third-party relating to an agreement entered into in connection with the Life Sciences Portfolio. The third-party is alleging unpaid fees as well as additional claims for damages arising from breach of contract. No claims relating to the dispute have been filed by either party as of the date of this report. The Company intends to enter into settlement discussions with the third-party and to seek to resolve the claims in arbitration as necessary. While the outcome of any such settlement discussions or arbitration is uncertain, the Company has evaluated a range of possible outcomes and has recorded an estimated accrued loss contingency. Such amount is included in accrued expenses and other current liabilities in the September 30, 2022 consolidated balance sheet. For the three and nine months ended September 30, 2022, ARG incurred no operating expenses for settlement and contingency accruals. For the three months ended September 30, 2021, ARG incurred no operating expenses for settlement and contingency accruals. For the nine months ended September 30, 2021, ARG incurred $338,000 in operating expenses for settlement and contingency accruals. Guarantees and Indemnifications Certain of Acacia’s operating subsidiaries have made guarantees and indemnities under which they may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. In connection with certain facility leases, Acacia and certain of its operating subsidiaries have indemnified lessors for certain claims arising from the facilities or the leases. Acacia indemnifies its directors and officers to the maximum extent permitted under the laws of the State of Delaware. However, Acacia has a directors and officers insurance policy that may reduce its exposure in certain circumstances and may enable it to recover a portion of future amounts that may be payable, if any. The duration of the guarantees and indemnities varies and, in many cases is indefinite but subject to statute of limitations. The majority of guarantees and indemnities do not provide any limitations of the maximum potential future payments that Acacia could be obligated to make. To date, Acacia has made no payments related to these guarantees and indemnities. Acacia estimates the fair value of its indemnification obligations to be insignificant based on this history and therefore, have not recorded any liability for these guarantees and indemnities in the consolidated balance sheets. Additionally, no events or transactions have occurred that would result in a material liability at September 30, 2022. Printronix posted collateral in the form of a surety bond or other similar instruments, which are issued by independent insurance carriers (the “Surety”), to cover the risk of loss related to certain customs and employment activities. If any of the entities that hold such bonds should require payment from the Surety, Printronix would be obligated to indemnify and reimburse the Surety for all costs incurred. As of September 30, 2022 and December 31, 2021, Printronix had approximately $100,000 of these bonds outstanding. Environmental Cleanup Printronix maintained a manufacturing operation in a leased facility in Irvine, California from 1980 to 1994. The facility was used for similar manufacturing operations by another tenant from 1968 to 1977. The manufacturing operations employed by the previous tenant are believed to have resulted in the contamination of soil and groundwater under the facility which included chlorinated volatile organic compounds (“VOCs”). Evidence indicates that the VOCs requiring cleanup were used by the prior tenant and not by Printronix. Printronix worked with the prior tenant, which agreed to share the costs of the activities in an equal percentage with Printronix, and the state regulatory agencies, including the California Department of Toxic Substances Control, to investigate and cleanup the subsurface contamination. A significant soil cleanup project was completed in 2017. In 2020, Printronix executed an agreement with the prior tenant whereby the prior tenant would take 100% responsibility for the costs and process of the cleanup going forward. Printronix is in process of filing for release of such responsibility from a governmental agency and so may currently be found to be secondarily liable if the prior tenant cannot fulfil their responsibilities under the agreement. Accordingly, Printronix no longer takes part in monitoring or paying for any future investigation or cleanup activity. Printronix expects to have no such further costs associated with this facility. During 2020, Printronix was able to recover $24,000 from the prior tenant. Since that date and for the nine months ended September 30, 2022 , Printronix has incurred no related legal fees. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Repurchases of Common Stock On December 6, 2021, the Board approved a stock repurchase program, which authorized the purchase of up to $15.0 million of the Company’s common stock through open market purchases, through block trades, through 10b5-1 plans, or by means of private purchases, from time to time, through December 6, 2022. During February 2022, we completed the December 2021 program with total common stock purchases of 3,125,819 shares for the aggregate amount of $15.0 million. On March 31, 2022, the Board approved a stock repurchase program for up to $40.0 million of shares of common stock. The repurchase authorization had no time limit and did not require the repurchase of a minimum number of shares. The common stock may be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act. During July 2022, we completed the March 2022 program with total common stock purchases of 8,453,519 shares for the aggregate amount of $40.0 million. Stock repurchases, all of which were purchased as part of a publicly announced plan or program, were as follows: Total Number Average Approximate Dollar (In thousands) December 1, 2021 - December 31, 2021 784,104 $ 5.12 $ 11,004 January 1, 2022 - January 31, 2022 1,588,820 $ 4.85 $ 3,286 February 1, 2022 - February 28, 2022 752,895 $ 4.36 $ — Total repurchases in the quarter 2,341,715 $ 4.69 Total program repurchases 3,125,819 $ 4.80 April 1, 2022 - April 30, 2022 692,538 $ 4.48 $ 36,901 May 1, 2022 - May 31, 2022 2,192,238 $ 4.59 $ 26,832 June 1, 2022 - June 30, 2022 3,262,043 $ 4.71 $ 11,480 Total repurchases in the quarter 6,146,819 $ 4.64 July 1, 2022 - July 31, 2022 2,306,700 $ 4.98 $ — Total program repurchases 8,453,519 $ 4.73 In determining whether or not to repurchase any shares of Acacia’s common stock, the Board considers such factors, among others, as the impact of the repurchase on Acacia’s cash position, as well as Acacia’s capital needs and whether there is a better alternative use of Acacia’s capital. Acacia has no obligation to repurchase any amount of its common stock under its Stock Repurchase Programs. Repurchases to date were made in the open market in compliance with applicable SEC rules. The authorizations to repurchase shares presented an opportunity to reduce the outstanding share count and enhance stockholder value. Tax Benefits Preservation Plan On March 12, 2019, the Board announced that it had unanimously approved the adoption of a Tax Benefits Preservation Plan (the “Plan”). Our stockholders ratified the adoption of the Plan in July 2019. The purpose of the Plan is to protect the Company’s ability to utilize potential tax assets, such as net operating loss carryforwards and tax credits to offset potential future taxable income. The Plan is designed to reduce the likelihood that the Company will experience an ownership change by discouraging (i) any person or group from acquiring beneficial ownership of 4.9% or more of the Company’s outstanding common stock and (ii) any existing stockholders who, as of the time of the first public announcement of the adoption of the Plan, beneficially own more than 4.9% of the Company’s then-outstanding shares of the Company’s common stock from acquiring additional shares of the Company’s common stock (subject to certain exceptions). There is no guarantee, however, that the Plan will prevent the Company from experiencing an ownership change. In connection with the adoption of the Plan, the Board authorized and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to stockholders of record at the close of business on March 16, 2019. On or after the distribution date, each right would initially entitle the holder to purchase one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock, $0.001 par value for a purchase price of $12.00. On March 15, 2021 the rights expired pursuant to their terms. The Company has a provision in its Amended and Restated Certificate of Incorporation, as amended (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. Like the Plan, the purpose of the Charter Provision is to protect the Company’s ability to utilize potential tax assets, such as net operating loss carryforwards and tax credits to offset potential future taxable income. The Charter Provision was approved by the Company’s stockholders on July 15, 2019. |
EQUITY-BASED INCENTIVE PLANS
EQUITY-BASED INCENTIVE PLANS | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
EQUITY-BASED INCENTIVE PLANS | EQUITY-BASED INCENTIVE PLANS Stock-Based Incentive Plans The 2013 Acacia Research Corporation Stock Incentive Plan (“2013 Plan”) and the 2016 Acacia Research Corporation Stock Incentive Plan (“2016 Plan”) (collectively, the “Plans”) were approved by the stockholders of Acacia in May 2013 and June 2016, respectively. The Plans allow grants of stock options, stock awards and performance shares with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. Except as noted below, the terms and provisions of the Plans are identical in all material respects. Acacia’s compensation committee administers the discretionary option grant and stock issuance programs. The compensation committee determines which eligible individuals are to receive option grants or stock issuances under those programs, the time or times when the grants or issuances are to be made, the number of shares subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of Acacia’s common stock on the date of grant. Options generally begin to be exercisable one year after grant and expire ten years after grant. Stock options with time-based vesting generally vest over three one The Plans provide for the following separate programs: Stock Issuance Program . Under the stock issuance program, eligible individuals may be issued shares of common stock directly, upon the attainment of performance milestones or the completion of a specified period of service or as a bonus for past services. Under this program, the purchase price for the shares shall not be less than 100% of the fair market value of the shares on the date of issuance, and payment may be in the form of cash or past services rendered. The eligible individuals receiving RSAs shall have full stockholder rights with respect to any shares of common stock issued to them under the Stock Issuance Program, whether or not their interest in those shares is vested. Accordingly, the eligible individuals shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. The eligible individuals receiving RSUs shall not have full stockholder rights until they vest. Discretionary Option Grant Program . Under the discretionary option grant program, Acacia’s compensation committee may grant (1) non-statutory options to purchase shares of common stock to eligible individuals in the employ or service of Acacia or its subsidiaries (including employees, non-employee board members and consultants) at an exercise price not less than 85% of the fair market value of those shares on the grant date, and (2) incentive stock options to purchase shares of common stock to eligible employees at an exercise price not less than 100% of the fair market value of those shares on the grant date (not less than 110% of fair market value if such employee actually or constructively owns more than 10% of Acacia’s voting stock or the voting stock of any of its subsidiaries). The number of shares of common stock initially reserved for issuance under the 2013 Plan was 4,750,000 shares. No new additional shares will be added to the 2013 Plan without security holder approval (except for shares subject to outstanding awards that are forfeited or otherwise returned to the 2013 Plan). The stock issuable under the 2013 Plan shall be shares of authorized but unissued or reacquired common stock, including shares repurchased by the Company on the open market. In June 2016, 625,390 shares of common stock available for issuance under the 2013 Plan were transferred into the 2016 Plan. At September 30, 2022, there were 112,449 shares available for grant under the 2013 Plan. The number of shares of common stock initially reserved for issuance under the 2016 Plan was 4,500,000 shares plus 625,390 shares of common stock available for issuance under the 2013 Plan, as of the effective date of the 2016 Plan. In May 2022, security holders approved an increase of 5,500,000 shares of common stock authorized to be issued pursuant to the 2016 Plan. At September 30, 2022, there were 5,833,670 shares available for grant under the 2016 Plan. Upon the exercise of stock options, the granting of RSAs, or the delivery of shares pursuant to vested RSUs, it is Acacia’s policy to issue new shares of common stock. The Board may amend or modify the Plans at any time, subject to any required stockholder approval. As of September 30, 2022, there are 8,662,005 shares of common stock reserved for issuance under the Plans. The following table summarizes stock option activity for the Plans: Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted (In thousands) Outstanding at December 31, 2021 555,417 $ 5.61 $ 71 7.3 years Granted 1,155,000 $ 3.61 $ — Exercised — $ — $ — Forfeited/Expired (30,000) $ 5.75 $ — Outstanding at September 30, 2022 1,680,417 $ 4.24 $ 518 8.5 years Exercisable at September 30, 2022 262,917 $ 5.37 $ 26 5.1 years Vested and expected to vest at September 30, 2022 1,680,417 $ 4.24 $ 518 8.5 years Unrecognized stock-based compensation expense at September 30, 2022 (in thousands) $ 1,527 Weighted average remaining vesting period at September 30, 2022 2.4 years Stock options granted in 2022 are time-based and will vest in full after three nine months ended September 30, 2022 , the Company granted 1,155,000 stock options at a weighted average grant-date fair value of $1.19 per share using the Black-Scholes option-pricing model. The fair value was estimated based on the following weighted average assumptions: volatility of 30 percent, risk-free interest rate of 1.85 percent, term of 6.11 years and a dividend yield of 0 percent as the Company does not pay common stock dividends. The volatility of the Company’s common stock is estimated by analyzing the Company’s historical volatility, implied volatility of publicly traded stock options, and the Company’s current asset composition and financial leverage (refer to Note 9 " Embedded derivative liabilities" for additional information). The risk-free rate is based on the term assumption and U.S. Treasury constant maturities as published by the Federal Reserve. The Company currently uses the "simplified" method for determining the term, due to the limited option grant history, which assumes that the exercise date of an option would be halfway between its vesting date and the expiration date. The aggregate fair value of options vested during the nine months ended September 30, 2022 was $235,000. The following table summarizes nonvested restricted stock activity for the Plans: RSAs RSUs Shares Weighted Units Weighted Nonvested at December 31, 2021 517,569 $ 4.74 1,014,166 $ 3.73 Granted 296,000 $ 3.62 709,804 $ 3.73 Vested (258,232) $ 4.71 (635,501) $ 2.60 Forfeited (53,333) $ 4.89 (53,000) $ 4.13 Nonvested at September 30, 2022 502,004 $ 4.08 1,035,469 $ 4.40 Unrecognized stock-based compensation expense at September 30, 2022 (in thousands) $ 1,571 $ 3,590 Weighted average remaining vesting period at September 30, 2022 1.8 years 2.0 years RSAs and RSUs granted in 2022 are time-based and will vest in full after one nine months ended September 30, 2022 was $1.2 million. The aggregate fair value of RSUs vested during the nine months ended September 30, 2022 was $1.7 million. During the nine months ended September 30, 2022, RSAs and RSUs totaling 893,733 shares were vested and 350,406 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on th e vesting date. Certain RSUs were granted in September 2019 with market-based vesting conditions that vest based upon the Company achieving specified stock price targets over a three-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 expense is recognized with a market-based vesting condition provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. Assumptions utilized in connection with the Monte Carlo valuation technique, that resulted in a fair value of $1.42 per unit, included: risk-free interest rate of 1.38 percent, term of 3.00 years, expected volatility of 38 percent and expected dividend yield of 0 percent. 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. During the year ended December 31, 2021, 450,000 RSUs were forfeited, leaving 450,000 units with market-based vesting conditions outstanding and unvested at period end. The remaining units fully vested on September 3, 2022. Compensation expense (credit) for RSUs with market-based vesting conditions for the nine months ended September 30, 2022 and 2021, was $143,000 and $(124,000), respectively. Compensation expense (credit) for share-based awards recognized in general and administrative expenses was comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Options $ 162 $ 28 $ 464 $ 38 RSAs 294 465 1,165 1,150 RSUs 575 (193) 1,659 91 Total compensation expense for share-based awards $ 1,031 $ 300 $ 3,288 $ 1,279 Total unrecognized stock-based compensation expense as of September 30, 2022 was $6.7 million, which will be amortized over a weighted average remaining vesting period of 2.0 years. Profits Interest Plan Profits Interest Units (“PIUs”) were accounted for in accordance with ASC 718, “Compensation - Stock Compensation.” The vesting conditions did not meet the definition of service, market or performance conditions, as defined in ASC 718. As such, the PIUs were classified as liability awards. Compensation expense was adjusted for changes in fair value prorated for the portion of the requisite service period rendered. Initially, compensation expense was recognized on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which was five years. Upon full vesting of the award, which occurred during the three months ended September 30, 2017, previously unrecognized compensation expense was immediately recognized in the period. The Company has a purchase option to purchase the vested PIUs that are not otherwise forfeited after termination of continuous service. The exercise price of the purchase option is the fair market value of the PIUs on the date of termination of continuous service. The individuals holding PIUs are no longer employed by the Company. Included in other long-term liabilities in the consolidated balance sheets as of September 30, 2022 and December 31, 2021, the PIUs totaled $591,000, which was their fair value as of December 31, 2018 after termination of service. |
