Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37721 | |
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 | 99,886,322 | |
Amendment Flag | false | |
Entity Central Index Key | 0000934549 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Acacia Research Corporation |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 344,733 | $ 287,786 |
Equity securities | 64,511 | 61,608 |
Equity securities without readily determinable fair value | 5,816 | 5,816 |
Equity method investments | 30,934 | 30,934 |
Accounts receivable, net | 5,896 | 8,231 |
Inventories | 12,375 | 14,222 |
Prepaid expenses and other current assets | 20,182 | 19,388 |
Total current assets | 484,447 | 427,985 |
Property, plant and equipment, net | 2,647 | 3,537 |
Goodwill | 7,541 | 7,541 |
Other intangible assets, net | 27,557 | 36,658 |
Leased right-of-use assets | 1,488 | 2,005 |
Deferred income tax assets, net | 321 | 0 |
Other non-current assets | 5,146 | 5,202 |
Total assets | 529,147 | 482,928 |
Current liabilities: | ||
Accounts payable | 8,530 | 6,036 |
Accrued expenses and other current liabilities | 5,256 | 14,058 |
Accrued compensation | 5,202 | 4,737 |
Royalties and contingent legal fees payable | 1,296 | 699 |
Accrued patent costs | 0 | 9,000 |
Deferred revenue | 1,149 | 1,229 |
Senior secured notes payable | 0 | 60,450 |
Total current liabilities | 21,433 | 87,209 |
Deferred revenue, net of current portion | 497 | 568 |
Series A embedded derivative liabilities | 0 | 16,835 |
Series B warrant liabilities | 0 | 84,780 |
Long-term lease liabilities | 1,535 | 1,873 |
Deferred income tax liabilities, net | 0 | 742 |
Other long-term liabilities | 2,084 | 1,675 |
Total liabilities | 25,549 | 193,682 |
Commitments and contingencies | ||
Series A redeemable convertible preferred stock, par value $0.001 per share; stated value $100 per share; zero and 350,000 shares authorized, issued and outstanding as of September 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of zero and $35,000 as of September 30, 2023 and December 31, 2022, respectively | 0 | 19,924 |
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; 99,886,322 and 43,484,867 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 99 | 43 |
Treasury stock, at cost, 16,183,703 shares as of September 30, 2023 and December 31, 2022 | (98,258) | (98,258) |
Additional paid-in capital | 905,200 | 663,284 |
Accumulated deficit | (314,485) | (306,789) |
Total Acacia Research Corporation stockholders' equity | 492,556 | 258,280 |
Noncontrolling interests | 11,042 | 11,042 |
Total stockholders' equity | 503,598 | 269,322 |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity | $ 529,147 | $ 482,928 |
Treasury Stock, Common, Shares | 16,183,703 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 0 | 350,000 |
Temporary equity, shares issued | 0 | 350,000 |
Temporary equity, shares outstanding | 0 | 350,000 |
Temporary equity, liquidation preference | $ 35,000,000 | |
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 | 99,886,322 | 43,484,867 |
Common stock, shares, issued | 99,886,322 | 43,484,867 |
Redeemable Preferred Stock | ||
Temporary equity, liquidation preference | $ 0 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 10,084 | $ 15,878 | $ 32,791 | $ 46,102 |
Costs and expenses: | ||||
Cost of revenues - intellectual property operations | 9,847 | 9,930 | 28,748 | 27,912 |
Engineering and development expenses - industrial operations | 172 | 156 | 593 | 491 |
Sales and marketing expenses - industrial operations | 1,613 | 2,119 | 5,385 | 6,429 |
General and administrative expenses | 13,872 | 15,038 | 35,338 | 36,813 |
Total costs and expenses | 25,504 | 27,243 | 70,064 | 71,645 |
Operating loss | (15,420) | (11,365) | (37,273) | (25,543) |
Equity securities investments: | ||||
Change in fair value of equity securities | 8,823 | (36,352) | 18,783 | (266,202) |
(Loss) gain on sale of equity securities | 0 | 36,060 | (9,360) | 114,434 |
Earnings on equity investment in joint venture | 3,375 | 850 | 3,375 | 42,935 |
Net realized and unrealized gain (loss) | 12,198 | 558 | 12,798 | (108,833) |
Change in fair value of the Series A and B warrants and embedded derivatives | 1,525 | 41,638 | 8,241 | 34,590 |
(Loss) gain on foreign currency exchange | (70) | (1,905) | 25 | (4,532) |
Interest expense on Senior Secured Notes | (130) | (1,072) | (1,930) | (5,532) |
Interest income and other, net | 4,462 | 1,221 | 12,210 | 3,091 |
Total other income (expense) | 17,985 | 40,440 | 31,344 | (81,216) |
Income (loss) before income taxes | 2,565 | 29,075 | (5,929) | (106,759) |
Income tax benefit (expense) | 197 | (679) | (641) | 14,399 |
Net income (loss) including noncontrolling interests in subsidiaries | 2,762 | 28,396 | (6,570) | (92,360) |
Net income attributable to noncontrolling interests in subsidiaries | (1,126) | (306) | (1,126) | (14,319) |
Net income (loss) attributable to Acacia Research Corporation | 1,636 | 28,090 | (7,696) | (106,679) |
(Loss) income per share: | ||||
Net (loss) income attributable to common stockholders - Basic | $ (1,740) | $ 20,587 | $ (15,703) | $ (112,507) |
Weighted average number of shares outstanding - Basic | 94,328,452 | 38,052,426 | 67,072,835 | 42,830,700 |
Basic net income (loss) per common share (in usd per share) | $ (0.02) | $ 0.54 | $ (0.23) | $ (2.63) |
Net (loss) income attributable to common stockholders - Diluted | $ (3,163) | $ 1,531 | $ (15,703) | $ (112,507) |
Weighted average number of shares outstanding - Diluted | 99,122,973 | 71,164,236 | 67,072,835 | 42,830,700 |
Diluted net income (loss) per common share (in usd per share) | $ (0.03) | $ 0.02 | $ (0.23) | $ (2.63) |
Intellectual property operations | ||||
Revenues: | ||||
Total revenues | $ 1,760 | $ 6,320 | $ 6,330 | $ 16,997 |
Costs and expenses: | ||||
Cost of revenues - intellectual property operations | 5,470 | 5,282 | 15,218 | 14,480 |
Industrial operations | ||||
Revenues: | ||||
Total revenues | 8,324 | 9,558 | 26,461 | 29,105 |
Costs and expenses: | ||||
Cost of revenues - intellectual property operations | $ 4,377 | $ 4,648 | $ 13,530 | $ 13,432 |
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 | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests in Operating Subsidiaries | Treasury Stock, Common |
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 | $ 648,389 | $ (181,724) | $ 11,042 | $ (47,281) | |
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 | 644,329 | (288,403) | 24,775 | (98,258) | |
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 | 646,352 | (316,493) | 25,055 | (86,781) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income including noncontrolling interests in subsidiaries | 28,396 | 28,090 | 306 | ||||
Distributions to noncontrolling interests in subsidiaries | (586) | (586) | |||||
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 | 644,329 | (288,403) | 24,775 | (98,258) | |
Beginning balance (in shares) at Dec. 31, 2022 | 350,000 | 350,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 19,924 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | $ 3,230 | ||||||
Conversion of Series A Redeemable Convertible Preferred Stock to common stock (in shares) | (350,000) | ||||||
Conversion of Series A Redeemable Convertible Preferred Stock to common stock | $ (23,154) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | |||||
Ending balance at Sep. 30, 2023 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 43,484,867 | ||||||
Beginning balance at Dec. 31, 2022 | $ 269,322 | $ 43 | 663,284 | (306,789) | 11,042 | (98,258) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income including noncontrolling interests in subsidiaries | (6,570) | (7,696) | 1,126 | ||||
Distributions to noncontrolling interests in subsidiaries | (1,126) | (1,126) | |||||
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value | (3,230) | (3,230) | |||||
Dividend on Series A Redeemable Convertible Preferred Stock | (1,400) | (1,400) | |||||
Conversion of Series A Redeemable Convertible Preferred Stock to common stock (in shares) | 9,616,746 | ||||||
Conversion of Series A Redeemable Convertible Preferred Stock to common stock | 36,034 | $ 10 | 36,024 | ||||
Stock options exercised (in shares) | 67,500 | ||||||
Issuance of common stock for vesting of restricted stock units (in shares) | 313,351 | ||||||
Issuance of common stock for unvested restricted stock awards, net of forfeitures (in shares) | (34,167) | ||||||
Shares withheld related to net share settlement of share-based awards (in shares) | (137,577) | ||||||
Shares withheld related to net share settlement of share-based awards | (595) | (595) | |||||
Exercise of warrants (in shares) | 31,506,849 | ||||||
Exercise of warrants | 129,493 | $ 31 | 129,462 | ||||
Stock options exercised | 235 | 235 | |||||