INCOME_LOSS PER SHARE
INCOME/LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
INCOME/LOSS PER SHARE | INCOME/LOSS PER SHARE The following table presents the calculation of basic and diluted income/loss per share of common stock: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to Acacia Research Corporation $ 28,090 $ 89,757 $ (106,679) $ (55,048) Dividend on Series A redeemable convertible preferred stock (700) (262) (2,099) (785) Accretion of Series A redeemable convertible preferred stock (1,337) (991) (3,729) (2,762) Undistributed earnings allocated to participating securities (5,466) (15,394) — — Net income (loss) attributable to common stockholders - Basic 20,587 73,110 (112,507) (58,595) Less: Change in fair value of Series A warrants (3,389) 63 — — Less: Change in fair value of dilutive Series B warrants (21,766) (902) — — Add: Interest expense associated with Starboard Notes, 850 1,536 — — Add: Undistributed earnings allocated to participating 5,466 15,394 — — Reallocation of undistributed earnings to participating (217) (8,893) — — Net income (loss) attributable to common stockholders - Diluted $ 1,531 $ 80,308 $ (112,507) $ (58,595) Denominator: Weighted average shares used in computing net income (loss) 38,052,426 48,949,504 42,830,700 48,759,873 Potentially dilutive common shares: Restricted stock units 539,989 798,356 — — Stock options 18,397 35,815 — — Series A Warrants 1,046,575 2,019,724 — — Series B Warrants 31,506,849 41,278,103 — — Weighted average shares used in computing net income (loss) 71,164,236 93,081,502 42,830,700 48,759,873 Basic net income (loss) per common share $ 0.54 $ 1.49 $ (2.63) $ (1.20) Diluted net income (loss) per common share $ 0.02 $ 0.86 $ (2.63) $ (1.20) Anti-dilutive potential common shares excluded from the Equity-based incentive awards 1,027,082 398,168 3,217,890 2,230,624 Series A warrants — — 5,000,000 5,000,000 Series B warrants 68,493,151 — 100,000,000 100,000,000 Total 69,520,233 398,168 108,217,890 107,230,624 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTINGAs of September 30, 2022, the Company operates and reports its results in two reportable segments: Intellectual Property Operations and Industrial Operations. Historically, the Company has managed and reported under a single reporting segment. In October 2021, the Company acquired Printronix, which comprises all of the operations of the Company’s Industrial Operations reportable segment and led to the identification of the additional reporting segment. The Company reports segment information based on the management approach and organizes its businesses based on products and services. The management approach designates the internal reporting used by the chief operating decision maker for decision making and performance assessment as the basis for determining the Company’s reportable segments. The performance measure of the Company’s reportable segments is primarily income or (loss) from operations. Income or (loss) from operations for each segment includes all revenues, cost of revenues, gross profit and other operating expenses directly attributable to the segment. Other than the Company's equity securities investments, specific asset information is not included in managements review at this time. The Company’s Intellectual Property Operations segment invests in IP and related absolute return assets, and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. We assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a prearranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our 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 variety of industries. We generate revenues and related cash flows from the granting of IP rights for the use of patented technologies that our operating subsidiaries control or own. The Company’s Industrial Operations segment generates operating income by designing and manufacturing printers and consumable products for various industrial printing applications. Printers consist of hardware and embedded software and may be sold with maintenance service agreements. Consumable products include inked ribbons which are used in Printronix’s printers. Printronix’s products are primarily sold through channel partners, such as dealers and distributors, to end-users. The Industrial Operations reporting segment did not exist prior to the acquisition of Printronix in October 2021. Therefore, for the three and nine months ended September 30, 2021, the consolidated results represented the results of the Company’s single reporting segment. The Company's segment information is as follows: Three Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues: License fees $ 6,320 $ — $ 6,320 Printers and parts — 3,799 3,799 Consumable products — 4,710 4,710 Services — 1,049 1,049 Total revenues 6,320 9,558 15,878 Cost of revenues: Inventor royalties 732 — 732 Contingent legal fees 1,010 — 1,010 Litigation and licensing expenses 939 — 939 Amortization of patents 2,601 — 2,601 Cost of sales — 4,648 4,648 Total cost of revenues 5,282 4,648 9,930 Segment gross profit 1,038 4,910 5,948 Other operating expenses: Engineering and development expenses — 156 156 Sales and marketing expenses — 2,119 2,119 Amortization of intangible assets — 433 433 General and administrative expenses 1,527 1,756 3,283 Total other operating expenses 1,527 4,464 5,991 Segment operating (loss) income $ (489) $ 446 (43) Parent general and administrative expenses 11,322 Operating loss (11,365) Total other income 40,440 Income before income taxes $ 29,075 For comparability purposes, Acacia's three months ended September 30, 2021 general and administrative expenses, as reported in the consolidated statement of operations, were $10.3 million and included parent general and administrative expenses of $8.7 million, which derives a comparative Intellectual Property Operations general and administrative expense amount of approximately $1.6 million. Nine Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues: License fees $ 16,997 $ — $ 16,997 Printers and parts — 11,715 11,715 Consumable products — 14,308 14,308 Services — 3,082 3,082 Total revenues 16,997 29,105 46,102 Cost of revenues: Inventor royalties 1,092 — 1,092 Contingent legal fees 2,314 — 2,314 Litigation and licensing expenses 3,272 — 3,272 Amortization of patents 7,802 — 7,802 Cost of sales — 13,432 13,432 Total cost of revenues 14,480 13,432 27,912 Segment gross profit 2,517 15,673 18,190 Other operating expenses: Engineering and development expenses — 491 491 Sales and marketing expenses — 6,429 6,429 Amortization of intangible assets — 1,299 1,299 General and administrative expenses 5,050 6,431 11,481 Total other operating expenses 5,050 14,650 19,700 Segment operating (loss) income $ (2,533) $ 1,023 (1,510) Parent general and administrative expenses 24,033 Operating loss (25,543) Total other expense (81,216) Loss before income taxes $ (106,759) For comparability purposes, Acacia's nine months ended September 30, 2021 general and administrative expenses, as reported in the consolidated statement of operations, were $23.0 million and included parent general and administrative expenses of $19.0 million, which derives a comparative Intellectual Property Operations general and administrative expense amount of approximately $4.1 million. September 30, 2022 December 31, 2021 (In thousands) Equity securities investments: Equity securities at fair value $ 81,384 $ 361,778 Equity securities without readily determinable fair value 5,816 5,816 Investment securities - equity method investments 72,106 30,934 Total parent equity securities investments 159,306 398,528 Other parent assets 103,602 172,726 Segment total assets: Intellectual property operations 170,421 175,286 Industrial operations 51,940 52,316 Total assets $ 485,269 $ 798,856 The Company's revenues and long-lived tangible assets by geographic area are presented below. Intellectual Property Operations revenues are attributed to licensees domiciled in foreign jurisdictions. Printronix's net sales to external customers are attributed to geographic areas based upon the final destination of products shipped. The Company, primarily through its Printronix subsidiary, has identified three global regions for marketing its products and services: Americas, Europe, Middle East and Africa, and Asia-Pacific. Assets are summarized based on the location of held assets. Three Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues by geographic area: United States $ 6,311 $ 3,996 $ 10,307 Canada and Latin America 1 217 218 Total Americas 6,312 4,213 10,525 Europe, Middle East and Africa — 2,282 2,282 China — 1,403 1,403 India — 582 582 Asia-Pacific, excluding China and India 8 1,078 1,086 Total Asia-Pacific 8 3,063 3,071 Total revenues $ 6,320 $ 9,558 $ 15,878 Nine Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues by geographic area: United States $ 16,372 $ 11,877 $ 28,249 Canada and Latin America 11 769 780 Total Americas 16,383 12,646 29,029 Europe, Middle East and Africa 589 7,088 7,677 China — 3,627 3,627 India — 2,563 2,563 Asia-Pacific, excluding China and India 25 3,181 3,206 Total Asia-Pacific 25 9,371 9,396 Total revenues $ 16,997 $ 29,105 $ 46,102 September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Long-lived tangible assets by geographic area: United States $ 333 $ 346 $ 679 Malaysia — 2,780 2,780 Other foreign countries — 241 241 Total $ 333 $ 3,367 $ 3,700 December 31, 2021 Intellectual Property Operations Industrial Operations Total (In thousands) Long-lived tangible assets by geographic area: United States $ 204 $ 473 $ 677 Malaysia — 3,203 3,203 Other foreign countries — 303 303 Total $ 204 $ 3,979 $ 4,183 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Expiration of the Cash Exercise Feature of the Unadjusted Series B Warrants On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired. Refer to Note 8 for additional information. Recapitalization On October 30, 2022, the Company entered into the Recapitalization Agreement with Starboard and the Investors, pursuant to which, among other things, the Company and Starboard agreed to effect the Recapitalization to restructure Starboard’s existing investments in the Company in order to simplify the Company’s capital structure. Under the Recapitalization Agreement, the Company and Starboard agreed to take certain actions in connection with the Recapitalization, including, among other things, the following: • Series A Redeemable Convertible Preferred Stock . Subject to the receipt of stockholder approval at the Company’s next annual meeting of stockholders, (i) the Company will use its reasonable best efforts to cause the Certificate of Designations to be amended and restated in the form attached to the Recapitalization Agreement in order to remove the “4.89% blocker” provision and (ii) on or prior to July 14, 2023, the Investors will convert an aggregate amount of 350,000 shares of Series A Redeemable Convertible Preferred Stock into common stock in accordance with the terms of the Certificate of Designations. • Series A Warrants . In accordance with the terms of the Recapitalization Agreement, within five (5) business days following the date of the Recapitalization Agreement, (i) the Investors were obligated to irrevocably exercise all of the Series A Warrants for cash and (ii) the Company was obligated to subsequently issue to the Investors shares of common stock in accordance with the terms of the Series A Warrants and pay to Starboard an aggregate amount of $9,000,000 representing a negotiated settlement of the foregone time value of the Series A Warrants (which amount will be paid through a reduction in the exercise price of the Series A Warrants). Effective as of November 1, 2022, the Investors exercised the Series A Warrants in full and the Company issued an aggregate of 5,000,000 shares of the Company’s common stock to the Investors in consideration of their payment of the cash exercise price of $9,250,000, which amount represents a reduction in the exercise price of $1.80 to account for a negotiated settlement by the parties to account for the forgone time value of money of the Series A Warrants. • Series B Warrants . On or prior to July 14, 2023 (unless stockholder approval is required), the Company and Starboard will amend the Series B Warrant Agreement to remove the 4.89% blocker, and Starboard will irrevocably exercise 31,506,849 of the Series B Warrants (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the common Stock occurring after the date of the Recapitalization Agreement), through a Note Cancellation (as defined in the Series B Warrants) or a combination of a Note Cancellation and a Limited Cash Exercise (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by Starboard (the “Series B Warrants Exercise”). The remaining Series B Warrants will be cancelled immediately following the completion of the Rights Offering (as defined below). • Rights Offering . The Company will launch a rights offering in accordance with the terms of the Series B Warrants (the “Rights Offering”) pursuant to which each holder of the Company’s common stock will receive the right to purchase (a “Purchase Right”) one share of common stock at $5.25 per share (the “Rights Exercise Price”) for every four (4) shares of common stock held by such holder (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the common Stock occurring after the date of the Recapitalization Agreement), and each Investor will receive an equivalent right in accordance with the terms of the Series B Warrants. The Investors will receive rights to purchase approximately 25,000,000 shares of common stock and have committed to purchase a minimum of 15,000,000 shares in the Rights Offering (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the common Stock occurring after the date of the Recapitalization Agreement). In addition, concurrently with the Rights Offering, each of the Investors holding Series A Convertible Preferred Stock shall have the right to purchase from the Company a number of shares of Common Stock equal to 25% times the number of shares of Common Stock issuable upon conversion of such Series A Convertible Preferred Stock at a price equal to the Rights Exercise Price, which purchase rights shall expire at the same time as the Purchase Rights. • Recapitalization Payment . At the closing of the Series B Warrants Exercise (the “Closing”), the Company will pay to Starboard an aggregate amount of $66,000,000 (the “Recapitalization Payment”) representing a negotiated settlement of the foregone time value of the Series B Warrants and the Series A Redeemable Convertible Preferred Stock (which amount will be paid through a reduction in the exercise price of the Series B Warrants). If stockholder approval for the amendment to the Certificate of Designations to remove the “4.89% blocker” provision is not obtained, the Recapitalization Payment will be reduced by $12,700,000. • Governance . Under the Recapitalization Agreement, the parties agreed that for a period from the date of the Recapitalization Agreement until May 12, 2026 (the “Applicable Period”), the Board will include at least two (2) directors that are independent of, and not affiliates (as defined in Rule 144 under the Securities Act of 1933, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T. Kohlberg satisfying this initial condition. The parties also agreed that Katharine Wolanyk will continue to serve as a director of the Company until at least May 12, 2024 (or such earlier date if Ms. Wolanyk is unwilling or unable to serve as a director for any reason or resigns as a director). Additionally, within five (5) business days following the date of the Recapitalization Agreement, the Company agreed to take all necessary action to appoint Gavin Molinelli as a Board member and as Chair of the Board, which appointment was effected on October 30, 2022. The Company and Starboard also agreed that, following the Closing until the end of the Applicable Period, the number of directors serving on the Board will not exceed ten (10) members. • Fair Price Provision . The Recapitalization Agreement includes a “fair price” provision requiring, in addition to any other stockholder vote required by the Company’s Certificate of Incorporation or Delaware law, the affirmative vote of the holders of a majority of the outstanding voting stock held by stockholders of the Company other than Starboard and its affiliates, by or with whom or on whose behalf, directly or indirectly, a business combination is proposed, in order to approve such a business combination; provided, that the additional majority voting requirement would not be applicable if either (x) the business combination is approved by the Board by the affirmative vote of at least a majority of the directors who are unaffiliated with Starboard or (y) (i) the consideration to be received by stockholders other than Starboard and its affiliates meets certain minimum price conditions, and (ii) the consideration to be received by stockholders other than Starboard and its affiliates is of the same form and kind as the consideration paid by Starboard and its affiliates. The consummation of the Series B Warrant Exercise is subject to certain conditions, including: (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (ii) the absence of any law or order prohibiting the consummation of the Series B Warrant Exercise; (iii) the representations and warranties of the Company and Starboard being true and correct, subject to the materiality standards contained in the Recapitalization Agreement; and (iv) the Company and Starboard having complied in all material respects with their respective obligations under the Recapitalization Agreement. Additionally, solely to the extent that the Company reasonably determines in good faith that a stockholder vote is required in connection with the Rights Offering under applicable Nasdaq rules, the requisite stockholder approval for any such transaction shall have been obtained. If stockholder approval is required, the timing of the proposed Rights Offering may change. The Recapitalization Agreement may be terminated by either party under certain circumstances, including if (i) the parties agree to terminate by mutual consent, (ii) a governmental entity issues an order permanently prohibiting the Recapitalization, (iii) there is an uncured breach of the Recapitalization Agreement by the other party that results in a condition to Closing not being capable of being satisfied, or (iv) the Closing does not occur on or before July 31, 2023. Under the Recapitalization Agreement, at its next annual meeting of Stockholders, the Company is required to use its reasonable best efforts to obtain the requisite stockholder approval for an amendment to the Certificate of Designations. Additionally, if the Company reasonably determines in good faith that all or any portion of the transactions contemplated in connection with the Rights Offering require stockholder approval under the applicable Nasdaq rules, the Company will be required to use its reasonable best efforts to obtain the requisite stockholder approval of any such transaction. The Recapitalization Agreement also provides that, effective as of the later of the Closing and the date on which no Notes remain outstanding, (i) the Securities Purchase Agreement and (ii) that certain Governance Agreement, dated as of November 18, 2019, as amended and restated on January 7, 2020, shall be automatically terminated and of no further force and effect without any further action by any party thereto. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Acacia Research Corporation (the “Company,” “we,” “us,” or "our") is a permanent capital platform that purchases businesses based on the differentials between public and private market valuations. We use a wide range of transactional and operational capabilities to realize the intrinsic value in the businesses that we acquire. Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value. Our focus to date has been on companies with market values in the sub-$2 billion range and particularly on businesses valued at $1 billion or less. We are, however, opportunistic, and may pursue acquisitions that are larger under the right circumstance. We operate our business based on three key principles of People, Process and Performance and have built a management team with demonstrated expertise in Research, Transactions and Execution, and Operations and Management of our targeted acquisitions. We utilized these skill sets and resources to acquire a portfolio of equity securities of public and private life science businesses, or the “Life Sciences Portfolio,” in June 2020. As of September 30, 2022, we have monetized a portion of the portfolio while retaining an interest in a number of operating businesses, including a controlling interest in one of the companies in the portfolio. Further, some of the businesses in which we continue to hold an interest generate revenues through the receipt of royalties. Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business The Company invests in intellectual property and related absolute return assets and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business, operated under Acacia Research Group, LLC and its wholly-owned subsidiaries ("ARG"), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. We assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our 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 variety of industries. ARG generates revenues and related cash flows from the granting of IP rights for the use of patented technologies that its operating subsidiaries control or own. Our Patent Licensing, Enforcement and Technologies Business depends upon the identification and investment in new patents, inventions and companies that own IP through relationships with inventors, universities, research institutions, technology companies and others. If ARG’s operating subsidiaries are unable to maintain those relationships and 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 nine months ended September 30, 2022, ARG did not obtain control of any new patent portfolios. During the year ended December 31, 2021, ARG obtained control of one new patent portfolio. Industrial Operations Acquisition On October 7, 2021, we consummated our first operating company acquisition of Printronix Holding Corporation and subsidiaries (“Printronix”). Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments. Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. This acquisition was made at what we believe to be an attractive purchase price, and we are now supporting existing management in its execution of strategic partnerships to generate growth. We acquired all of the outstanding stock of Printronix, for a cash purchase price of approximately $37.0 million, which included an initial $33.0 million cash payment and a $4.0 million working capital adjustment. The Company's consolidated financial statements include Printronix's consolidated operations from October 7, 2021 through September 30, 2022. As of December 31, 2021, management finalized the valuations of all acquired assets and liabilities assumed in the acquisition and there was no contingent consideration. COVID-19 Pandemic The full impact of the COVID-19 pandemic continues to evolve as of the date of this report. While the Company does not expect the current situation to present direct risks to its business, and it has not had a material impact to date, the COVID-19 pandemic could adversely impact the Company’s operations, as well as the operations of its licensees and other business partners. Our business is fully able to operate in a socially distanced and/or remote capacity and in accordance with applicable laws, policies and best practices. Our workforce is provided ample paid sick leave, and we have in place robust disaster recovery and business continuity policies that have been revised to account for a long-term remote work contingency such as this. However, the ongoing pandemic may present risks that we do not currently consider material or risks that may evolve quickly that could have a materially adverse effect on our business, results of operations and financial condition. |
Accounting Principles | Accounting Principles The consolidated financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). |
Reclassifications | Reclassifications Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or cash flows. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation The consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. All 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. Consolidated net income or (loss) is adjusted to include the net (income) or loss attributed to noncontrolling interests in the consolidated statements of operations. Refer to the Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity for noncontrolling interests activity. In 2020, in connection with the transaction with Link Fund Solutions Limited, which is more fully described in Note 3, the Company acquired equity securities of Malin J1 Limited (“MalinJ1”). MalinJ1 is included in the Company’s consolidated financial statements because the Company, through its interest in the equity securities of MalinJ1, has the ability to control the operations and activities of MalinJ1. Viamet HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Acacia, is the majority shareholder of MalinJ1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. 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 note disclosures required by U.S. GAAP in annual financial statements have been omitted or condensed in accordance with quarterly reporting requirements of the Securities and Exchange Commission |
Segment Reporting | Segment ReportingThe Company uses the management approach, which designates the internal organization that is used by management for making operating decisions and assessing performance as the basis of the Company’s reportable segments. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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, estimates of variable consideration for revenue, including sales returns, the valuation of equity securities without readily determinable fair value, the determination of excess and obsolete inventories, bad debt allowances and product warranty liabilities, the valuation of Series A redeemable convertible preferred stock (the “Series A Redeemable Convertible Preferred Stock”), embedded derivatives, Series A warrants (the “Series A Warrants”) and Series B warrants (the “Series B Warrants”), stock-based compensation expense, impairment of goodwill, patent-related and other intangible assets, the determination of the economic useful life of amortizable intangible assets, and income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective or complex judgments. |
Revenue Recognition | Revenue Recognition Intellectual Property Operations ARG's revenue is recognized upon transfer of control (i.e., by the granting) of promised bundled IP Rights and other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive in exchange for those IP Rights. Revenue contracts that provide promises to grant the right to use IP Rights as they exist at the point in time at which the IP Rights are granted, are accounted for as performance obligations satisfied at a point in time and revenue is recognized at the point in time that the applicable performance obligations are satisfied and all other revenue recognition criteria have been met. For the periods presented, revenue contracts executed by ARG primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technologies owned or controlled by ARG. Revenues also included license fees from sales-based revenue contracts, the majority of which were originally executed in prior periods, which provide for the payment of quarterly license fees based on quarterly sales of applicable product units by licensees (“Recurring License Revenue Agreements”). Revenues may also include court ordered settlements or awards related to our patent portfolio or sales of our patent portfolio. IP Rights granted included the following, as applicable: (i) the grant of a non-exclusive, future license to manufacture and/or sell products covered by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The IP Rights granted were generally perpetual in nature, extending until the legal expiration date of the related patents. The individual IP Rights are not accounted for as separate performance obligations, as (i) the nature of the promise, within the context of the contract, is to grant combined items to which the promised IP Rights are inputs and (ii) the Company's promise to grant each individual IP right described above to the customer is not separately identifiable from other promises to grant IP Rights in the contract. Since the promised IP Rights are not individually distinct, ARG combined each individual IP Right in the contract into a bundle of IP Rights that is distinct, and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. ARG’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. ARG’s operating subsidiaries have no further obligation with respect to the grant of IP Rights, including no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the contract. Licensees legally obtain control of the IP Rights upon execution of the contract. As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met. Revenue contracts generally provide for payment of contractual amounts within 15-90 days of execution of the contract, or the end of the quarter in which the sale or usage occurs for Recurring License Revenue Agreements. Contractual payments made by licensees are generally non-refundable. For sales-based royalties from Recurring License Revenue Agreements, ARG includes in the transaction price some or all of an amount of estimated variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Notwithstanding, revenue is recognized for a sales-based royalty promised in exchange for a license of IP Rights when the later of (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied. Estimates are generally based on historical levels of activity, if available. Revenues from contracts with significant financing components (either explicit or implicit) are recognized at an amount that reflects the price that a licensee would have paid if the licensee had paid cash for the IP Rights when they are granted to the licensee. In determining the transaction price, ARG adjusts the promised amount of consideration for the effects of the time value of money. As a practical expedient, ARG does not adjust the promised amount of consideration for the effects of a significant financing component if ARG expects, at contract inception, that the period between when the entity grants promised IP Rights to a customer and when the customer pays for the IP Rights will be one year or less. In general, ARG is required to make certain judgments and estimates in connection with the accounting for revenue contracts with customers. Such areas may include identifying performance obligations in the contract, estimating the timing of satisfaction of performance obligations, determining whether a promise to grant a license is distinct from other promised goods or services, evaluating whether a license transfers to a customer at a point in time or over time, allocating the transaction price to separate performance obligations, determining whether contracts contain a significant financing component, and estimating revenues recognized at a point in time for sales-based royalties. License revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Paid-up license revenue agreements $ 6,000 $ 1,100 $ 15,553 $ 23,110 Recurring License Revenue Agreements 320 482 1,444 1,675 Total $ 6,320 $ 1,582 $ 16,997 $ 24,785 Industrial Operations Printronix recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine the transaction price, Printronix estimates the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to a customer. Elements of variable consideration are estimated at the time of sale which primarily include product rights of return, rebates, price protection and other incentives that occur under established sales programs. These estimates are developed using the expected value or the most likely amount method and are reviewed and updated, as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal recognized will not occur in future periods. The provision for returns and sales allowances is determined by an analysis of the historical rate of returns and sales allowances over recent quarters, and adjusted to reflect management’s future expectations. Printronix enters into contract arrangements that may include various combinations of tangible products (which include printers, consumables and parts) and services, which are generally capable of being distinct and accounted for as separate performance obligations. Printronix evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation. This evaluation requires judgement, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period. Printronix deems performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (i.e. capable of being distinct) and if the transfer of products or services is separately identifiable from other promises in the contract (i.e. distinct within the context of the contract). For contract arrangements that include multiple performance obligations, Printronix allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and standard software while standalone selling prices for repair and maintenance services are developed with an expected cost-plus margin or residual approach. Regional pricing, marketing strategies and business practices are evaluated to derive the estimated standalone selling price using a cost-plus margin methodology. Printronix recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes consideration of the following: (i) the customer simultaneously receives and consumes the benefits provided as Printronix performs its promises, (ii) the performance creates or enhances an asset that is under control of the customer, (iii) the performance does not create an asset with an alternative use to Printronix, and (iv) Printronix has an enforceable right to payment for its performance completed to date. Revenues for products are generally recognized upon shipment, whereas revenues for services are generally recognized over time, assuming all other criteria for revenue recognition have been met. Incremental costs of obtaining a contract are expensed as incurred. Service revenue commissions are tied to the revenue recognized during the current year of the related sale. Printronix offers printer-maintenance services through service agreements that customers may purchase separately from the printer. These agreements commence upon expiration of the standard warranty period. Printronix provides the point-of-customer-contact, dispatches calls and sells the parts used for printer repairs to service providers. Printronix contracts third parties to perform the on-site repair services at the time of sale which covers the period of service at a set amount. The maintenance service agreements are separately priced at a stand-alone value. For those transactions in which maintenance service agreements are purchased concurrently with the purchase of printers, the revenue is deferred based on the selling price, which approximates the stand-alone value for separately sold maintenance services agreements. Revenue from maintenance service contracts are recognized on a straight-line basis over the period of each individual contract, which is consistent with the pattern in which the benefit is consumed by the customer. Printronix's net revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2022 (In thousands) Printers, consumables and parts $ 8,509 $ 26,023 Services 1,049 3,082 Total $ 9,558 $ 29,105 Refer to Note 15 for additional information regarding net sales to customers by geographic region. Deferred revenue in the consolidated balance sheets represents a contract liability under Accounting Standards Codification (“ASC”) 606 and consists of payments and billings in advance of the performance. Printronix recognized approximately $932,000 and $2.8 million in revenue that was previously included in the beginning balance of deferred revenue during the three and nine months ended September 30, 2022, respectively. Printronix's payment terms vary by the type and location of its customers and the products, solutions or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, Printronix has determined that its contracts do not include a significant financing component. Printronix's remaining performance obligations, following the transfer of products to customers, primarily relate to repair and support services. The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year was $822,000 and $772,000, inclusive of deferred revenue, as of September 30, 2022 and December 31, 2021, respectively. On average, remaining performance obligations as of September 30, 2022 are expected to be recognized over a period of approximately two years. |
Cost of Revenues | Cost of Revenues Intellectual Property Operations Cost of revenues include the costs and expenses incurred in connection with ARG’s patent licensing and enforcement activities, including inventor royalties paid to original patent owners, patent maintenance and prosecution costs, 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. Cost of revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Inventor royalties $ 732 $ 280 $ 1,092 $ 823 Contingent legal fees 1,010 285 2,314 5,735 Litigation and licensing expenses 939 782 3,272 4,881 Amortization of patents 2,601 2,612 7,802 7,086 Total $ 5,282 $ 3,959 $ 14,480 $ 18,525 |