Compensation expense for share-based awards | 2,324 | 2,324 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 99,886,322 | ||||||
Ending balance at Sep. 30, 2023 | $ 503,598 | $ 99 | 905,200 | (314,485) | 11,042 | (98,258) | |
Beginning balance (in shares) at Jun. 30, 2023 | 350,000 | ||||||
Beginning balance at Jun. 30, 2023 | $ 23,154 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of Series A Redeemable Convertible Preferred Stock to common stock (in shares) | (350,000) | ||||||
Conversion of Series A Redeemable Convertible Preferred Stock to common stock | $ (23,154) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | |||||
Ending balance at Sep. 30, 2023 | $ 0 | ||||||
Beginning balance (in shares) at Jun. 30, 2023 | 58,754,795 | ||||||
Beginning balance at Jun. 30, 2023 | $ 335,433 | $ 58 | 738,712 | (316,121) | 11,042 | (98,258) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income including noncontrolling interests in subsidiaries | 2,762 | 1,636 | 1,126 | ||||
Distributions to noncontrolling interests in subsidiaries | (1,126) | (1,126) | |||||
Stock and Warrants Issued During Period, shares, Preferred Stock and Warrants | 9,616,746 | ||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 36,034 | $ 10 | 36,024 | ||||
Exercise of Series B warrants (in shares) | 31,506,849 | ||||||
Exercise of Series B warrants | 129,493 | $ 31 | 129,462 | ||||
Stock options exercised (in shares) | 7,932 | ||||||
Issuance of common stock from the Rights Offering, Shares | 15,068,753 | ||||||
Stock options exercised | 29 | 29 | |||||
Rights Offering | 79,111 | $ 15 | 79,096 | ||||
Compensation expense for share-based awards | 973 | 973 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 99,886,322 | ||||||
Ending balance at Sep. 30, 2023 | $ 503,598 | $ 99 | $ 905,200 | $ (314,485) | $ 11,042 | $ (98,258) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss including noncontrolling interests in subsidiaries | $ (6,570) | $ (92,360) |
Adjustments to reconcile net loss including noncontrolling interests in subsidiaries to net cash used in operating activities: | ||
Depreciation and amortization | 10,152 | 10,140 |
Amortization of debt discount and issuance costs | 0 | 90 |
Change in fair value of Series A redeemable convertible preferred stock embedded derivatives | (3,954) | 3,941 |
Change in fair value of Series A warrants | 0 | (1,895) |
Change in fair value of Series B warrants | (2,762) | (36,636) |
Compensation expense for share-based awards | 2,324 | 3,288 |
(Gain) loss on foreign currency exchange | (25) | 4,530 |
Change in fair value of equity securities | (18,783) | 266,202 |
Gain (loss) on sale of equity securities | 9,360 | (114,434) |
Earnings on equity investment in joint venture | (3,375) | (42,935) |
Deferred income taxes | (1,063) | (15,971) |
Changes in assets and liabilities: | ||
Accounts receivable | 2,982 | 2,242 |
Inventories | 1,847 | (4,872) |
Prepaid expenses and other assets | (1,395) | (1,078) |
Accounts payable and accrued expenses | (5,623) | 4,984 |
Royalties and contingent legal fees payable | 597 | 795 |
Deferred revenue | (149) | 371 |
Net cash used in operating activities | (17,962) | (13,598) |
Cash flows from investing activities: | ||
Patent acquisition | 0 | (5,000) |
Purchases of equity securities | (8,678) | (107,537) |
Sales of equity securities | 15,198 | 236,164 |
Distributions received from equity investment in joint venture | 2,249 | 1,178 |
Purchases of property and equipment | (152) | (552) |
Net cash provided by investing activities | 8,617 | 124,253 |
Cash flows from financing activities: | ||
Repurchase of common stock | 0 | (50,988) |
Paydown of Senior Secured Notes | (60,000) | (120,000) |
Dividend on Series A Redeemable Convertible Preferred Stock | (1,400) | (2,099) |
Taxes paid related to net share settlement of share-based awards | (595) | (1,520) |
Proceeds from exercise of stock options | 235 | 0 |
Net cash provided by (used in) financing activities | 66,351 | (174,607) |
Effect of exchange rates on cash and cash equivalents | (59) | (3,535) |
Increase (decrease) in cash and cash equivalents | 56,947 | (67,487) |
Cash and cash equivalents, beginning | 287,786 | 309,361 |
Cash and cash equivalents, ending | 344,733 | 241,874 |
Supplemental schedule of cash flow information: | ||
Interest paid | 2,380 | 5,431 |
Income taxes paid | 722 | 209 |
Noncash investing and financing activities: | ||
Distribution to noncontrolling interests in subsidiaries | 1,126 | 586 |
Gain On Warrant Exercises | (1,525) | 0 |
Series B | ||
Cash flows from financing activities: | ||
Proceeds from Warrant Exercises | 49,000 | 0 |
Rights Offering | ||
Cash flows from financing activities: | ||
Proceeds from Warrant Exercises | $ 79,111 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Acacia Research Corporation (the “Company,” “Acacia,” “we,” “us,” or “our”) is an opportunistic 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 is 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, 2023, we have monetized a majority 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 income through the receipt of royalties. Refer to Note 3 for additional information. Relationship with Starboard Value, LP Our strategic relationship with Starboard Value, LP (“Starboard”), the Company's majority shareholder, provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired. Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities. Recapitalization On October 30, 2022, the Company entered into a Recapitalization Agreement (the “Recapitalization Agreement”) with Starboard and certain funds and accounts affiliated with, or managed by, Starboard (collectively, the “Investors”), 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. Under the Recapitalization Agreement, the Company and Starboard agreed to take certain actions in connection with the Recapitalization, including submitting a proposal for stockholder approval to remove the “4.89% blocker” provision contained in the Company’s Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Amended and Restated Certificate of Designations”). The Company’s stockholders approved the Second Amended and Restated Certificate of Designations (the “Second Amended and Restated Certificate of Designations”) at the Company’s annual meeting of stockholders held on May 16, 2023 which became effective on June 30, 2023. Subsequently, and in accordance with the terms contained in the Second Amended and Restated Certificate of Designations and the Recapitalization Agreement, on July 13, 2023, Starboard converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A Redeemable Convertible Preferred Stock”) into 9,616,746 shares of common stock, which included 27,704 shares of common stock issued in respect of accrued and unpaid dividends (the “Preferred Stock Conversion”). Further to the terms of the Recapitalization Agreement and in accordance with the terms of the Company’s Series B Warrants (the “Series B Warrants”), on July 13, 2023, Starboard also exercised 31,506,849 of the Series B Warrants through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), resulting in the receipt by Starboard of 31,506,849 shares of common stock (the “Series B Warrants Exercise” and, together with the Preferred Stock Conversion, the “Recapitalization Transactions”), the cancellation of $60.0 million aggregate principal amount of the Company’s senior secured notes held by Starboard (as described further in Note 8, the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $55.0 million. As a result of the Recapitalization Transactions, Starboard beneficially owned 61,123,595 shares of common stock as of July 13, 2023, representing approximately 61.2% of the common stock based on 99,886,322 shares of common stock issued and outstanding as of such date. No shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding. Refer to Note 8 for a detailed description of the Recapitalization and the Recapitalization Transactions. Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business The Company through its Patent Licensing, Enforcement and Technologies Business 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 our wholly owned subsidiary Acacia Research Group, LLC, and its wholly-owned subsidiaries (collectively “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. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program. When applicable, we 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, 2023 and the year ended December 31, 2022, ARG did not obtain control of any new patent portfolios. 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 initiative to reduce costs and operate more efficiently and 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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”). 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, 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, 2022, as reported by Acacia in its Annual Report on Form 10-K filed with the SEC on March 17, 2023, 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, 2023, and results of operations and its cash flows for the interim periods presented. The consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year. 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 2023 2022 2023 2022 (In thousands) Paid-up license revenue agreements $ 1,410 $ 6,000 $ 5,385 $ 15,553 Recurring License Revenue Agreements 350 320 945 1,444 Total $ 1,760 $ 6,320 $ 6,330 $ 16,997 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 2023 2022 2023 2022 (In thousands) Printers, consumables and parts $ 7,428 $ 8,509 $ 23,714 $ 26,023 Services 896 1,049 2,747 3,082 Total $ 8,324 $ 9,558 $ 26,461 $ 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 $793,000 and $932,000 in revenue that was previously included in the beginning balance of deferred revenue during the three months ended September 30, 2023 and 2022, respectively. Printronix recognized approximately $2.5 million and $2.8 million in revenue that was previously included in the beginning balance of deferred revenue during the nine months ended September 30, 2023 and 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 $612,000 and $796,000, inclusive of deferred revenue, as of September 30, 2023 and December 31, 2022, respectively. On average, remaining performance obligations as of September 30, 2023 are expected to be recognized over a period of approximately two years. 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 Credit Losses 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 credit losses 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 credit losses established as of September 30, 2023 and December 31, 2022. Industrial Operations Printronix’s accounts receivable are recorded at the invoiced amount and do not bear interest. Printronix performs initial and periodic credit evaluations on customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness. The allowance for credit losses is determined by evaluating individual customer receivables, based on contractual terms, reviewing the financial condition of customers, and from the historical experience of write-offs. Receivable losses are charged against the allowance when management believes the account has become uncollectible. Subsequent recoveries, if any, are credited to the allowance. As of September 30, 2023 and December 31, 2022, Printronix's combined allowance for credit losses and allowance for sales returns was $50,000 and $22,000, respectively. Long-Term Notes Receivable 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. Such unsecured notes were subsequently transferred to Merton Acquisition HoldCo LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merton”) in the first quarter of 2023. The interest rate on the notes is 8.0% per year. We recorded zero and $70,000 during the three months ended September 30, 2023 and 2022, respectively, in interest income related to the notes and $146,000 and $221,000, during the nine months ended September 30, 2023 and 2022, respectively, in interest income related to the notes. During September 2023, the Company assessed the collectability of the limited unsecured notes based on the Adaptix's capability of repaying the limited unsecured notes according to its terms. As such, of the $3.8 million limited unsecured notes and $515,000 in interest receivable, the Company settled $2.0 million and wrote off the remaining limited unsecured notes totaling $2.3 million. As of September 30, 2023 and December 31, 2022, the receivable including interest was $2.0 million and $3.9 million, respectively, and is included in other non-current assets in the consolidated balance sheets. 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 The 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. Refer to Note 11 for additional information. Impairment of Long-lived Assets The Company reviews long-lived assets, patents and other intangible assets for potential impairment annually 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. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over their estimated remaining economic useful life. Estimates of future after-tax cash flows are converted to present value through “discounting,” including an estimated rate of return that accounts for both the time value of money and investment risk factors. Estimated cash inflows are typically based on estimates of reasonable royalty rates for the applicable technology, applied to estimated market data. Estimated cash outflows are based on existing contractual obligations, such as contingent legal fee and inventor royalty obligations, applied to estimated license fee revenues, in addition to other estimates of out-of-pocket expenses associated with a specific patent portfolio’s licensing and enforcement program. The analysis also contemplates consideration of current information about the patent portfolio including, status and stage of litigation, periodic results of the litigation process, strength of the patent portfolio, technology coverage and other pertinent information that could impact future net cash flows. Refer to Note 6 for additional information. Treasury Stock Repurchases 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. Refer to Note 12 for additional information. 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. Stock-Based Compensation The compensation cost for all time-based 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 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 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. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. 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 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 benefit for the three months ended September 30, 2023 is primarily attributable to recognizing an income tax benefit on losses incurred in jurisdictions for which a valuation allowance is not needed. Our income tax expense for the nine months ended September 30, 2023 is primarily attributable to foreign taxes withheld and state income taxes. Our income tax expense for the three and nine months ended September 30, 2022 is primarily comprised of the impact of a partial valuation allowance recorded against our net deferred tax assets. The Company's effective tax rates were (8)% and 2% for the three months ended September 30, 2023 and 2022, respectively. The Company's effective tax rates were 11% and (13)% for the nine months ended September 30, 2023 and 2022, respectively. Our 2023 effective tax rate in each period was lower than the U.S. federal statutory rate primarily due to expiration of foreign tax credits, changes in valuation allowance, as well as non-deductible items. Our 2022 effective tax rate in each period was lower than the U.S. federal statutory rate primarily due to the change in valuation allowance and non-deductible items. 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, 2023 and December 31, 2022. These assets primarily consist of foreign tax credits and net operating loss carryforwards. At September 30, 2023 and December 31, 2022, the Company had total unrecognized tax benefits of approximately $760,000. At September 30, 2023 and December 31, 2022, $760,000 of unrecognized tax benefits were recorded in other long-term liabilities. No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented. At September 30, 2023, if recognized, $760,000 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 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. Recent Accounting Pronouncements Recently 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 Company adopted the update on January 1, 2023. The adoption of the update did not have an impact on the Company's financial position, results of operations or financial statement disclosures. In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Custome |
EQUITY SECURITIES PORTFOLIO INV