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. Patent costs, including any upfront advances paid to patent owners by ARG’s operating subsidiaries, 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, ARG’s operating subsidiaries may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. Inventor royalty and contingent legal agreements generally provide for payment by ARG of contractual amounts 30 days subsequent to the quarter end during which related license fee payments are received from licensees by ARG. Litigation and Licensing Expenses Litigation and licensing expenses include patent-related litigation, enforcement and prosecution costs incurred by law firms and external patent attorneys engaged on either an hourly basis or a contingent fee basis. Litigation and licensing expenses also includes third-party patent research, development, patent prosecution and maintenance fees, re-exam and inter partes reviews, consulting and other costs incurred in connection with the licensing and enforcement of patent portfolios. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. The Company places its cash equivalents primarily in highly rated money market funds and investment grade marketable securities. Cash and cash equivalents are also invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. The Company has not experienced any significant losses on its deposits of cash and cash equivalents. Intellectual Property Operations Two licensees individually accounted for 47% each of revenues recognized during the three months ended September 30, 2022. Four licensees individually accounted for more than 10% of total recognized revenue, ranging from 13% to 32%, during the three months ended September 30, 2021. Three licensee individually accounted for 18%, 18% and 31% of revenues recognized during the nine months ended September 30, 2022. Three licensees individually accounted for 50%, 19% and 12% of revenues recognized during the nine months ended September 30, 2021. Historically, ARG has not had material foreign operations. Based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable license revenue arrangement, for the three and nine months ended September 30, 2022, approximately zero percent and 4%, respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions. For the three and nine months ended September 30, 2021, 8% and 15%, respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions. Refer to Note 15 for additional information regarding revenue from customers by geographic region. Two licensees individually represented approximately 53% and 47% of accounts receivable at September 30, 2022. Two licensees individually represented approximately 59% and 41% of accounts receivable at December 31, 2021. Industrial Operations No single Printronix customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2022. Printronix has significant foreign operations, refer to Note 15 for additional information regarding net sales to customers by geographic region. No single Printronix customer represented 10% or more of accounts receivable as of September 30, 2022, and one customer represented 11% of accounts receivable as of December 31, 2021. Exposure to credit risk is limited by the large number of customers comprising the remainder of the Printronix customer base and by periodic customer credit evaluations performed by Printronix. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when purchased to be cash equivalents. For the periods presented, Acacia’s cash equivalents are comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its agencies. |
Equity Securities at Fair Value | Equity Securities at Fair Value Investments in equity securities are reported at fair value on a recurring basis, with related realized and unrealized gains and losses in the value of such securities recorded in the consolidated statements of operations in other income or (expense). Dividend income is included in other income or (expense). Refer to Note 9 for additional information related to fair value measurements. Equity securities at fair value for the periods presented were comprised of the following: Security Type Cost Gross Gross Fair Value (In thousands) September 30, 2022: Equity securities - Life Sciences Portfolio (Note 3) $ 38,066 $ 19,232 $ (1,014) $ 56,284 Equity securities - other common stock 47,600 8 (22,508) 25,100 Total $ 85,666 $ 19,240 $ (23,522) $ 81,384 December 31, 2021: Equity securities - Life Sciences Portfolio (Note 3) $ 56,037 $ 262,811 $ (1,488) $ 317,360 Equity securities - other common stock 43,822 2,068 (1,472) 44,418 Total $ 99,859 $ 264,879 $ (2,960) $ 361,778 |
Equity Securities Without Readily Determinable Fair Value | Equity Securities Without Readily Determinable Fair ValueFor equity securities that do not have a readily determinable fair value, the Company elected to report them under the measurement alternative. They are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions and factoring in any adjustments for illiquidity or preference of these securities. Changes in fair value are reported in the consolidated statements of operations in other income or (expense). |
Equity Method Investments | Equity Method Investments Equity investments in common stock and in-substance common stock without readily determinable fair values in companies over which the Company has the ability to exercise significant influence, are accounted for using the equity method of accounting. Acacia includes its proportionate share of earnings and/or losses of its equity method investees in earnings on equity investment in joint venture in the consolidated statements of operations. Refer to Note 3 for additional information. Investments in preferred stock with substantive liquidation preferences are accounted for at cost, (subject to impairment considerations, as described below, if any), as adjusted for the impact of changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. In-substance common stock is an investment |
Investments at Fair Value | Investment at Fair Value On an individual investment basis, Acacia may elect to account for investments in companies where the Company has the ability to exercise significant influence over operating and financial policies of the investee, at fair value. If the fair value method is applied to an investment that would otherwise be accounted for under the equity method of accounting, it is applied to all of the financial interests in the same entity that are eligible items (i.e., common stock and warrants). As part of the Company’s equity securities in the Life Sciences Portfolio, the Company has elected to apply the fair value method to one investment, r efer to Note 3 for additional information. During 2016 and 2017, Acacia made certain investments in Veritone, Inc. (“Veritone”). As a result of these transactions, Acacia received shares of Veritone common stock and warrants. We elected the fair value method for our investment in Veritone upon acquisition. During 2018, Acacia began to divest its investments in Veritone. During 2020, Acacia sold its remaining shares of common stock. During the quarter ended March 31, 2021, included in the consolidated statement of operations, Acacia recorded an unrealized loss of $2.8 million from our investment in warrants, as reflected in the change in fair value of investment, and Acacia exercised all remaining warrants and recorded a realized gain on sale of investment of $3.6 million. Since March 2021, the Company no longer has an investment in Veritone common stock and warrants. |
Impairment of Investments | Impairment of Investments Acacia reviews its investments quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, Acacia considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds its fair value, Acacia evaluates, among other factors, general market conditions and the duration and extent to which the fair value is less than cost. Acacia also considers specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the consolidated statements of operations and a new cost basis in the investment is established. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Intellectual Property Operations ARG performs credit evaluations of its licensees with significant receivable balances, if any, and has not experienced any significant credit losses. Accounts receivable are recorded at the executed contract amount and generally do not bear interest. Collateral is not required. An allowance for doubtful accounts may be established to reflect the Company’s best estimate of probable losses inherent in the accounts receivable balance, and is reflected as a contra-asset account on the balance sheets and a charge to general and administrative expenses in the consolidated statements of operations for the applicable period. The allowance is determined based on known troubled accounts, historical experience, and other currently available evidence. There was no allowance for doubtful accounts established as of September 30, 2022 and December 31, 2021. |
Inventories | InventoriesPrintronix's inventories, which include material, labor and overhead costs, are valued at the lower of cost or net realizable value. Cost is determined at standard cost adjusted on a first-in, first-out basis for variances. Cost includes shipping and handling fees and other costs, including freight insurance and customs duties for international shipments, which are subsequently expensed to cost of sales. Printronix evaluates and records a provision to reduce the carrying value of inventory for estimated excess and obsolete stocks based upon forecasted demand, planned obsolescence and market conditions. |
Long Term Restricted Cash | Long-Term Restricted Cash Restricted cash related to a standby letter of credit, which expired and was cancelled in March 2022. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are recorded at cost. Major additions and improvements that materially extend useful lives of property and equipment are capitalized. Maintenance and repairs are charged against the results of operations as incurred. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Refer to Note 5 for additional information. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets: Machinery and equipment 2 to 10 years Furniture and fixtures 3 to 5 years Computer hardware and software 3 to 5 years Leasehold improvements 2 to 5 years (Lesser of lease term or useful life of improvement) |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. We evaluate goodwill for impairment annually in the fourth quarter and on an interim basis if the facts and circumstances lead us to believe that more-likely-than-not there has been an impairment. When evaluating goodwill for impairment, we estimate the fair value of the reporting unit. Several methods may be used to estimate a reporting unit’s fair value, including, but not limited to, discounted projected future net earnings or net cash flows and multiples of earnings. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Refer to Note 6 for additional information. ARG's patents include the cost of patents or patent rights acquired from third-parties or obtained in connection with business combinations. ARG's patent costs are amortized utilizing the straight-line method over their estimated useful lives, ranging from five Printronix's intangible assets consist of trade names and trademarks, patents and customer and distributor relationships. These definite-lived intangible assets, at the time of acquisition, are recorded at fair value and are stated net of accumulated amortization. Printronix currently amortizes the definite-lived intangible assets on a straight-line basis over their estimated useful lives of seven years. Refer to Note 6 for additional information. |
Leases | LeasesThe Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. Lease expense is recognized on a straight-line basis over the lease term. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets, patents and other 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 in an amount 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, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. |
Series A Warrants and Series B Warrants | Series A Warrants and Series B WarrantsThe fair value of the Series A Warrants and the Series B Warrants are estimated using a Black-Scholes option-pricing model. |
Embedded Derivatives | Embedded DerivativesEmbedded derivatives that are required to be bifurcated from their host contract are valued separately from the host instrument. A binomial lattice framework is used to estimate the fair value of the embedded derivative in the Series A Redeemable Convertible Preferred Stock issued by the Company in 2019. |
Contingent Liabilities | Contingent LiabilitiesThe Company, from time to time, is involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, restricted cash, accounts receivables and current liabilities approximates their fair values due to their short-term maturities. |
Fair Value Measurements | Fair Value MeasurementsU.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. Equity Securities at Fair Value. Equity securities includes investments in public company common stock and are recorded at fair value based on the quoted market price of each share on the valuation date. The fair value of these securities are within Level 1 of the valuation hierarchy. Equity investments that do not have regular market pricing, but for which fair value can be determined based on other data values or market prices, are recorded at fair value within Level 2 of the valuation hierarchy. T he Company has elected to apply the fair value method to one equity securities investment Embedded derivative liabilities. Embedded derivatives that are required to be bifurcated from their host contract are evaluated and valued separately from the host instrument. A binomial lattice framework is used to estimate the fair value of the embedded derivative in the Series A Redeemable Convertible Preferred Stock issued by the Company in 2019 (Level 3). The binomial model utilizes the Tsiveriotis and Fernandes implementation in which a convertible instrument is split into two separate components within a single lattice framework: a cash-only component which is subject to the selected risk-adjusted discount rate and an equity component which is subject only to the risk-free rate. The model considers the (i) implied volatility of the value of our common stock, (ii) appropriate risk-free interest rate, (iii) credit spread, (iv) dividend yield, (v) dividend accrual (and a step-up in rates), and (vi) event probabilities of the various conversion and redemption scenarios. |
Treasury Stock | Treasury StockRepurchases of the Company’s outstanding common stock are accounted for using the cost method. The applicable par value is deducted from the appropriate capital stock account on the formal or constructive retirement of treasury stock. Any excess of the cost of treasury stock over its par value is charged to additional paid-in capital and reflected as treasury stock in the consolidated balance sheets. |
Engineering and Development | Engineering and Development Engineering and development costs are expensed as incurred and consist of labor, supplies, consulting and other costs related to developing and improving Printronix's products. |
Advertising | AdvertisingPrintronix expenses advertising costs, including promotional literature, brochures and trade shows, as incurred |
Stock-Based Compensation | Stock-Based CompensationThe 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 currently one |
Foreign Currency Gains and Losses | Foreign Currency Gains and Losses In connection with our Printronix business, the U.S. dollar is the functional currency for all of the foreign subsidiaries. Transactions that are recorded in currencies other than the U.S. dollar may result in transaction gains or losses at the end of the reporting period and when trade receipts and payments occur. For these subsidiaries, the assets and liabilities have been re-measured at the end of the period for changes in exchange rates, except inventories and property, plant and equipment, which have been remeasured at historical average rates. The consolidated statements of operations have been reevaluated at average rates of exchange for the reporting period, except cost of sales and depreciation, which have been reevaluated at historical rates. Although Acacia historically has not had material foreign operations, Acacia is exposed to fluctuations in foreign currency exchange rates between the U.S. dollar, and the British Pound and Euro currency exchange rates, primarily related to foreign cash accounts, a note receivable and certain equity security investments. All foreign currency exchange activity is recorded in the consolidated statements of operations. |
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. Under U.S. GAAP, a tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position will be sustained upon examination. Tax positions that meet the more likely than not threshold are measured using a probability weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. 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. Our income tax expense/benefit for the three and nine months ended September 30, 2022 primarily reflects the decrease in deferred tax liabilities attributable to the unrealized losses recorded in the periods presented, and our income tax expense for the three and nine months ended September 30, 2021 primarily relates to changes in the valuation allowance, as well as state taxes. The Company’s effective tax rates were 2% and zero for the three months ended September 30, 2022 and 2021, respectively. The Company’s effective tax rates were 13% and (1)% for the nine months ended September 30, 2022 and 2021, respectively. Our 2022 effective tax rates were lower than the U.S. federal statutory rate primarily due to non-taxable income, expiration of foreign tax credits and changes in valuation allowance. Our 2021 effective tax rates were lower than the U.S. federal statutory rate primarily due to the change in valuation allowance, as well as state income taxes. The effective tax rate may be subject to fluctuations during the year as new information is obtained which may affect the assumptions used to estimate the effective tax rate, including factors such as expected utilization of net operating loss carryforwards, changes in or the interpretation of tax laws in jurisdictions where the Company conducts business, the Company’s expansion into new states or foreign countries, and the amount of valuation allowances against deferred tax assets. The Company has recorded a partial valuation allowance against our net deferred tax assets as of September 30, 2022 and December 31, 2021. These assets primarily consist of foreign tax credits and net operating loss carryforwards. At September 30, 2022 and December 31, 2021, the Company had total unrecognized tax benefits of approximately $887,000. At September 30, 2022 and December 31, 2021, approximately $887,000 and $110,000, respectively, of unrecognized tax benefits were recorded in other long-term liabilities and the remaining amount was included as an offset to deferred tax assets. No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented. At September 30, 2022, if recognized, $887,000 of tax benefits would impact the Company’s effective tax rate subject to valuation allowance. The Company does not expect that the liability for unrecognized tax benefits will change significantly within the next 12 months. Acacia recognizes interest and penalties with respect to unrecognized tax benefits in income tax expense/benefit. Acacia has identified no uncertain tax position for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within 12 months. |