EQUITY SECURITIES PORTFOLIO INVESTMENT | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY SECURITIES PORTFOLIO INVESTMENT | EQUITY SECURITIES Equity securities for the periods presented were comprised of the following: Security Type Cost Gross Gross Fair Value (In thousands) September 30, 2023: Equity securities - Life Sciences Portfolio $ 28,498 $ 21,978 $ (103) $ 50,373 Equity securities - other common stock 19,009 2,675 (7,546) 14,138 Total $ 47,507 $ 24,653 $ (7,649) $ 64,511 December 31, 2022: Equity securities - Life Sciences Portfolio $ 28,498 $ 14,815 $ (617) $ 42,696 Equity securities - other common stock 34,885 4 (15,977) 18,912 Total $ 63,383 $ 14,819 $ (16,594) $ 61,608 Equity Securities Portfolio Investment On April 3, 2020, the Company entered into an Option Agreement with LF Equity Income Fund, which included general terms through which the Company was provided the option to purchase the Life Sciences Portfolio for an aggregate purchase price of £223.9 million, approximately $277.5 million at the exchange rate on April 3, 2020. 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, 2023 and December 31, 2022, the total fair value of the remaining Life Sciences Portfolio investment was $76.1 million and $68.4 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. As of September 30, 2023 and December 31, 2022, the Company's investment in Arix was approximately 26%. 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 six 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, 2023, this investment does not meet the significance thresholds for additional summarized income statement disclosures, as defined by the SEC. As of September 30, 2023, the aggregate carrying amount of our Arix investment was $50.4 million, and is included in equity securities 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 2023 2022 2023 2022 (In thousands) Change in fair value of equity securities of public $ 8,187 $ (39,008) $ 7,677 $ (243,106) Gain on sale of equity securities of public — 36,397 — 101,102 Net realized and unrealized gain (loss) $ 8,187 $ (2,611) $ 7,677 $ (142,004) 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. As of September 30, 2023, this investment does not meet the significance thresholds for additional summarized income statement disclosures, as defined by the SEC. During the nine months ended September 30, 2023 and 2022 , our consolidated earnings on equity investment was |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES Printronix's inventories consisted of the following: September 30, 2023 December 31, 2022 (In thousands) Raw materials $ 4,294 $ 4,335 Subassemblies and work in process 2,315 3,045 Finished goods 6,232 7,340 12,841 14,720 Inventory reserves (466) (498) Total inventories $ 12,375 $ 14,222 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 December 31, 2022 (In thousands) Machinery and equipment $ 3,166 $ 3,057 Furniture and fixtures 579 585 Computer hardware and software 488 660 Leasehold improvements 1,018 1,025 5,251 5,327 Accumulated depreciation and amortization (2,604) (1,790) Property, plant and equipment, net $ 2,647 $ 3,537 Total depreciation and amortization expense in the consolidated statements of operations was $330,000 and $329,000 for the three months ended September 30, 2023 and 2022, respectively, and $1.1 million and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively. Our Intellectual Property Operations and parent company include depreciation and amortization in general and administrative expenses. For the three months ended September 30, 2023 and 2022, our Industrial Operations allocated depreciation and amortization, totaling $298,000 and $301,000, respectively, to all applicable operating expense categories, including cost of sales of $99,000 and $104,000, respectively. For the nine months ended September 30, 2023 and 2022, our Industrial Operations allocated depreciation and amortization, totaling $952,000 and $957,000, respectively, to all applicable operating expense categories, including cost of sales of $315,000 and $352,000, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
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: September 30, 2023 December 31, 2022 (In thousands) Beginning balance $ 7,541 $ 7,470 Acquisition of business — — Tax adjustment — 71 Impairment losses — — Ending balance $ 7,541 $ 7,541 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, 2023 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (312,546) $ 18,857 Industrial operations 7 years 3,400 (962) 2,438 Total patents 334,803 (313,508) 21,295 Customer relationships - industrial operations 7 years 5,300 (1,499) 3,801 Trade name and trademarks - industrial operations 7 years 3,430 (969) 2,461 Total $ 343,533 $ (315,976) $ 27,557 December 31, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (304,744) $ 26,659 Industrial operations 7 years 3,400 (597) 2,803 Total patents 334,803 (305,341) 29,462 Customer relationships - industrial operations 7 years 5,300 (931) 4,369 Trade name and trademarks - industrial operations 7 years 3,430 (603) 2,827 Total $ 343,533 $ (306,875) $ 36,658 Total other intangible asset amortization expense in the consolidated statements of operations was $3.0 million for the three months ended September 30, 2023 and 2022, respectively, and $9.1 million for the nine months ended September 30, 2023 and 2022, respectively. The Company did not record charges related to impairment of other intangible assets for the nine months ended September 30, 2023 and 2022. There was no accelerated amortization of other intangible assets for the nine months ended September 30, 2023 and 2022. 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 2023 $ 2,967 2024 10,692 2025 8,347 2026 2,483 2027 1,733 Thereafter 1,335 Total $ 27,557 During the year ended December 31, 2022, ARG entered into an agreement granting ARG the exclusive option to acquire all rights to license and enforce a patent portfolio and all future patents and patent applications, and incurred $15.0 million of certain patent and patent rights costs. As of September 30, 2023 and December 31, 2022, zero and $9.0 million was accrued, respectively and included in accrued expenses and other current liabilities (see Note 7). Three installments of $3.0 million were paid in February, April, and June 2023. The patent costs are included in prepaid expenses and other current assets in the consolidated balance sheet as of September 30, 2023. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 December 31, 2022 (In thousands) Accrued consulting and other professional fees $ 2,099 $ 1,173 Income taxes payable 1,034 474 Product warranty liability, current 32 36 Service contract costs, current 328 280 Short-term lease liability 1,190 1,559 Accrued patent cost (see Note 6) — 9,000 Other accrued liabilities 573 1,536 Total $ 5,256 $ 14,058 |
STARBOARD INVESTMENT
STARBOARD INVESTMENT | 9 Months Ended |
Sep. 30, 2023 | |
Starboard Investment [Abstract] | |
STARBOARD INVESTMENT | STARBOARD INVESTMENT In order to establish a strategic and ongoing relationship between the Company and Starboard, on November 18, 2019, the Company and Starboard entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which Starboard acquired (i) 350,000 shares of Series A Redeemable Convertible Preferred Stock with a stated value of $100 per share, (ii) Series A Warrants to purchase up to 5,000,000 shares of common stock (the “Series A Warrants”) and (iii) Series B Warrants to purchase up to 100,000,000 shares of common stock. On November 12, 2021, the Board formed a Special Committee comprised of directors not affiliated or associated with Starboard in order to explore the possibility of simplifying the Company’s capital structure. Management of the Company believed that the Company’s capital structure, with multiple different series of securities, made it difficult for investors to understand and value the Company and created an impediment to new public investment. As a result, on October 30, 2022, and following the unanimous recommendation of the Special Committee of the Board, the Company entered into the Recapitalization Agreement with Starboard and the Investors in order to simplify the Company’s capital structure, pursuant to which, among other things, (1) effective as of November 1, 2022, the Investors exercised the Series A Warrants in full and received 5,000,000 shares of the Company’s common stock, (2) the Investors purchased 15,000,000 shares of the Company’s common stock pursuant to the Concurrent Private Rights Offering (as defined below) and the Unadjusted Series B Warrants (as defined below) were cancelled, and (3) on July 13, 2023, (a) Starboard converted 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of the Company’s common stock, and (b) Starboard exercised 31,506,849 of the Series B Warrants through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), resulting in the receipt by Starboard of 31,506,849 shares of common stock, the cancellation of $60.0 million aggregate principal amount of the Company’s senior secured notes held by Starboard (as described further below, the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $55.0 million. As a result, Starboard beneficially owned 61,123,595 shares of common stock as of July 13, 2023, representing approximately 61.2% of the common stock based on 99,886,322 shares of common stock issued and outstanding as of such date. Accordingly, no shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding. As applicable, the following discussion of Starboard’s