Income/Loss Per Share | Income/Loss Per Share For periods in which the Company generates net income, the Company computes basic net income per share 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 and Series A Redeemable Convertible Preferred Stock, are considered participating securities and are allocated a portion of the Company’s earnings. For periods in which the Company generates a net loss, net losses are not allocated to holders of the Company’s participating securities as the security holders are not contractually obligated to share in the Company’s losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The amendments in this update clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. As such, an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction (e.g. an entity cannot apply a discount to the price of an equity security subject to a lock-up agreement). The amendments also require the following disclosures for equity securities subject to contractual sale restrictions: (i) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, (ii) the nature and remaining duration of the restriction(s), and (iii) the circumstances that could cause a lapse in the restriction(s). The amendments are to be applied prospectively and are effective on January 1, 2024 for public entities, with early adoption permitted. The Company adopted the update on June 30, 2022. The adoption of the update did not have an impact on the Company’s financial position, results of operations or financial statement disclosures. Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” to replace the incurred loss methodology with an expected credit loss model that requires consideration of a broader range of information to estimate credit losses over the lifetime of the asset, including current conditions and reasonable and supportable forecasts in addition to historical loss information, to determine expected credit losses. Pooling of assets with similar risk characteristics and the use of a loss model are also required. Also, in April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” to clarify the inclusion of recoveries of trade receivables previously written off when estimating an allowance for credit losses. The amendments in these updates will be adopted by the Company on January 1, 2023. Management has completed its evaluation of the impact that the amendments in these updates will have on the Company’s consolidated financial statements and there are no significant implementation matters that still need to be addressed. Based on Management's evaluation of the new standard, the Company does not expect it to have a material effect on the Company’s consolidated financial statements or disclosures, accordingly, a cumulative-effect adjustment to the opening accumulated deficit as of January 1, 2023 is not expected. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance in this area. It also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This update reduces the number of accounting models for convertible instruments, revises the derivatives scope exception, and provides targeted improvements for earnings per share. Upon adoption, companies have the option to apply a modified or full retrospective transition approach. The amendments in this update will currently be effective for the Company on January 1, 2024, with early adoption permitted. Management is currently evaluating the impact that the amendments in this update may have on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with “Revenue from Contracts with Customers (Topic 606).” At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in this update will be applied prospectively and will be adopted by the Company on January 1, 2023. Management does not expect the adoption of this new standard to have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | License revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Paid-up license revenue agreements $ 6,000 $ 1,100 $ 15,553 $ 23,110 Recurring License Revenue Agreements 320 482 1,444 1,675 Total $ 6,320 $ 1,582 $ 16,997 $ 24,785 Printronix's net revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2022 (In thousands) Printers, consumables and parts $ 8,509 $ 26,023 Services 1,049 3,082 Total $ 9,558 $ 29,105 |
Schedule of Other Operating Cost and Expense, by Component | Cost of revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Inventor royalties $ 732 $ 280 $ 1,092 $ 823 Contingent legal fees 1,010 285 2,314 5,735 Litigation and licensing expenses 939 782 3,272 4,881 Amortization of patents 2,601 2,612 7,802 7,086 Total $ 5,282 $ 3,959 $ 14,480 $ 18,525 |
Schedule of Product Warranty Liability | The following is a summary of the accrued warranty liabilities, which are included in accrued expenses and other current liabilities, and other long-term liabilities in the consolidated balance sheets: Nine Months Ended 2022 (In thousands) Beginning balance $ 222 Estimated future warranty expense 23 Warranty claims settled (111) Ending balance $ 134 |
Unrealized Gain (Loss) on Investments | Equity securities at fair value for the periods presented were comprised of the following: Security Type Cost Gross Gross Fair Value (In thousands) September 30, 2022: Equity securities - Life Sciences Portfolio (Note 3) $ 38,066 $ 19,232 $ (1,014) $ 56,284 Equity securities - other common stock 47,600 8 (22,508) 25,100 Total $ 85,666 $ 19,240 $ (23,522) $ 81,384 December 31, 2021: Equity securities - Life Sciences Portfolio (Note 3) $ 56,037 $ 262,811 $ (1,488) $ 317,360 Equity securities - other common stock 43,822 2,068 (1,472) 44,418 Total $ 99,859 $ 264,879 $ (2,960) $ 361,778 The following unrealized and realized gains or losses from our investment in the Life Sciences Portfolio are recorded in the change in fair value of equity securities and gain or loss on sale of equity securities, respectively, in the consolidated statements of operations: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Change in fair value of equity securities of public $ (39,008) $ 243,930 $ (243,106) $ 214,247 Change in fair value of equity securities without readily — (180,023) — (102,067) Gain on sale of equity securities of public 36,397 37,112 101,102 52,167 Net realized and unrealized (loss) gain $ (2,611) $ 101,019 $ (142,004) $ 164,347 |
Schedule of Useful Lives of Property and Equipment | Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets: Machinery and equipment 2 to 10 years Furniture and fixtures 3 to 5 years Computer hardware and software 3 to 5 years Leasehold improvements 2 to 5 years (Lesser of lease term or useful life of improvement) |
EQUITY SECURITIES PORTFOLIO I_2
EQUITY SECURITIES PORTFOLIO INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Unrealized Gain (Loss) on Investments | Equity securities at fair value for the periods presented were comprised of the following: Security Type Cost Gross Gross Fair Value (In thousands) September 30, 2022: Equity securities - Life Sciences Portfolio (Note 3) $ 38,066 $ 19,232 $ (1,014) $ 56,284 Equity securities - other common stock 47,600 8 (22,508) 25,100 Total $ 85,666 $ 19,240 $ (23,522) $ 81,384 December 31, 2021: Equity securities - Life Sciences Portfolio (Note 3) $ 56,037 $ 262,811 $ (1,488) $ 317,360 Equity securities - other common stock 43,822 2,068 (1,472) 44,418 Total $ 99,859 $ 264,879 $ (2,960) $ 361,778 The following unrealized and realized gains or losses from our investment in the Life Sciences Portfolio are recorded in the change in fair value of equity securities and gain or loss on sale of equity securities, respectively, in the consolidated statements of operations: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Change in fair value of equity securities of public $ (39,008) $ 243,930 $ (243,106) $ 214,247 Change in fair value of equity securities without readily — (180,023) — (102,067) Gain on sale of equity securities of public 36,397 37,112 101,102 52,167 Net realized and unrealized (loss) gain $ (2,611) $ 101,019 $ (142,004) $ 164,347 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Printronix's inventories, net consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Raw materials $ 4,244 $ 3,207 Subassemblies and work in process 2,944 1,712 Finished goods 7,095 4,011 14,283 8,930 Inventory reserves (481) — Inventories, net $ 13,802 $ 8,930 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Machinery and equipment $ 2,984 $ 2,077 Furniture and fixtures 546 1,036 Computer hardware and software 612 614 Leasehold improvements 999 1,034 5,141 4,761 Accumulated depreciation and amortization (1,441) (578) Property, plant and equipment, net $ 3,700 $ 4,183 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill consisted of the following: Nine Months Ended September 30, 2022 (In thousands) Beginning balance $ 7,470 Acquisition of business — Impairment losses — Ending balance $ 7,470 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets, net consisted of the following: September 30, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (302,143) $ 29,260 Industrial operations 7 years 3,400 (476) 2,924 Total patents 334,803 (302,619) 32,184 Customer relationships - industrial operations 7 years 5,300 (742) 4,558 Trade name and trademarks - industrial operations 7 years 3,430 (480) 2,950 Total $ 343,533 $ (303,841) $ 39,692 December 31, 2021 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (294,341) $ 37,062 Industrial operations 7 years 3,400 (112) 3,288 Total patents 334,803 (294,453) 40,350 Customer relationships - industrial operations 7 years 5,300 (174) 5,126 Trade name and trademarks - industrial operations 7 years 3,430 (113) 3,317 Total $ 343,533 $ (294,740) $ 48,793 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the scheduled annual aggregate amortization expense (in thousands): Years Ending December 31, Remainder of 2022 $ 3,035 2023 12,068 2024 10,692 2025 8,348 2026 2,483 Thereafter 3,066 Total $ 39,692 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Accrued loss contingency (see Note 11) $ 4,500 $ — Accrued consulting and other professional fees 1,290 438 Customer deposit — 3,000 Income taxes payable 681 506 Product warranty liability, current 42 84 Service contract costs, current 416 307 Short-term lease liability 1,556 935 Other accrued liabilities 773 957 Total $ 9,258 $ 6,227 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Total (In thousands) Assets September 30, 2022: Equity securities at fair value $ 81,384 $ — $ — $ 81,384 December 31, 2021: Equity securities at fair value $ 113,630 $ 248,148 $ — $ 361,778 Liabilities September 30, 2022: Series A warrants $ — $ — $ 9,396 $ 9,396 Series A embedded derivative liabilities — — 22,389 22,389 Series B warrants — — 59,742 59,742 Total $ — $ — $ 91,527 $ 91,527 December 31, 2021: Series A warrants $ — $ — $ 11,291 $ 11,291 Series A embedded derivative liabilities — — 18,448 18,448 Series B warrants — — 96,378 96,378 Total $ — $ — $ 126,117 $ 126,117 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which are measured at fair value as a on a recurring basis: Series A Warrant Liabilities Series A Embedded Derivative Liabilities Series B Warrant Liabilities Total (In thousands) Balance at December 31, 2020 $ — $ 26,728 $ 52,341 $ 79,069 Transfer to Level 3 6,640 — — 6,640 Remeasurement to fair value 11,887 14,683 177,296 203,866 Balance at September 30, 2021 $ 18,527 $ 41,411 $ 229,637 $ 289,575 Balance at December 31, 2021 $ 11,291 $ 18,448 $ 96,378 $ 126,117 Remeasurement to fair value (1,895) 3,941 (36,636) (34,590) Balance at September 30, 2022 $ 9,396 $ 22,389 $ 59,742 $ 91,527 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The table below presents aggregate future minimum lease payments due under the Company's leases discussed above, reconciled to long-term lease liabilities and short-term lease liabilities (included in accrued expenses and other current liabilities) included in the consolidated balance sheet as of September 30, 2022 (in thousands): Years Ending December 31, Remainder of 2022 $ 371 2023 1,513 2024 1,123 2025 445 2026 232 Thereafter 58 Total minimum payments 3,742 Less: short-term lease liabilities (1,556) Long-term lease liabilities $ 2,186 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accelerated Share Repurchases | Stock repurchases, all of which were purchased as part of a publicly announced plan or program, were as follows: Total Number Average Approximate Dollar (In thousands) December 1, 2021 - December 31, 2021 784,104 $ 5.12 $ 11,004 January 1, 2022 - January 31, 2022 1,588,820 $ 4.85 $ 3,286 February 1, 2022 - February 28, 2022 752,895 $ 4.36 $ — Total repurchases in the quarter 2,341,715 $ 4.69 Total program repurchases 3,125,819 $ 4.80 April 1, 2022 - April 30, 2022 692,538 $ 4.48 $ 36,901 May 1, 2022 - May 31, 2022 2,192,238 $ 4.59 $ 26,832 June 1, 2022 - June 30, 2022 3,262,043 $ 4.71 $ 11,480 Total repurchases in the quarter 6,146,819 $ 4.64 July 1, 2022 - July 31, 2022 2,306,700 $ 4.98 $ — Total program repurchases 8,453,519 $ 4.73 |
EQUITY-BASED INCENTIVE PLANS (T
EQUITY-BASED INCENTIVE PLANS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option activity for the Plans: Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted (In thousands) Outstanding at December 31, 2021 555,417 $ 5.61 $ 71 7.3 years Granted 1,155,000 $ 3.61 $ — Exercised — $ — $ — Forfeited/Expired (30,000) $ 5.75 $ — Outstanding at September 30, 2022 1,680,417 $ 4.24 $ 518 8.5 years Exercisable at September 30, 2022 262,917 $ 5.37 $ 26 5.1 years Vested and expected to vest at September 30, 2022 1,680,417 $ 4.24 $ 518 8.5 years Unrecognized stock-based compensation expense at September 30, 2022 (in thousands) $ 1,527 Weighted average remaining vesting period at September 30, 2022 2.4 years |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes nonvested restricted stock activity for the Plans: RSAs RSUs Shares Weighted Units Weighted Nonvested at December 31, 2021 517,569 $ 4.74 1,014,166 $ 3.73 Granted 296,000 $ 3.62 709,804 $ 3.73 Vested (258,232) $ 4.71 (635,501) $ 2.60 Forfeited (53,333) $ 4.89 (53,000) $ 4.13 Nonvested at September 30, 2022 502,004 $ 4.08 1,035,469 $ 4.40 Unrecognized stock-based compensation expense at September 30, 2022 (in thousands) $ 1,571 $ 3,590 Weighted average remaining vesting period at September 30, 2022 1.8 years 2.0 years |
Share-based Payment Arrangement, Cost by Plan | Compensation expense (credit) for share-based awards recognized in general and administrative expenses was comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Options $ 162 $ 28 $ 464 $ 38 RSAs 294 465 1,165 1,150 RSUs 575 (193) 1,659 91 Total compensation expense for share-based awards $ 1,031 $ 300 $ 3,288 $ 1,279 |
INCOME_LOSS PER SHARE (Tables)
INCOME/LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted income/loss per share of common stock: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to Acacia Research Corporation $ 28,090 $ 89,757 $ (106,679) $ (55,048) Dividend on Series A redeemable convertible preferred stock (700) (262) (2,099) (785) Accretion of Series A redeemable convertible preferred stock (1,337) (991) (3,729) (2,762) Undistributed earnings allocated to participating securities (5,466) (15,394) — — Net income (loss) attributable to common stockholders - Basic 20,587 73,110 (112,507) (58,595) Less: Change in fair value of Series A warrants (3,389) 63 — — Less: Change in fair value of dilutive Series B warrants (21,766) (902) — — Add: Interest expense associated with Starboard Notes, 850 1,536 — — Add: Undistributed earnings allocated to participating 5,466 15,394 — — Reallocation of undistributed earnings to participating (217) (8,893) — — Net income (loss) attributable to common stockholders - Diluted $ 1,531 $ 80,308 $ (112,507) $ (58,595) Denominator: Weighted average shares used in computing net income (loss) 38,052,426 48,949,504 42,830,700 48,759,873 Potentially dilutive common shares: Restricted stock units 539,989 798,356 — — Stock options 18,397 35,815 — — Series A Warrants 1,046,575 2,019,724 — — Series B Warrants 31,506,849 41,278,103 — — Weighted average shares used in computing net income (loss) 71,164,236 93,081,502 42,830,700 48,759,873 Basic net income (loss) per common share $ 0.54 $ 1.49 $ (2.63) $ (1.20) Diluted net income (loss) per common share $ 0.02 $ 0.86 $ (2.63) $ (1.20) Anti-dilutive potential common shares excluded from the Equity-based incentive awards 1,027,082 398,168 3,217,890 2,230,624 Series A warrants — — 5,000,000 5,000,000 Series B warrants 68,493,151 — 100,000,000 100,000,000 Total 69,520,233 398,168 108,217,890 107,230,624 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The Company's segment information is as follows: Three Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues: License fees $ 6,320 $ — $ 6,320 Printers and parts — 3,799 3,799 Consumable products — 4,710 4,710 Services — 1,049 1,049 Total revenues 6,320 9,558 15,878 Cost of revenues: Inventor royalties 732 — 732 Contingent legal fees 1,010 — 1,010 Litigation and licensing expenses 939 — 939 Amortization of patents 2,601 — 2,601 Cost of sales — 4,648 4,648 Total cost of revenues 5,282 4,648 9,930 Segment gross profit 1,038 4,910 5,948 Other operating expenses: Engineering and development expenses — 156 156 Sales and marketing expenses — 2,119 2,119 Amortization of intangible assets — 433 433 General and administrative expenses 1,527 1,756 3,283 Total other operating expenses 1,527 4,464 5,991 Segment operating (loss) income $ (489) $ 446 (43) Parent general and administrative expenses 11,322 Operating loss (11,365) Total other income 40,440 Income before income taxes $ 29,075 For comparability purposes, Acacia's three months ended September 30, 2021 general and administrative expenses, as reported in the consolidated statement of operations, were $10.3 million and included parent general and administrative expenses of $8.7 million, which derives a comparative Intellectual Property Operations general and administrative expense amount of approximately $1.6 million. Nine Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues: License fees $ 16,997 $ — $ 16,997 Printers and parts — 11,715 11,715 Consumable products — 14,308 14,308 Services — 3,082 3,082 Total revenues 16,997 29,105 46,102 Cost of revenues: Inventor royalties 1,092 — 1,092 Contingent legal fees 2,314 — 2,314 Litigation and licensing expenses 3,272 — 3,272 Amortization of patents 7,802 — 7,802 Cost of sales — 13,432 13,432 Total cost of revenues 14,480 13,432 27,912 Segment gross profit 2,517 15,673 18,190 Other operating expenses: Engineering and development expenses — 491 491 Sales and marketing expenses — 6,429 6,429 Amortization of intangible assets — 1,299 1,299 General and administrative expenses 5,050 6,431 11,481 Total other operating expenses 5,050 14,650 19,700 Segment operating (loss) income $ (2,533) $ 1,023 (1,510) Parent general and administrative expenses 24,033 Operating loss (25,543) Total other expense (81,216) Loss before income taxes $ (106,759) |
Schedule of Segment Reporting Information, by Segment | September 30, 2022 December 31, 2021 (In thousands) Equity securities investments: Equity securities at fair value $ 81,384 $ 361,778 Equity securities without readily determinable fair value 5,816 5,816 Investment securities - equity method investments 72,106 30,934 Total parent equity securities investments 159,306 398,528 Other parent assets 103,602 172,726 Segment total assets: Intellectual property operations 170,421 175,286 Industrial operations 51,940 52,316 Total assets $ 485,269 $ 798,856 |