investments in the Company reflect the transactions effected pursuant to the Recapitalization Agreement. Series A Redeemable Convertible Preferred Stock Per its terms, the Series A Redeemable Convertible Preferred Stock could 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) and holders of the Series A Redeemable Convertible Preferred Stock could elect to convert the Series A Redeemable Convertible Preferred Stock into common stock at any time. Further, the Series A Redeemable Convertible Preferred Stock accrued cumulative dividends quarterly at annual rate of 3.0% on the stated value. In connection with an 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 occurred and the Company maintained $35.0 million in escrow. Series A Redeemable Convertible Preferred Stock also could participate on an as-converted basis in any regular or special dividends paid to common stockholders. Upon consummation of the Printronix acquisition in October 2021, $35.0 million was released to the Company from escrow and the dividend rate increased to 8.0% on the stated value. There were no accrued and unpaid dividends as of September 30, 2023 and December 31, 2022. Under the Recapitalization Agreement, the Company and Starboard agreed to take certain actions related to the Series A Preferred Stock in connection with the Recapitalization, including submitting a proposal for stockholder approval to remove the “4.89% blocker” provision contained in the Company's Amended and Restated Certificate of Designations (the "Amendment to the Amended and Restated Certificate of Designations"). The Company’s stockholders approved the Amendment to the Amended and Restated Certificate of Designations at the Company’s annual meeting of stockholders held on May 16, 2023 which became effective on June 30, 2023. Subsequently, and in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, on July 13, 2023, Starboard converted an aggregate amount of 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of common stock, which included 27,704 shares of common stock issued in respect of accrued and unpaid dividends. 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 were 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 classified the Series A Redeemable Convertible Preferred Stock as mezzanine equity as the instrument would become redeemable at the option of the holder in various scenarios or otherwise on November 15, 2027. As it was probable that the Series A Redeemable Convertible Preferred Stock would become redeemable, the Company accreted the instrument to its redemption value using the effective interest method and recognized any changes against additional paid in capital in the absence of retained earnings. The Company determined that upon entering into the Recapitalization Agreement, the Series A Redeemable Convertible Preferred Stock was not modified related to the redemption, as such action was subject to the receipt of stockholder approval at the Company’s next annual meeting of stockholders. Accordingly, the Series A Redeemable Convertible Preferred Stock continued to be classified as temporary equity and continued to be accreted to its redemption value to the earliest redemption date of November 15, 2024. Accretion for the three months ended September 30, 2023 and 2022 was zero and $1.3 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $3.2 million and $3.7 million, respectively. 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 was adjusted to reflect fair value at each period end with changes in fair value recorded as 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. In connection with the Recapitalization Agreement, the Company determined that the embedded features would continue to be bifurcated from the host Series A Redeemable Convertible Preferred Stock and accounted for separately as a compound derivative. Following Starboard’s conversion of its of 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of common stock, which included 27,704 shares of common stock issued in respect of accrued and unpaid dividends, on July 13, 2023, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding. As a result, as of September 30, 2023 and December 31, 2022, the fair value of the Series A embedded derivative was zero and $16.8 million, respectively. 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 5,000,000 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. On November 1, 2022, the Series A Warrants were fully exercised, and the Company recognized the common stock issued at its fair value in equity and an approximate $2.0 million charge as a component of the change in fair value of the Series A Warrants in other expense, which resulted in a fair value of zero. In accordance with the terms of the Recapitalization Agreement, effective as of November 1, 2022, the Investors consummated the Series A Warrants Exercise (exercising 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 $9.3 million, which amount represents a reduction in the exercise price to account for a negotiated settlement by the parties to account for the forgone time value of money of the Series A Warrants. As of September 30, 2023, no Series A Warrants were issued or outstanding. 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 100,000,000 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 the Notes (as defined below). The Company issued the Series B Warrants for an aggregate purchase price of $4.6 million. The Series B Warrants had an expiration date of 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 were 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”). During the third quarter of 2022, the cash exercise feature of the Unadjusted Series B Warrants expiration date of August 25, 2022 was extended to October 28, 2022. On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for the related 68,493,151 warrants. In March 2023, the Unadjusted Series B Warrants were cancelled immediately following the completion of the Rights Offering (as described below). During the three months ended September 30, 2023, the remaining 31,506,849 Series B Warrants were exercised. As stated in Note 1 above, further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, on July 13, 2023, Starboard completed the Series B Warrants Exercise. Pursuant to the Series B Warrants Exercise, the Company cancelled $60.0 million aggregate principal amount of Senior Secured Notes held by Starboard and received aggregate gross proceeds of approximately $55.0 million. At the closing of the Series B Warrants Exercise, the Company paid to Starboard an aggregate amount of $66.0 million (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 was paid through a reduction in the exercise price of the Series B Warrants). The Recapitalization Payment effectively modified the exercise price of the Series B Warrants. Upon the Series B Warrants Exercise, the Investors exercised the Series B Warrants at a reduced price and the Company issued an aggregate of 31,506,849 shares of the Company’s common stock to the Investors in consideration of their cash payment and cancellation of any outstanding Senior Secured Notes. 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. In connection with the Recapitalization Agreement and related warrant modification, the Company recognized the incremental fair value as a component of the change in fair value of the Series B Warrants in other expense as of December 31, 2022. The Series B Warrants were recognized at fair value at each reporting period until exercised, with changes in fair value recognized in other income or (expense) in the consolidated statements of operations. As of September 30, 2023, no Series B warrants were issued or outstanding. As of September 30, 2023 and December 31, 2022, the total fair value of the Series B Warrants was zero and $84.8 million, respectively. 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 senior secured notes (the "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 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 bore interest at a rate of 6.00% per annum and had an initial maturity date of December 31, 2020. The New Notes were fully guaranteed by the Company and were 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) were deemed to be “Notes” for purposes of the Securities Purchase Agreement, (ii) were 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) were deemed to be “Notes” for the purposes of the Series B Warrants, and therefore could 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 could 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 would 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, as amended (as described below), were 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 zero and $450,000 of accrued and unpaid interest on the New Notes as of September 30, 2023 and December 31, 2022, 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 could not 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 (such remaining New Notes also referred to as the Senior Secured Notes). On July 13, 2023 pursuant to the Series B Warrants Exercise, the Company cancelled the remaining $60.0 million aggregate principal amount outstanding of the Senior Secured Notes. As of September 30, 2023, no Senior Secured Notes were issued or outstanding. As a result, the total principal amount outstanding of Senior Secured Notes as of September 30, 2023 and December 31, 2022 was zero and $60.0 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 were 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 and nine months ended September 30, 2023, no amount was amortized to interest expense as the discount was fully amortized during the quarter ended September 30, 2022. For the three and nine months ended September 30, 2022, $34,000 and $90,000, respectively, was amortized to interest expense. Rights Offering and Concurrent Private Rights Offering On February 14, 2023, pursuant to the requirements of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the Company commenced a rights offering (the “Rights Offering”). Under the terms of the Rights Offering, the Company distributed non-transferable subscription rights to record holders (“Eligible Securityholders”) of the Company’s common stock held as of 5 p.m. Eastern time on February 13, 2023, the record date for the Rights Offering. The subscription period for the Rights Offering terminated at 5 p.m. Eastern time on March 1, 2023 (the “Expiration Time”). Pursuant to the Rights Offering, Eligible Securityholders received one non-transferable subscription right (a “Subscription Right”) for every four shares of common stock owned by such Eligible Securityholders. Each Subscription Right entitled an Eligible Securityholder to purchase, at such Eligible Securityholder’s election, one share of common stock at a price of $5.25 per share (the “Subscription Price”). The Investors received private subscription rights to purchase up to 28,647,259 shares of common stock at the Subscription Price pursuant to a concurrent private rights offering (the “Concurrent Private Rights Offering”) in connection with their ownership of common stock and, on an as-converted basis, the Company’s Series B Warrants and shares of the Company’s Series A Redeemable Convertible Preferred Stock. The private subscription rights provided to the Investors pursuant to the Concurrent Private Rights Offering were on substantially the same terms as the Subscription Rights, and were distributed substantially concurrently with the distribution of the Subscription Rights and expired at the Expiration Time. In connection with the Rights Offering, Starboard purchased 15,000,000 shares of common stock. The Company determined that upon entering into the Recapitalization Agreement on October 30, 2022, the Rights Offering and Concurrent Private Rights Offering and related commitment required no recognition in the Company's financial statements. The Company recognized the proceeds received from the sale of the shares in equity when the sale occurred. The Company received aggregate gross proceeds of approximately $361,000 from the Rights Offering and aggregate gross proceeds of approximately $78.8 million from the Concurrent Private Rights Offering and issued an aggregate of 15,068,753 shares of common stock. The Rights Offering was made pursuant to a prospectus supplement to the Company’s shelf registration statement on Form S-3 (No. 333-249984), filed with the SEC on February 14, 2023. 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 of the Company will include at least two (2) directors that are independent of, and not affiliates (as defined in Rule 144 of the Securities Exchange Act of 1934, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T. Kohlberg satisfying this initial condition under the Recapitalization Agreement. The parties also agreed that Katharine Wolanyk would 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, the Company appointed Gavin Molinelli as a member and as Chair of the Board. The Company and Starboard also agreed that, following the closing of the Series B Warrants Exercise until the end of the Applicable Period, the number of directors serving on the Board will not exceed 10 members. Other Provisions of the Recapitalization Agreement On February 14, 2023, the Company entered into an amended and restated Registration Rights Agreement with Starboard as contemplated by the Recapitalization Agreement. Pursuant to the amended Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale of the shares of common stock, issuable or issued to Starboard pursuant to or in accordance with Section 1.1 of the Recapitalization Agreement, including the shares issued to Starboard in the Concurrent Private Rights Offering, within 90 days after a written request made prior to the first anniversary of the Closing Date (as defined in the Registration Rights Agreement). The Registration Rights Agreement also provides Starboard with additional rights to require that the Company file a registration statement in other circumstances. The Registration Rights Agreement includes other customary terms. 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 Recapitalization Agreement also provided that, effective as of the later of the closing of the Recapitalization Transactions and the date on which no Senior Secured 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 (the "Governance Agreement"), shall be automatically terminated and of no further force and effect without any further action by any party thereto. As a result of the closing of the Recapitalization Transactions, the Securities Purchase Agreement and the Governance Agreement have been terminated and are of no further force and effect. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and December 31, 2022: Equity Securities. 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, 2023, the aggregate carrying amount of this investment was $50.4 million, and is included in equity securities, in the consolidated balance sheet ( r efer to Note 3 for additional information). Series B Warrants. Series B Warrants are recorded at fair value, using a Black-Scholes option-pricing model (Level 3). On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for such warrants (refer to Note 8 for additional information). On July 13, 2023, further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the remaining Series B Warrants were exercised, which also resulted in a fair value of zero as of September 30, 2023 (refer to Note 8 for additional information). The fair value of the remaining Series B Warrants as of December 31, 2022 was estimated based on the following significant assumptions: volatility of 53 percent, risk-free rate of 4.76 percent, term of 0.54 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. During the quarter ended December 31, 2022 in connection with the Recapitalization Agreement, the Company changed its methodology from a binomial lattice framework to an as-converted value (Level 3), based on an expected Series A Redeemable Convertible Preferred Stock conversion date on or prior to July 14, 2023 (refer to Note 8 for additional information). 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. Prior to December 31, 2022, the selected volatility, as described herein, represented 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. Prior to December 31, 2022, the assumed base case term used in the valuation models was the period remaining until November 15, 2027, the Series A Redeemable Convertible Preferred Stock maturity date. The risk-free interest rate was 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. On July 13, 2023, in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, Starboard converted the Series A Redeemable Convertible Preferred Stock into common stock, which resulted in a fair value of zero as of September 30, 2023 (refer to Note 8 for additional information). The fair value of the embedded derivative as of December 31, 2022 was estimated based on the following significant assumptions: coupon rate of 8.00 percent, conversion ratio of 27.40, conversion date of July 14, 2023 and a discount rate of 16.30 percent. 