Revenue from External Customers by Geographic Areas | Three Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues by geographic area: United States $ 6,311 $ 3,996 $ 10,307 Canada and Latin America 1 217 218 Total Americas 6,312 4,213 10,525 Europe, Middle East and Africa — 2,282 2,282 China — 1,403 1,403 India — 582 582 Asia-Pacific, excluding China and India 8 1,078 1,086 Total Asia-Pacific 8 3,063 3,071 Total revenues $ 6,320 $ 9,558 $ 15,878 Nine Months Ended September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Revenues by geographic area: United States $ 16,372 $ 11,877 $ 28,249 Canada and Latin America 11 769 780 Total Americas 16,383 12,646 29,029 Europe, Middle East and Africa 589 7,088 7,677 China — 3,627 3,627 India — 2,563 2,563 Asia-Pacific, excluding China and India 25 3,181 3,206 Total Asia-Pacific 25 9,371 9,396 Total revenues $ 16,997 $ 29,105 $ 46,102 |
Long-lived Assets by Geographic Areas | September 30, 2022 Intellectual Property Operations Industrial Operations Total (In thousands) Long-lived tangible assets by geographic area: United States $ 333 $ 346 $ 679 Malaysia — 2,780 2,780 Other foreign countries — 241 241 Total $ 333 $ 3,367 $ 3,700 December 31, 2021 Intellectual Property Operations Industrial Operations Total (In thousands) Long-lived tangible assets by geographic area: United States $ 204 $ 473 $ 677 Malaysia — 3,203 3,203 Other foreign countries — 303 303 Total $ 204 $ 3,979 $ 4,183 |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) patent | Sep. 30, 2022 USD ($) | Dec. 31, 2021 patent | |
Business Acquisition [Line Items] | |||
Number of new patent portfolios acquired | patent | 0 | 1 | |
Printronix | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 37 | ||
Business combination, initial cash payment | 33 | ||
Working capital adjustment | $ 4 | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Ideal market value for future acquisitions | $ 2,000 | ||
Minimum | |||
Business Acquisition [Line Items] | |||
Ideal market value for future acquisitions | $ 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Number of reportable segments | segment | 2 | 2 | ||||
Change in fair value of investment | $ 0 | $ 0 | $ 0 | $ 2,752 | ||
Vesting period | 1 year | |||||
Effective income tax rate reconciliation, percent | 2% | 0% | 13% | (1.00%) | ||
Unrecognized tax benefits | $ 887 | $ 887 | $ 887 | |||
Unrecognized tax benefits that would impact effective tax rate | 887 | 887 | ||||
Veritone Warrants | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Change in fair value of investment | $ 2,800 | |||||
Gain on sale of investment, warrants | $ 3,600 | |||||
Other Noncurrent Liabilities | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Unrecognized tax benefits | 887 | 887 | 110 | |||
Printronix | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Contract with customer, liability, revenue recognized | 932 | 2,800 | ||||
Allowance for doubtful accounts and sales returns | $ 28 | $ 28 | $ 78 | |||
Finite-lived intangible asset, useful life | 7 years | |||||
Revenue Benchmark | Geographic Concentration Risk | Other foreign countries | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 0% | 8% | 4% | 15% | ||
Revenue Benchmark | Licensee One | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 50% | |||||
Accounts Receivable | Licensee One | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 53% | 59% | ||||
Accounts Receivable | Licensee Two | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 47% | 41% | ||||
Accounts Receivable | Customer One | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 11% | |||||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | One Vendor | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 12% | 14% | ||||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Vendor Two | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Minimum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Warranty term | 3 months | |||||
Vesting period | 1 year | |||||
Minimum | Patents | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible asset, useful life | 5 years | |||||
Minimum | Revenue Benchmark | Licensee Two | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 19% | |||||
Minimum | Revenue Benchmark | Four Licensees | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 13% | |||||
Maximum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Warranty term | 2 years | |||||
Vesting period | 4 years | |||||
Maximum | Patents | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible asset, useful life | 10 years | |||||
Maximum | Revenue Benchmark | Licensee One | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 47% | 18% | ||||
Maximum | Revenue Benchmark | Licensee Two | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 18% | |||||
Maximum | Revenue Benchmark | Licensee Three | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 31% | 12% | ||||
Maximum | Revenue Benchmark | Four Licensees | Customer Concentration Risk | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Concentration risk, percentage | 32% | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining performance obligation | $ 822 | $ 822 | $ 772 | |||
Remaining performance obligation period | 2 years | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 15,878 | $ 1,582 | $ 46,102 | $ 24,785 |
Intellectual property operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,320 | 1,582 | 16,997 | 24,785 |
Paid-up license revenue agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,000 | 1,100 | 15,553 | 23,110 |
Recurring License Revenue Agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 320 | 482 | 1,444 | 1,675 |
Industrial operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,558 | $ 0 | 29,105 | $ 0 |
Printers, consumables and parts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,509 | 26,023 | ||
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,049 | $ 3,082 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intellectual Property Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Inventor royalties | $ 732 | $ 1,092 | ||
Contingent legal fees | 1,010 | 2,314 | ||
Litigation and licensing expenses | 939 | 3,272 | ||
Amortization of patents | 2,601 | 7,802 | ||
Total cost of revenues | 9,930 | 27,912 | ||
Intellectual property operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Inventor royalties | 732 | $ 280 | 1,092 | $ 823 |
Contingent legal fees | 1,010 | 285 | 2,314 | 5,735 |
Litigation and licensing expenses | 939 | 782 | 3,272 | 4,881 |
Amortization of patents | 2,601 | 2,612 | 7,802 | 7,086 |
Total cost of revenues | $ 5,282 | $ 3,959 | $ 14,480 | $ 18,525 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Warranty Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Beginning balance | $ 222 |
Estimated future warranty expense | 23 |
Warranty claims settled | (111) |
Ending balance | $ 134 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Equity Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | |||
Cost | $ 85,666 | $ 99,859 | |
Gross Unrealized Gain | 19,240 | $ 264,879 | |
Gross Unrealized Loss | (23,522) | (2,960) | |
Fair Value | 81,384 | 361,778 | |
Equity securities - Life Sciences Portfolio (Note 3) | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Cost | 38,066 | 56,037 | |
Gross Unrealized Gain | 19,232 | 262,811 | |
Gross Unrealized Loss | (1,014) | (1,488) | |
Fair Value | 56,284 | 317,360 | |
Equity securities - other common stock | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Cost | 47,600 | 43,822 | |
Gross Unrealized Gain | 8 | 2,068 | |
Gross Unrealized Loss | (22,508) | $ (1,472) | |
Fair Value | $ 25,100 | $ 44,418 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 10 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
EQUITY SECURITIES PORTFOLIO I_3
EQUITY SECURITIES PORTFOLIO INVESTMENT - Narrative (Details) £ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 03, 2020 USD ($) | Apr. 03, 2020 GBP (£) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 GBP (£) | Jul. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 13, 2021 USD ($) | Oct. 13, 2021 GBP (£) | Dec. 03, 2020 | |
Offsetting Liabilities [Line Items] | ||||||||||||||
Fair value of investment | $ 81,384 | $ 81,384 | $ 361,778 | |||||||||||
Earnings on equity investment in joint venture | 850 | $ 0 | 42,935 | $ 2,737 | ||||||||||
Net (loss) income including noncontrolling interests in subsidiaries | 28,090 | 89,757 | (106,679) | (55,048) | ||||||||||
Net income attributable to noncontrolling interests in subsidiaries | 306 | $ 0 | 14,319 | 906 | ||||||||||
Interest receivable | 1,200 | 1,200 | ||||||||||||
Notes receivable, related parties | $ 4,000 | £ 2,950 | ||||||||||||
Interest income, other | 70 | 221 | ||||||||||||
MalinJ1 | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Milestone payment | 1,800 | 1,800 | $ 40,000 | |||||||||||
Deferred milestone payment | $ 1,200 | $ 27,000 | ||||||||||||
Interest accrual percentage | 8.50% | |||||||||||||
Other Noncurrent Assets | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Notes receivable, related parties | 3,500 | 3,500 | 4,000 | |||||||||||
Unsecured Debt | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Interest rate | 8% | 8% | ||||||||||||
Arix | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Fair value of investment | $ 33,800 | $ 33,800 | ||||||||||||
Arix | Arix | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Equity method investment ownership | 22% | 22% | ||||||||||||
MalinJ1 | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Ownership percentage | 63.90% | |||||||||||||
Earnings on equity investment in joint venture | $ 42,900 | 2,700 | ||||||||||||
Net (loss) income including noncontrolling interests in subsidiaries | 1,200 | 1,800 | ||||||||||||
Net income attributable to noncontrolling interests in subsidiaries | $ 586 | $ 906 | ||||||||||||
MalinJ1 | MalinJ1 | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Equity method investment ownership | 41% | 41% | ||||||||||||
Equity Securities | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Investment at fair value | $ 109,400 | $ 109,400 | $ 343,100 | |||||||||||
Option Agreement | Portfolio Companies | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Payments to acquire investments | $ 277,500 | £ 223,900 | ||||||||||||
Net gain on prepaid investment | $ 2,800 | |||||||||||||
Option Agreement | Portfolio Companies | United Kingdom, Pounds | ||||||||||||||
Offsetting Liabilities [Line Items] | ||||||||||||||
Return on prepayment | £ | £ 4,500 | |||||||||||||
Proceeds from sale of debt securities | £ | £ 33 |
EQUITY SECURITIES PORTFOLIO I_4
EQUITY SECURITIES PORTFOLIO INVESTMENT - Unrealized and Realized Gains or Losses on Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | ||||
Change in fair value of investment | $ (266,202) | $ 115,509 | ||
Trading Securites - LF Fund Public Securities | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Change in fair value of investment | $ (39,008) | $ 243,930 | (243,106) | 214,247 |
Realized investment gains (losses) | 36,397 | 37,112 | 101,102 | 52,167 |
Equity Securities - LF Fund Private Securities | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Change in fair value of investment | 0 | (180,023) | 0 | (102,067) |
Trading Securites Lf Fund Securities | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Net realized and unrealized gain (loss) on investments | $ (2,611) | $ 101,019 | $ (142,004) | $ 164,347 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,244 | $ 3,207 |
Subassemblies and work in process | 2,944 | 1,712 |
Finished goods | 7,095 | 4,011 |
Inventory, gross | 14,283 | 8,930 |
Inventory reserves | (481) | 0 |
Inventories, net | $ 13,802 | $ 8,930 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 5,141 | $ 5,141 | $ 4,761 | ||
Accumulated depreciation and amortization | (1,441) | (1,441) | (578) | ||
Property, plant and equipment, net | 3,700 | 3,700 | 4,183 | ||
Depreciation and amortization expense | 329 | $ 39 | 1,000 | $ 112 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,984 | 2,984 | 2,077 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 546 | 546 | 1,036 | ||
Computer hardware and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 612 | 612 | 614 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 999 | $ 999 | $ 1,034 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 7,470 |
Acquisition of business | 0 |
Impairment losses | 0 |
Ending balance | $ 7,470 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Impairment losses | $ 0 | ||||
Amortization of intangible assets | $ 3,000,000 | $ 2,600,000 | 9,100,000 | $ 7,100,000 | |
Impairment of intangible assets, finite-lived | 0 | 0 | |||
Accelerated amortization of patents | 0 | $ 0 | |||
Finite-lived intangible assets, write offs | $ 35,000,000 | ||||
Patent and patent rights acquisition costs to be paid | $ 5,000,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 343,533 | $ 343,533 |
Accumulated Amortization | (303,841) | (294,740) |
Net Book Value | 39,692 | 48,793 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 334,803 | 334,803 |
Accumulated Amortization | (302,619) | (294,453) |
Net Book Value | $ 32,184 | $ 40,350 |
Patents | Intellectual property operations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 6 years | 6 years |
Gross Carrying Amount | $ 331,403 | $ 331,403 |
Accumulated Amortization | (302,143) | (294,341) |
Net Book Value | $ 29,260 | $ 37,062 |
Patents | Industrial operations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 7 years | 7 years |
Gross Carrying Amount | $ 3,400 | $ 3,400 |
Accumulated Amortization | (476) | (112) |
Net Book Value | $ 2,924 | $ 3,288 |
Customer relationships | Industrial operations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 7 years | 7 years |
Gross Carrying Amount | $ 5,300 | $ 5,300 |
Accumulated Amortization | (742) | (174) |
Net Book Value | $ 4,558 | $ 5,126 |
Trade names and trademarks | Industrial operations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 7 years | 7 years |
Gross Carrying Amount | $ 3,430 | $ 3,430 |
Accumulated Amortization | (480) | (113) |
Net Book Value | $ 2,950 | $ 3,317 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Annual Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 3,035 | |
2023 | 12,068 | |
2024 | 10,692 | |
2025 | 8,348 | |
2026 | 2,483 | |
Thereafter | 3,066 | |
Net Book Value | $ 39,692 | $ 48,793 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued loss contingency | $ 4,500 | $ 0 |
Accrued consulting and other professional fees | 1,290 | 438 |
Customer deposit | 0 | 3,000 |
Income taxes payable | 681 | 506 |
Product warranty liability, current | 42 | 84 |
Service contract costs, current | $ 416 | $ 307 |
Operating lease, liability, current, statement of financial position | Total | Total |
Short-term lease liability | $ 1,556 | $ 935 |
Other accrued liabilities | 773 | 957 |
Total | $ 9,258 | $ 6,227 |
STARBOARD INVESTMENT - Series A
STARBOARD INVESTMENT - Series A Redeemable Convertible Preferred Stock Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 18, 2019 d $ / shares shares | Oct. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) director $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) director $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) | Jul. 14, 2023 shares | Dec. 31, 2021 USD ($) director $ / shares | |
Class of Warrant or Right [Line Items] | |||||||||
Required minimum amount held in escrow | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | ||||||
Number of board of directors | director | 7 | 7 | 6 | ||||||
Number of additional directors | director | 2 | 2 | |||||||
Series A embedded derivative liabilities | $ 22,389,000 | $ 22,389,000 | $ 18,448,000 | ||||||
Recapitalization agreement, blocker provision, percent | 4.89% | 4.89% | |||||||
Series A Redeemable Convertible Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Dividends payable, current | $ 0 | $ 0 | 0 | ||||||
Proceeds from issuance of redeemable preferred stock | $ 35,000,000 | ||||||||
Payments of stock issuance costs | 1,300,000 | ||||||||
Proceeds from issuance of preferred stock and preference stock | 8,900,000 | ||||||||
Accretion expense | 1,300,000 | $ 991,000 | 3,700,000 | $ 2,800,000 | |||||
Series A embedded derivative liabilities | 22,400,000 | 22,400,000 | $ 18,400,000 | ||||||
Embedded Derivative | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from issuance of preferred stock and preference stock | 21,200,000 | ||||||||
Minimum | Series A Redeemable Convertible Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Principal amount outstanding | $ 50,000,000 | $ 50,000,000 | |||||||
Redeemable Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Temporary equity, par or stated value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Temporary equity, redemption price (in usd per share) | $ / shares | $ 100 | $ 100 | $ 100 | $ 100 | |||||
Series A warrants | Starboard | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares purchased by warrant | shares | 5,000,000 | ||||||||
Conversion price | $ / shares | $ 3.65 | ||||||||
Series A Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Debt instrument, make-whole premium, percent | 15% | ||||||||
Dividend rate | 8% | 3% | |||||||
Preferred stock, dividend rate, potential increase, percentage | 7% | ||||||||
Preferred stock, dividend rate, percent of stated value | 10% | ||||||||
Preferred stock, dividend rate, percentage, accrual percentage | 3% | ||||||||
Series A Preferred Stock | Starboard | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Conversion price | $ / shares | 3.65 | ||||||||
Percent of closing price to trigger conversion | $ / shares | $ 1.90 | ||||||||
Consecutive trading days | d | 30 | ||||||||
Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from issuance of preferred stock and preference stock | $ 4,800,000 | ||||||||
Forecast | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion | shares | 350,000 |
STARBOARD INVESTMENT - Series_2
STARBOARD INVESTMENT - Series A and B Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||
Jul. 14, 2023 | Feb. 25, 2022 | Nov. 18, 2019 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 04, 2020 | Feb. 25, 2020 | |
Class of Warrant or Right [Line Items] | |||||||
Recapitalization agreement, blocker provision, percent | 4.89% | ||||||
Starboard | |||||||
Class of Warrant or Right [Line Items] | |||||||
Equity method investment ownership | 4.877% | ||||||
Forecast | |||||||
Class of Warrant or Right [Line Items] | |||||||
Recapitalization agreement, exercise period | 5 days | ||||||
Forecast | Series B warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, exercised | 31,506,849 | ||||||
Series A warrants | Forecast | Series A warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock issued during period, warrants, foregone time value | $ 9,000 | ||||||
Series B warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants and rights outstanding | $ 59,700 | $ 96,400 | |||||