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, 2023: Equity securities $ 64,511 $ — $ — $ 64,511 December 31, 2022: Equity securities $ 61,608 $ — $ — $ 61,608 Liabilities September 30, 2023: Series A embedded derivative liabilities $ — $ — $ — $ — Series B warrants — — — — Total $ — $ — $ — $ — December 31, 2022: Series A embedded derivative liabilities $ — $ — $ 16,835 $ 16,835 Series B warrants — — 84,780 84,780 Total $ — $ — $ 101,615 $ 101,615 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, 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 Balance at December 31, 2022 $ — $ 16,835 $ 84,780 $ 101,615 Exercise of warrants — — (82,018) (82,018) Conversion of redeemable convertible preferred stock — (12,881) — (12,881) Remeasurement to fair value — (3,954) (2,762) (6,716) Balance at September 30, 2023 $ — $ — $ — $ — For the three months ended September 30, 2023, as Starboard converted the Series A Redeemable Convertible Preferred stock into common and the remaining Series B warrants were exercised on July 13, 2023, the fair value of Series A Redeemable Convertible Preferred stock and Series B warrants is zero. For the three months ended September 30, 2022, 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, 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, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company reimbursed an aggregate amount of zero and $46,000 during the nine months ended September 30, 2023 and 2022, respectively, to a former executive officer in connection with legal fees incurred following such officer’s departure from the Company. During the nine months ended September 30, 2023 the Company entered into a Loan Facility ("Loan Facility") of $1.8 million with a private portfolio company. The Loan Facility bore an interest rate of 9.5% per annum. We recorded $51,000 in interest income during the nine months ended September 30, 2023. The receivable is included in other non-current assets in the consolidated balance sheets. Refer to Note 8 for information about the Recapitalization Agreement with Starboard. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
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 December 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. On June 23, 2023, the Company notified the landlord of its election to early terminate the lease effective as of March 31, 2024, pursuant to the terms set forth in the lease. In connection with such early termination election, the Company paid the landlord a termination payment as set forth in the lease. During September 2023, we entered into a fourth amendment of the New York office lease, which provides for (among other things): (a) the surrender a portion of the premises (Unit 602) effective as of March 31, 2024; (b) the rescission of the early termination election as it relates to the remaining portion of the premises (Unit 601); (c) an extension of the lease term with respect to Unit 601 for 40 months commencing on April 1, 2024 and expiring on July 31, 2027; and (d) annual rent increases, with no right to early terminate or extend the lease. 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 July 26, 2023, Printronix entered into a lease agreement to renew the lease for another 24 months commencing on December 29, 2023. • 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. • 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 it 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. The Company's operating lease costs were $293,000 and $474,000 for the three months ended September 30, 2023 and 2022, respectively, and $881,000 and $1.3 million for the nine months ended September 30, 2023 and 2022, 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, 2023 (in thousands): Years Ending December 31, Remainder of 2023 $ 382 2024 940 2025 631 2026 531 2027 241 Thereafter — Total minimum payments 2,725 Less: short-term lease liabilities (1,190) Long-term lease liabilities $ 1,535 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. On September 6, 2019, Slingshot Technologies, LLC (“Slingshot”), filed a lawsuit in Delaware Chancery Court against the Company and ARG (collectively, the “Acacia Entities”), Monarch Networking Solutions LLC (“Monarch”), Acacia board member Katharine Wolanyk, and Transpacific IP Group, Ltd. (“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. On November 18, 2022, the Acacia Entities and Transpacific filed motions for summary judgment on Slingshot’s claims. Slingshot filed its opposition to the summary judgment motions on December 23, 2022, and the Acacia Entities and Transpacific filed their replies on January 10, 2023. The Chancery Court took off calendar the two-day trial on liability that had been scheduled for April 18–19, 2023, and instead set the hearing on the summary judgment motions for April 19, 2023. On April 19, 2023, the Chancery Court heard oral argument and took the summary judgment motions under advisement. On July 26, 2023, the Court held a telephonic hearing during which it delivered its ruling on the motions for summary judgment. The Court granted Transpacific’s motion and deferred ruling on the Acacia Entities’ motion pending further briefing as to whether the Court has subject matter jurisdiction. On September 14, 2023, the Acacia Entities and Slingshot filed a joint submission with the Chancery Court agreeing to proceed in Delaware Superior Court based on the Chancery Court’s apparent lack of subject matter jurisdiction over the remaining claims, and on September 21, 2023, the Chancery Court issued an order transferring the case to Delaware Superior Court. The Acacia Entities and Slingshot share the view that the case meets the qualifications for assignment to the Complex Commercial Litigation Division of the Superior Court and their intent to designate the matter for such assignment following transfer of the case. The parties are currently awaiting directions from the Delaware Superior Court regarding next steps, but anticipate that the Superior Court will likely begin by considering and issuing a ruling on the Acacia Entities’ summary judgment motion, which ruling the Chancery Court deferred prior to the transfer of the matter to Superior Court. Guarantees and Indemnifications Acacia and 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 material payments related to these guarantees and indemnities. Acacia estimates the fair value of its indemnification obligations to be immaterial based on this history and therefore, have not recorded any material 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 as of September 30, 2023. 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, 2023 and December 31, 2022, 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, 2023 , Printronix has incurred no related legal fees. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
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. There were no stock repurchases for the nine months ended September 30, 2023. On November 9, 2023, the Board approved a stock repurchase program for up to $20.0 million, subject to a cap of 5,800,000 shares of common stock. The repurchase authorization has no time limit and does 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. There have been no stock repurchases under the above mentioned repurchase program. 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 Charter Provision 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. 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, 2023 | |
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 restricted stock units with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. The 2013 Plan expired in May 2023, therefore, Acacia exclusively grants awards under the 2016 Plan. Except as noted below, the terms and provisions of the Plans are identical in all material respects. Acacia’s compensation committee administers the Plans. The compensation committee determines which eligible individuals are to receive option grants, stock issuances or restricted stock units under the Plans, 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, stock issuance or restricted stock units and the maximum term for which any granted option is to remain outstanding. The exercise price of options is 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 years and restricted shares and restricted stock units with time-based vesting generally vest in full after 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 under the 2016 Plan shall have full stockholder rights with respect to any shares of common stock issued to them under the Stock Issuance Program once those shares are vested, and under the 2013 Plan, had full stockholder rights with respect to any shares of common stock issued to them under the Stock Incentive Program, whether or not their interest in those shares was vested. Accordingly, once full stockholder rights are obtained, the eligible individuals shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. 