Starboard | Series A warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Conversion price | $ 3.65 | ||||||
Warrants and rights outstanding, term | 8 years | ||||||
Warrants and rights outstanding | $ 4,800 | $ 9,400 | $ 11,300 | ||||
Warrants exercised | 0 | ||||||
Number of shares purchased by warrant | 5,000,000 | ||||||
Starboard | Series B warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Conversion price | $ 3.65 | ||||||
Warrants and rights outstanding | $ 533 | ||||||
Warrants exercised | 0 | ||||||
Number of shares purchased by warrant | 100,000,000 | ||||||
Proceeds from issuance of preferred stock and preference stock | $ 4,600 | ||||||
Class of warrant or right, warrants subject to adjustments | 31,506,849 | ||||||
Class of warrant or right, outstanding (in shares) | 68,493,151 | ||||||
Starboard | Maximum | Series A warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued, shares | 5,000,000 | ||||||
Starboard | Maximum | Series B warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Conversion price | $ 5.25 | ||||||
Starboard | Minimum | Series B warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Conversion price | $ 3.65 |
STARBOARD INVESTMENT - Senior S
STARBOARD INVESTMENT - Senior Secured Notes (Details) - USD ($) | 9 Months Ended | ||||||||||||||
Jul. 15, 2022 | Apr. 14, 2022 | Jan. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 29, 2021 | Jun. 30, 2020 | Jun. 04, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Nov. 18, 2019 | |
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Repayments of secured debt | $ 120,000,000 | $ 50,000,000 | |||||||||||||
Redeemable Preferred Stock | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Temporary equity, par or stated value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Series A Redeemable Convertible Preferred Stock | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Dividends payable, current | $ 0 | $ 0 | |||||||||||||
Senior Secured Notes | New Notes | Merton | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Repayments of secured debt | $ 55,000,000 | $ 50,000,000 | $ 15,000,000 | ||||||||||||
Principal amount outstanding | $ 60,000,000 | $ 115,000,000 | $ 165,000,000 | ||||||||||||
Senior Secured Notes | Series A Redeemable Convertible Preferred Stock | Merton | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Dividends payable, current | $ 1,400,000 | 1,300,000 | |||||||||||||
Senior Secured Notes | Securities Purchase Agreement | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Proceeds from issuance of secured debt | $ 115,000,000 | ||||||||||||||
Senior Secured Notes | Securities Purchase Agreement | Merton | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Aggregate outstanding principal amount | $ 115,000,000 | ||||||||||||||
Debt instrument, interest rate during period | 6% | ||||||||||||||
Lender fees | $ 4,600,000 | ||||||||||||||
Senior Secured Notes | Securities Purchase Agreement | New Notes | Merton | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Proceeds from issuance of secured debt | $ 50,000,000 | ||||||||||||||
Repayments of secured debt | $ 50,000,000 | ||||||||||||||
Principal amount outstanding | $ 60,000,000 | $ 180,000,000 | |||||||||||||
Senior Secured Notes | Securities Purchase Agreement | June 2021 Merton Notes | Merton | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Proceeds from issuance of secured debt | $ 30,000,000 | ||||||||||||||
Senior Secured Notes | Securities Purchase Agreement | September 2021 Merton Notes | Merton | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Proceeds from issuance of secured debt | $ 35,000,000 | ||||||||||||||
Senior Secured Notes | Securities Purchase Agreement | June 2020 Approved Investment Notes | |||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||
Repayment of debt | $ 35,000,000 | $ 80,000,000 |
STARBOARD INVESTMENT - Modifica
STARBOARD INVESTMENT - Modifications to Stock and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 04, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Series A Redeemable Convertible Preferred Stock | ||||||
Offsetting Assets [Line Items] | ||||||
Proceeds from issuance of redeemable preferred stock | $ 35,000 | |||||
Series B warrants | ||||||
Offsetting Assets [Line Items] | ||||||
Warrants and rights outstanding | $ 59,700 | $ 59,700 | $ 96,400 | |||
Amortization of debt discount (premium) | 34 | $ 289 | 90 | $ 516 | ||
Series B warrants | Senior Secured Notes | Securities Purchase Agreement | ||||||
Offsetting Assets [Line Items] | ||||||
Warrants and rights outstanding | 1,300 | 1,300 | ||||
Series B warrants | Starboard | ||||||
Offsetting Assets [Line Items] | ||||||
Conversion price | $ 3.65 | |||||
Class of warrant or right, warrants subject to adjustments | 31,506,849 | |||||
Class of warrant or right, outstanding (in shares) | 68,493,151 | |||||
Warrants and rights outstanding | $ 533 | $ 533 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | $ 81,384 | $ 361,778 | |
Embedded derivative, gain (loss) on embedded derivative, net | (1,200) | $ (37,000) | |
Series A Warrant Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value adjustment of warrants | (3,400) | (3,400) | |
Series A Embedded Derivative Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value adjustment of warrants | 63 | ||
Series B Warrant Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value adjustment of warrants | 220 | $ (902) | |
Arix | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | $ 33,800 | ||
Equity Securities | Discount rate | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.03 | ||
Equity Securities | Expected term | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 3 | ||
Equity Securities | Price volatility | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.45 | ||
Series A warrants | Expected term | Black Scholes Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 5.13 | 5.79 | |
Series A warrants | Price volatility | Black Scholes Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.42 | 0.30 | |
Series A warrants | Risk free interest rate | Black Scholes Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.0405 | 0.0133 | |
Series B warrants | Expected term | Scenario 1 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 5.13 | 5.88 | |
Series B warrants | Expected term | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.08 | 0.65 | |
Series B warrants | Price volatility | Scenario 1 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.42 | 0.30 | |
Series B warrants | Price volatility | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.50 | 0.25 | |
Series B warrants | Risk free interest rate | Scenario 1 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.0405 | 0.0134 | |
Series B warrants | Risk free interest rate | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.0279 | 0.0025 | |
Embedded Derivative | Discount rate | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.173 | ||
Embedded Derivative | Expected term | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 5.13 | 5.87 | |
Embedded Derivative | Price volatility | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.42 | 0.30 | |
Embedded Derivative | Risk free interest rate | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.041 | 0.013 | |
Embedded Derivative | Expected dividend rate | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0 | 0 | |
Embedded Derivative | Credit spread | Scenario 2 | Monte Carlo Method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.096 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | Equity securities at fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 81,384 | $ 361,778 |
Assets | Level 1 | Equity securities at fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 81,384 | 113,630 |
Assets | Level 1 | Equity securities at fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 0 | 248,148 |
Assets | Level 3 | Equity securities at fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 91,527 | 126,117 |
Liabilities | Series A warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 9,396 | 11,291 |
Liabilities | Series A embedded derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 22,389 | 18,448 |
Liabilities | Series B warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 59,742 | 96,378 |
Liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 1 | Series A warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 1 | Series A embedded derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 1 | Series B warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 1 | Series A warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 1 | Series A embedded derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 1 | Series B warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Liabilities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 91,527 | 126,117 |
Liabilities | Level 3 | Series A warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 9,396 | 11,291 |
Liabilities | Level 3 | Series A embedded derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 22,389 | 18,448 |
Liabilities | Level 3 | Series B warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | $ 59,742 | $ 96,378 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes to Fair Value Measurement Level 3 (Details) - Liabilities - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative liability, beginning balance | $ 126,117 | $ 79,069 |
Issuance of series warrants | 6,640 | |
Remeasurement to fair value | (34,590) | 203,866 |
Derivative liability, ending balance | 91,527 | 289,575 |
Series A Warrant Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative liability, beginning balance | 11,291 | 0 |
Issuance of series warrants | 6,640 | |
Remeasurement to fair value | (1,895) | 11,887 |
Derivative liability, ending balance | 9,396 | 18,527 |
Series A Embedded Derivative Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative liability, beginning balance | 18,448 | 26,728 |
Issuance of series warrants | 0 | |
Remeasurement to fair value | 3,941 | 14,683 |
Derivative liability, ending balance | 22,389 | 41,411 |
Series B Warrant Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative liability, beginning balance | 96,378 | 52,341 |
Issuance of series warrants | 0 | |
Remeasurement to fair value | (36,636) | 177,296 |
Derivative liability, ending balance | $ 59,742 | $ 229,637 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2019 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Sale of investment at fair value | $ 0 | $ 3,591 | |||
Legal fees | $ 408 | $ 46 | |||
Drive Shack, Inc. | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Payments to acquire investments | $ 2,400 | ||||
Sale of investment at fair value | $ 1,800 | ||||
(Loss) on sale of other investments | $ 515 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 29, 2019 numberOfRenewalOptions | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 02, 2022 ft² | Apr. 01, 2021 | Nov. 10, 2020 ft² | Nov. 01, 2020 ft² | Jan. 07, 2020 ft² | Dec. 31, 2019 ft² | Nov. 28, 2019 ft² | Jun. 07, 2019 ft² | Mar. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Operating lease cost | $ | $ 474,000 | $ 155,000 | $ 1,300,000 | $ 457,000 | |||||||||||||
Income from settlement | $ | 0 | $ 1,200,000 | $ 0 | 0 | $ 338,000 | ||||||||||||
Legal fees | $ | $ 408,000 | 46,000 | |||||||||||||||
PPC Irvine Center Investment, LLC | Printronix | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Remaining lease term | 65 months | ||||||||||||||||
Surety Bond | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Bonds outstanding | $ | $ 100,000 | $ 100,000 | 100,000 | ||||||||||||||
Printronix | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Environmental costs recovered | $ | $ 24,000 | ||||||||||||||||
Legal fees | $ | $ 0 | ||||||||||||||||
Printronix | Dynamics Sing Sdn. Bhd | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Remaining lease term | 48 months | ||||||||||||||||
Printronix | PF Grand Paris | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Remaining lease term | 109 months | ||||||||||||||||
Printronix | Shanghai SongYun Enterprise Management Center | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Remaining lease term | 48 months | ||||||||||||||||
Printronix | HSBC Institutional Trust Services (Singapore) Limited | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Remaining lease term | 36 months | ||||||||||||||||
Building | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Area of office space | 8,600 | 8,293 | |||||||||||||||
Term of lease | 24 months | 60 months | |||||||||||||||
Building | Printronix | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Area of office space | 73,649 | ||||||||||||||||
Building | PPC Irvine Center Investment, LLC | Printronix | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Area of office space | 8,662 | ||||||||||||||||
Building | Printronix | Dynamics Sing Sdn. Bhd | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Area of office space | 52,000 | ||||||||||||||||
Building | Printronix | PF Grand Paris | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Area of office space | 3,045 | ||||||||||||||||
Building | Printronix | Shanghai SongYun Enterprise Management Center | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Area of office space | 2,422 | ||||||||||||||||
Building | Printronix | HSBC Institutional Trust Services (Singapore) Limited | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Area of office space | 4,560 | ||||||||||||||||
Building | First amendment | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Term of lease | 3 years | ||||||||||||||||
Manufacturing Facility | Lease 1 | Printronix | Dynamics Sing Sdn. Bhd | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Number of renewal options | numberOfRenewalOptions | 2 | ||||||||||||||||
Renewal term of lease | 4 years | ||||||||||||||||
Manufacturing Facility | Lease 2 | Printronix | Dynamics Sing Sdn. Bhd | |||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Number of renewal options | numberOfRenewalOptions | 1 | ||||||||||||||||
Renewal term of lease | 2 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2022 | $ 371 | |
2023 | 1,513 | |
2024 | 1,123 | |
2025 | 445 | |
2026 | 232 | |
Thereafter | 58 | |
Total minimum payments | 3,742 | |
Less: short-term lease liabilities | (1,556) | $ (935) |
Long-term lease liabilities | $ 2,186 | $ 2,027 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||||||||
Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 06, 2021 | Mar. 16, 2019 | |
Class of Stock [Line Items] | ||||||||||||||
Treasury stock, shares, acquired | 3,125,819 | |||||||||||||
Treasury stock, value, acquired, cost method | $ 40 | |||||||||||||
Beneficial ownership, maximum ownership allowed, percentage | 4.90% | |||||||||||||
Preferred stock, par or stated value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Treasury stock, shares, acquired | 2,306,700 | 3,262,043 | 2,192,238 | 692,538 | 752,895 | 1,588,820 | 784,104 | 6,146,819 | 2,341,715 | 3,125,819 | 8,453,519 | |||
Common stock purchases | $ 15 | |||||||||||||
Average price paid per share (in usd per share) | $ 4.98 | $ 4.71 | $ 4.59 | $ 4.48 | $ 4.36 | $ 4.85 | $ 5.12 | $ 4.64 | $ 4.69 | $ 4.80 | $ 4.73 | |||
Series B Junior Participating Preferred Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, par or stated value (in usd per share) | $ 0.001 | |||||||||||||
Preferred stock conversion price (in usd per share) | $ 12 | |||||||||||||
Stock repurchase program | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 15 | |||||||||||||
Treasury stock, shares, acquired | 8,453,519 | |||||||||||||
Stock repurchase program, authorized amount | $ 40 | $ 40 | $ 40 |
STOCKHOLDERS_ EQUITY - Stock Re
STOCKHOLDERS’ EQUITY - Stock Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 7 Months Ended | 10 Months Ended | |||||||
Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||||||||||
Total Number of Shares Purchased | 3,125,819 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Total Number of Shares Purchased | 2,306,700 | 3,262,043 | 2,192,238 | 692,538 | 752,895 | 1,588,820 | 784,104 | 6,146,819 | 2,341,715 | 3,125,819 | 8,453,519 |
Average price paid per share (in usd per share) | $ 4.98 | $ 4.71 | $ 4.59 | $ 4.48 | $ 4.36 | $ 4.85 | $ 5.12 | $ 4.64 | $ 4.69 | $ 4.80 | $ 4.73 |
Approximate Dollar Value of Shares that May Yet be Purchased under the Program | $ 11,480 | $ 26,832 | $ 36,901 | $ 3,286 | $ 11,004 |
EQUITY-BASED INCENTIVE PLANS -
EQUITY-BASED INCENTIVE PLANS - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
May 31, 2022 shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Sep. 01, 2019 $ / shares | Jun. 30, 2016 shares | May 31, 2013 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Expiration period | 10 years | |||||
Ownership percent of voting stock | 10% | |||||
Options granted (in shares) | 1,155,000 | |||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 1.19 | |||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ | $ 235 | |||||
Unrecognized stock-based compensation expense | $ | $ 6,700 | |||||
Remaining contractual term, options expected to vest | 2 years | |||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 5 years | |||||
Stock Issuance Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value on grant date, minimum exercise price | 100% | |||||
2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized | 4,750,000 | |||||
Shares available for grant | 112,449 | 625,390 | ||||
2016 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized | 4,500,000 | |||||
Shares available for grant | 5,833,670 | |||||
Number of additional shares authorized | 5,500,000 | |||||
All Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 8,662,005 | |||||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Market Based Service | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
RSAs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested shares vested | (258,232) | |||||
Nonvested shares outstanding | 502,004 | 517,569 | ||||
RSAs | Non-Vested | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of options vested in period | $ | $ 1,200 | |||||
Nonstatutory Options | Discretionary Option Grant Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value on grant date, minimum exercise price | 85% | |||||
Incentive Stock Options | Discretionary Option Grant Program | Less Than 10% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value on grant date, minimum exercise price | 100% | |||||
Incentive Stock Options | Discretionary Option Grant Program | 10% or More | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value on grant date, minimum exercise price | 110% | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Volatility rate | 30% | |||||
Risk free interest rate | 1.85% | |||||
Expected term | 6 years 1 month 9 days | |||||
Expected dividend rate | 0% | |||||
Remaining contractual term, options expected to vest | 8 years 6 months | |||||
Options | Time Based Service | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Options | Time Based Service | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of options vested in period | $ | $ 1,700 | |||||
Nonvested shares vested | (893,733) | |||||
Nonvested shares outstanding | 350,406 | 450,000 | ||||
RSUs | Time Based Service | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
RSUs | Time Based Service | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
RSUs | Market Based Service | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of nonvested options (in usd per share) | $ / shares | $ 1.42 | |||||
Unrecognized stock-based compensation expense | $ | $ 143 | $ 124 | ||||
Restricted stock units | Risk free interest rate | Black Scholes Method | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Debt instrument, measurement input | 0.0138 | |||||
Restricted stock units | Expected term | Monte Carlo Method | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Debt instrument, measurement input | 3 | |||||
Restricted stock units | Price volatility | Black Scholes Method | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Debt instrument, measurement input | 0.38 | |||||
Profits Interests | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of profits interests | $ | $ 591 | $ 591 |
EQUITY-BASED INCENTIVE PLANS _2
EQUITY-BASED INCENTIVE PLANS - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Options | ||
Options granted (in shares) | 1,155,000 | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, options exercisable, vested and expected to vest | $ 518 | |
Weighted Average Remaining Contractual Life | ||
Remaining contractual term, options expected to vest | 2 years | |
Options | ||
Options | ||
Number of options outstanding, beginning (in shares) | 555,417 | |
Options exercised (in shares) | 0 | |
Options forfeited/expired (in shares) | (30,000) | |
Number of options outstanding, ending (in shares) | 1,680,417 | 555,417 |
Options exercisable (in shares) | 262,917 | |
Options expected to vest (in shares) | 1,680,417 | |
Unrecognized stock-based compensation expense | $ 1,527 | |
Weighted average remaining vesting period | 2 years 4 months 24 days | |
Weighted Average Exercise Price | ||
Weighted average exercise price outstanding, beginning (in usd per share) | $ 5.61 | |
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | 3.61 | |
Weighted average exercise price outstanding, options exercised (in usd per share) | 0 | |
Weighted average exercise price outstanding, options forfeited/expired (in usd per share) | 5.75 | |
Weighted average exercise price outstanding, ending (in usd per share) | 4.24 | $ 5.61 |
Weighted average exercise price, options exercisable (in usd per share) | 5.37 | |
Weighted average exercise price outstanding, options vested and expected to vest (in usd per share) | $ 4.24 | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, options outstanding | $ 518 | $ 71 |
Aggregate intrinsic value, options exercised | 0 | |
Aggregate intrinsic value, options forfeited/expired | 0 | |
Aggregate intrinsic value, options exercisable | $ 26 | |
Weighted Average Remaining Contractual Life | ||
Remaining contractual term, options outstanding | 8 years 6 months | 7 years 3 months 18 days |
Remaining contractual term, options exercisable | 5 years 1 month 6 days | |
Remaining contractual term, options expected to vest | 8 years 6 months |
EQUITY-BASED INCENTIVE PLANS _3
EQUITY-BASED INCENTIVE PLANS - Nonvested Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
RSAs | ||
Shares | ||
Number of nonvested shares outstanding, beginning | 517,569 | |
Nonvested shares granted | 296,000 | |
Nonvested shares vested | (258,232) | |
Nonvested shares forfeited | (53,333) | |
Number of nonvested shares outstanding, ending | 502,004 | 517,569 |
Unrecognized stock-based compensation expense | $ 1,571 | |
Weighted Average Grant Date Fair Value | ||
Weighted average exercise price outstanding, beginning (in usd per share) | $ 4.74 | |
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | 3.62 | |
Weighted average exercise price outstanding, options vested (in usd per share) | 4.71 | |
Weighted average exercise price outstanding, options forfeited (in usd per share) | 4.89 | |
Weighted average exercise price outstanding, ending (in usd per share) | $ 4.08 | $ 4.74 |
Weighted average remaining vesting period | 1 year 9 months 18 days | |
RSUs | ||
Shares | ||
Number of nonvested shares outstanding, beginning | 450,000 | |
Nonvested shares vested | (893,733) | |
Nonvested shares forfeited | (450,000) | |
Number of nonvested shares outstanding, ending | 350,406 | 450,000 |
Unrecognized stock-based compensation expense | $ 3,590 | |
Restricted Shares | ||
Nonvested restricted stock outstanding, beginning balance (in shares) | 1,014,166 | |
Nonvested restricted stock granted (in shares) | 709,804 | |
Nonvested restricted stock vested (in shares) | (635,501) | |
Nonvested restricted stock forfeited (in shares) | (53,000) | |
Nonvested restricted stock outstanding, ending balance (in shares) | 1,035,469 | 1,014,166 |
Weighted Average Grant Date Fair Value | ||
Weighted average exercise price outstanding, beginning (in usd per share) | $ 3.73 | |
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | 3.73 | |
Weighted average exercise price outstanding, options vested (in usd per share) | 2.60 | |
Weighted average exercise price outstanding, options forfeited (in usd per share) | 4.13 | |
Weighted average exercise price outstanding, ending (in usd per share) | $ 4.40 | $ 3.73 |
Weighted average remaining vesting period | 2 years |
EQUITY-BASED INCENTIVE PLANS _4
EQUITY-BASED INCENTIVE PLANS - Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 3,288 | $ 1,279 | ||
Time Based Service | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,031 | $ 300 | 3,288 | 1,279 |
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 162 | 28 | 464 | 38 |
RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 294 | 465 | 1,165 | 1,150 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 575 | $ (193) | $ 1,659 | $ 91 |
INCOME_LOSS PER SHARE (Details)
INCOME/LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) attributable to Acacia Research Corporation | $ 28,090 | $ 89,757 | $ (106,679) | $ (55,048) |
Dividend on Series A redeemable convertible preferred stock | (700) | (262) | (2,099) | (785) |
Accretion of Series A redeemable convertible preferred stock | (1,337) | (991) | (3,729) | (2,762) |
Undistributed earnings allocated to participating securities | (5,466) | (15,394) | 0 | 0 |
Net income (loss) attributable to common stockholders - Basic | 20,587 | 73,110 | (112,507) | (58,595) |
Less: Change in fair value of Series A warrants | (3,389) | 63 | 0 | 0 |
Less: Change in fair value of dilutive Series B warrants | (21,766) | (902) | 0 | 0 |
Add: Interest expense associated with Starboard Notes, net of tax | 850 | 1,536 | 0 | 0 |
Add: Undistributed earnings allocated to participating securities | 5,466 | 15,394 | 0 | 0 |
Reallocation of undistributed earnings to participating securities | (217) | (8,893) | 0 | 0 |
Net income (loss) attributable to common stockholders - Diluted | $ 1,531 | $ 80,308 | $ (112,507) | $ (58,595) |
Denominator: | ||||
Weighted average number of shares outstanding - Basic | 38,052,426 | 48,949,504 | 42,830,700 | 48,759,873 |
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 71,164,236 | 93,081,502 | 42,830,700 | 48,759,873 |
Weighted average number of shares outstanding, diluted | 71,164,236 | 93,081,502 | 42,830,700 | 48,759,873 |
Basic net income (loss) per common share (in usd per share) | $ 0.54 | $ 1.49 | $ (2.63) | $ (1.20) |
Diluted net (loss) income per common share (in usd per share) | $ 0.02 | $ 0.86 | $ (2.63) | $ (1.20) |
Anti-dilutive potential common shares excluded from the computation of diluted net income/loss per share: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 69,520,233 | 398,168 | 108,217,890 | 107,230,624 |
Restricted stock units | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 539,989 | 798,356 | 0 | 0 |
Stock options | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 18,397 | 35,815 | 0 | 0 |
Series A warrants | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 1,046,575 | 2,019,724 | 0 | 0 |
Series B warrants | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 31,506,849 | 41,278,103 | 0 | 0 |
Equity-based incentive awards | ||||
Anti-dilutive potential common shares excluded from the computation of diluted net income/loss per share: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,027,082 | 398,168 | 3,217,890 | 2,230,624 |
Series A warrants | ||||
Anti-dilutive potential common shares excluded from the computation of diluted net income/loss per share: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 5,000,000 | 5,000,000 |
Series B warrants | ||||
Anti-dilutive potential common shares excluded from the computation of diluted net income/loss per share: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 68,493,151 | 0 | 100,000,000 | 100,000,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | 2 | ||
General and administrative expenses | $ 15,038 | $ 10,345 | $ 36,813 | $ 23,014 |
Parent Company | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expenses | $ 11,322 | 8,700 | $ 24,033 | 19,000 |
Intellectual property operations | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expenses | $ 1,600 | $ 4,100 |
SEGMENT REPORTING - Segment Inc
SEGMENT REPORTING - Segment Income and Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Revenues | $ 15,878 | $ 1,582 | $ 46,102 | $ 24,785 |
Cost of revenues: | ||||
Inventor royalties | 732 | 1,092 | ||
Contingent legal fees | 1,010 | 2,314 | ||
Litigation and licensing expenses | 939 | 3,272 | ||
Amortization of patents | 2,601 | 7,802 | ||
Cost of sales | 4,648 | 13,432 | ||
Total cost of revenues | 9,930 | 27,912 | ||
Segment gross profit | 5,948 | 18,190 | ||
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 156 | 0 | 491 | 0 |
Sales and marketing expenses - industrial operations | 2,119 | 0 | 6,429 | 0 |
Amortization of intangible assets | 3,000 | 2,600 | 9,100 | 7,100 |
General and administrative expenses | 15,038 | 10,345 | 36,813 | 23,014 |
Operating loss | (11,365) | (12,722) | (25,543) | (16,754) |
Total other income (expense) | 40,440 | 102,490 | (81,216) | (36,857) |
Income (loss) before income taxes | 29,075 | 89,768 | (106,759) | (53,611) |
Parent Company | ||||
Other operating expenses: | ||||
General and administrative expenses | 11,322 | 8,700 | 24,033 | 19,000 |
Operating Segments | ||||
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 156 | 491 | ||
Sales and marketing expenses - industrial operations | 2,119 | 6,429 | ||
Amortization of intangible assets | 433 | 1,299 | ||
General and administrative expenses | 3,283 | 11,481 | ||
Total other operating expenses | 5,991 | 19,700 | ||
Operating loss | (43) | (1,510) | ||
Intellectual property operations | ||||
Revenues: | ||||
Revenues | 6,320 | 16,997 | ||
Cost of revenues: | ||||
Inventor royalties | 732 | 1,092 | ||
Contingent legal fees | 1,010 | 2,314 | ||
Litigation and licensing expenses | 939 | 3,272 | ||
Amortization of patents | 2,601 | 7,802 | ||
Cost of sales | 0 | 0 | ||
Total cost of revenues | 5,282 | 14,480 | ||
Segment gross profit | 1,038 | 2,517 | ||
Other operating expenses: | ||||
General and administrative expenses | $ 1,600 | $ 4,100 | ||
Intellectual property operations | Operating Segments | ||||
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 0 | 0 | ||
Sales and marketing expenses - industrial operations | 0 | 0 | ||
Amortization of intangible assets | 0 | 0 | ||
General and administrative expenses | 1,527 | 5,050 | ||
Total other operating expenses | 1,527 | 5,050 | ||
Operating loss | (489) | (2,533) | ||
Industrial operations | ||||
Revenues: | ||||
Revenues | 9,558 | 29,105 | ||
Cost of revenues: | ||||
Inventor royalties | 0 | 0 | ||
Contingent legal fees | 0 | 0 | ||
Litigation and licensing expenses | 0 | 0 | ||
Amortization of patents | 0 | 0 | ||
Cost of sales | 4,648 | 13,432 | ||
Total cost of revenues | 4,648 | 13,432 | ||
Segment gross profit | 4,910 | 15,673 | ||
Industrial operations | Operating Segments | ||||
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 156 | 491 | ||
Sales and marketing expenses - industrial operations | 2,119 | 6,429 | ||
Amortization of intangible assets | 433 | 1,299 | ||
General and administrative expenses | 1,756 | 6,431 | ||
Total other operating expenses | 4,464 | 14,650 | ||
Operating loss | 446 | 1,023 | ||
License fees | ||||
Revenues: | ||||
Revenues | 6,320 | 16,997 | ||
License fees | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 6,320 | 16,997 | ||
License fees | Industrial operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | ||
Printers and parts | ||||
Revenues: | ||||
Revenues | 3,799 | 11,715 | ||
Printers and parts | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | ||
Printers and parts | Industrial operations | ||||
Revenues: | ||||
Revenues | 3,799 | 11,715 | ||
Consumable products | ||||
Revenues: | ||||
Revenues | 4,710 | 14,308 | ||
Consumable products | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | ||
Consumable products | Industrial operations | ||||
Revenues: | ||||
Revenues | 4,710 | 14,308 | ||
Services | ||||
Revenues: | ||||
Revenues | 1,049 | 3,082 | ||
Services | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | ||
Services | Industrial operations | ||||
Revenues: | ||||
Revenues | $ 1,049 | $ 3,082 |
SEGMENT REPORTING - Assets (Det
SEGMENT REPORTING - Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Fair Value | $ 81,384 | $ 361,778 |
Equity securities without readily determinable fair value | 5,816 | 5,816 |
Investment securities - equity method investments | 72,106 | 30,934 |
Cost | 159,306 | 398,528 |
Other parent assets | 103,602 | 172,726 |
Total assets | 485,269 | 798,856 |
Intellectual property operations | ||
Segment Reporting Information [Line Items] | ||
Total assets | 170,421 | 175,286 |
Industrial operations | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 51,940 | $ 52,316 |
SEGMENT REPORTING - Revenue by
SEGMENT REPORTING - Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 15,878 | $ 1,582 | $ 46,102 | $ 24,785 |
Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 6,320 | 16,997 | ||
Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 9,558 | 29,105 | ||
Americas | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 10,525 | 29,029 | ||
Americas | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 6,312 | 16,383 | ||
Americas | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 4,213 | 12,646 | ||
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 10,307 | 28,249 | ||
United States | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 6,311 | 16,372 | ||
United States | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 3,996 | 11,877 | ||
Canada and Latin America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 218 | 780 | ||
Canada and Latin America | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1 | 11 | ||
Canada and Latin America | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 217 | 769 | ||
Europe, Middle East and Africa | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,282 | 7,677 | ||
Europe, Middle East and Africa | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 0 | 589 | ||
Europe, Middle East and Africa | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,282 | 7,088 | ||
Asia Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 3,071 | 9,396 | ||
Asia Pacific | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 8 | 25 | ||
Asia Pacific | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 3,063 | 9,371 | ||
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,403 | 3,627 | ||
China | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 0 | 0 | ||
China | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,403 | 3,627 | ||
India | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 582 | 2,563 | ||
India | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 0 | 0 | ||
India | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 582 | 2,563 | ||
Asia-Pacific, excluding China and India | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,086 | 3,206 | ||
Asia-Pacific, excluding China and India | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 8 | 25 | ||
Asia-Pacific, excluding China and India | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,078 | $ 3,181 |
SEGMENT REPORTING - Long-lived
SEGMENT REPORTING - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | $ 3,700 | $ 4,183 |
Intellectual property operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 333 | 204 |
Industrial operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 3,367 | 3,979 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 679 | 677 |
United States | Intellectual property operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 333 | 204 |
United States | Industrial operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 346 | 473 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 2,780 | 3,203 |
Malaysia | Intellectual property operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 0 | 0 |
Malaysia | Industrial operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 2,780 | 3,203 |
Other foreign countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 241 | 303 |
Other foreign countries | Intellectual property operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 0 | 0 |
Other foreign countries | Industrial operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | $ 241 | $ 303 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 14, 2023 | Nov. 01, 2022 | Oct. 30, 2022 | Sep. 30, 2022 |
Subsequent Event [Line Items] | ||||
Recapitalization agreement, blocker provision, percent | 4.89% | |||
Forecast | ||||
Subsequent Event [Line Items] | ||||
Convertible preferred stock, shares issued upon conversion | 350,000 | |||
Recapitalization agreement, exercise period | 5 days | |||
Class of warrants or right, recapitalization payment | $ 66,000 | |||
Class of warrants or right, recapitalization payment reduction | 12,700 | |||
Forecast | Series A warrants | Series A warrants | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period, warrants, foregone time value | $ 9,000 | |||
Forecast | Series B warrants | ||||
Subsequent Event [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, exercised | 31,506,849 | |||
Class of warrant or right, exercise price of warrants or rights | $ 5.25 | |||
Class of warrant or right, number of securities called by each warrant or right | 4 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Recapitalization agreement, blocker provision, percent | 4.89% | |||
Class of warrant or right, purchase of common stock, number of shares, multiplier | 25% | |||
Subsequent Event | Series A warrants | ||||
Subsequent Event [Line Items] | ||||
New shares issued | 5,000,000 | |||
Stock issued during period, value, new issues | $ 9,250 | |||
Stock issued during period, exercise price reduction | $ 1.80 | |||
Subsequent Event | Series B warrants | ||||
Subsequent Event [Line Items] | ||||
Recapitalization agreement, blocker provision, percent | 4.89% | |||
Subsequent Event | Forecast | Series B warrants | ||||
Subsequent Event [Line Items] | ||||
Number of shares purchased by warrant | 25,000,000 | |||
Subsequent Event | Forecast | Series B warrants | Minimum | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right, committed share purchases | 15,000,000 |