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 100% 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). Discretionary Restricted Stock Unit Grant Program . Under the discretionary restricted stock unit program, Acacia's compensation committee may grant restricted stock units to eligible individuals, which vest upon the attainment of performance milestones or the completion of a specified period of service. During June 2023, Acacia's compensation committee adopted a long-term incentive program to incentivize and reward employees, including members of the Company's executive leadership team, for driving Acacia's performance over the longer-term and to align employees and shareholders. Under the long-term incentive program, Acacia's compensation committee granted RSUs subject to time-based vesting requirements and PSUs subject to performance-based vesting requirements to employees of the parent company, including the Company's interim Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and General Counsel. The grants are generally intended to cover two years of annual grants (fiscal years 2023 and 2024). The number of shares of common stock initially reserved for issuance under the 2013 Plan was 4,750,000 shares. The 2013 Plan has expired, and while awards remain outstanding under the 2013 Plan, no new awards may be granted under the 2013 Plan. The stock issued, or issuable pursuant to still-outstanding awards, 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. 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, which were transferred into the 2016 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, 2023, there were 1,355,726 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 2016 Plan at any time, subject to any required stockholder approval. As of September 30, 2023, there are 5,868,201 shares of common stock reserved for issuance under the 2016 Plan. 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, 2022 1,310,417 $ 4.29 $ 535 8.0 years Granted 243,319 $ 4.27 $ — Exercised (67,500) $ 3.48 $ 57 Forfeited/Expired (378,049) $ 4.76 $ 72 Outstanding at September 30, 2023 1,108,187 $ 4.18 $ 28 8.1 years Exercisable at September 30, 2023 309,999 $ 4.67 $ 10 6.6 years Vested and expected to vest at September 30, 2023 1,108,187 $ 4.18 $ 28 8.1 years Unrecognized stock-based compensation expense at September 30, 2023 (in thousands) $ 897 Weighted average remaining vesting period at September 30, 2023 2.1 years Stock options granted in 2023 are time-based and will vest in full after three years. During the nine months ended September 30, 2023 , the Company granted 243,319 stock options at a weighted average grant-date fair value of $2.10 per share using the Black-Scholes option-pricing model. The fair value was estimated based on the following weighted average assumptions: volatility of 46 percent, risk-free interest rate of 3.67 percent, term of 6.00 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, 2023 was $309,000. The following table summarizes nonvested restricted stock activity for the Plans: RSAs RSUs PSUs Shares Weighted Units Weighted Units Weighted Nonvested at December 31, 2022 406,001 $ 4.02 842,302 $ 4.42 — $ — Granted — $ — 1,116,875 $ 4.34 1,981,464 $ 4.61 Vested (178,169) $ 4.10 (313,351) $ 4.59 — $ — Forfeited (34,167) $ 4.38 (223,002) $ 4.38 — $ — Nonvested at September 30, 2023 193,665 $ 3.87 1,422,824 $ 4.32 1,981,464 $ 4.61 Unrecognized stock-based compensation expense at September 30, 2023 (in thousands) $ 503 $ 4,830 $ — Weighted average remaining vesting period at September 30, 2023 1.3 years 2.1 years zero years RSUs granted in 2023 are time-based and will vest in full after one nine months ended September 30, 2023, RSAs and RSUs totaling 491,520 shares were vested and 137,577 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 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 prior period end. The remaining units fully vested on September 3, 2022. Compensation expense for RSUs with market-based vesting conditions for the nine months ended September 30, 2023 and 2022, was zero and $143,000, respectively. PSUs granted in 2023 can be earned based upon the level of achievement of the Company's compound annual growth rate of its adjusted book value per share, measured over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. The number of PSUs granted in 2023 that can be earned ranges from 0% to 200% of the target number of PSUs granted (up to a maximum of 750,000 shares per recipient of Acacia's common stock). Such number of PSUs that are ultimately earned and eligible to vest will generally become vested on the third anniversary of the grant date subject to continued employment through such date. The Company has not recorded any expense related to the PSUs based on the probability assessment performed as of September 30, 2023. Compensation expense for share-based awards recognized in general and administrative expenses was comprised of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (In thousands) Options $ 126 $ 162 $ 275 $ 464 RSAs 112 294 507 1,165 RSUs 735 575 1,542 1,659 Total compensation expense for share-based awards $ 973 $ 1,031 $ 2,324 $ 3,288 Total unrecognized stock-based compensation expense as of September 30, 2023 was $6.2 million, which will be amortized over a weighted average remaining vesting period of 2.1 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, 2023 and December 31, 2022, the PIUs totaled $1.0 million and $591,000, respectively, 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, 2023 | |
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 2023 2022 2023 2022 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to Acacia Research Corporation $ 1,636 $ 28,090 $ (7,696) $ (106,679) Dividend on Series A redeemable convertible preferred stock — (700) (1,400) (2,099) Accretion of Series A redeemable convertible preferred stock — (1,337) (3,230) (3,729) Return on settlement of Series A redeemable convertible (3,377) — (3,377) — Undistributed earnings allocated to participating securities — (5,466) — — Net (loss) income attributable to common stockholders - Basic (1,740) 20,587 (15,703) (112,507) Add: Dividend on Series A redeemable convertible preferred — — — — Add: Accretion of Series A redeemable convertible preferred — — — — Less: Change in fair value of Series A redeemable — — — — Less: Change in fair value of Series A warrants — (3,389) — — Less: Change in fair value of dilutive Series B warrants — (21,766) — — Less: Gain on exercise of Series B warrants (1,525) — — — Add: Interest expense associated with Starboard Notes, 102 850 — — Add: Undistributed earnings allocated to participating — 5,466 — — Reallocation of undistributed earnings to participating — (217) — — Net (loss) income attributable to common stockholders - Diluted $ (3,163) $ 1,531 $ (15,703) $ (112,507) Denominator: Weighted average shares used in computing net (loss) income 94,328,452 38,052,426 67,072,835 42,830,700 Potentially dilutive common shares: Series A Redeemable Convertible Preferred Stock — — — — Restricted stock units — 539,989 — — Stock options — 18,397 — — Series A Warrants — 1,046,575 — — Series B Warrants 4,794,521 31,506,849 — — Weighted average shares used in computing net (loss) income 99,122,973 71,164,236 67,072,835 42,830,700 Basic net (loss) income per common share $ (0.02) $ 0.54 $ (0.23) $ (2.63) Diluted net (loss) income per common share $ (0.03) $ 0.02 $ (0.23) $ (2.63) Anti-dilutive potential common shares excluded from the Equity-based incentive awards 3,894,709 1,027,082 4,706,140 3,217,890 Series A warrants — — — 5,000,000 Series B warrants — 68,493,151 31,506,849 100,000,000 Total 3,894,709 69,520,233 36,212,989 108,217,890 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | Nine Months Ended September 30, 2023 2022 Intellectual Property Operations Industrial Operations Total Intellectual Property Operations Industrial Operations Total (In thousands) Revenues: License fees $ 6,330 $ — $ 6,330 $ 16,997 $ — $ 16,997 Printers and parts — 9,640 9,640 — 11,715 11,715 Consumable products — 14,074 14,074 — 14,308 14,308 Services — 2,747 2,747 — 3,082 3,082 Total revenues 6,330 26,461 32,791 16,997 29,105 46,102 Cost of revenues: Inventor royalties 863 — 863 1,092 — 1,092 Contingent legal fees 890 — 890 2,314 — 2,314 Litigation and licensing expenses 5,663 — 5,663 3,272 — 3,272 Amortization of patents 7,802 — 7,802 7,802 — 7,802 Cost of sales — 13,530 13,530 — 13,432 13,432 Total cost of revenues 15,218 13,530 28,748 14,480 13,432 27,912 Segment gross (loss) profit (8,888) 12,931 4,043 2,517 15,673 18,190 Other operating expenses: Engineering and development expenses — 593 593 — 491 491 Sales and marketing expenses — 5,385 5,385 — 6,429 6,429 Amortization of intangible assets — 1,299 1,299 — 1,299 1,299 General and administrative expenses 5,317 5,444 10,761 5,050 6,431 11,481 Total other operating expenses 5,317 12,721 18,038 5,050 14,650 19,700 Segment operating (loss) income $ (14,205) $ 210 (13,995) $ (2,533) $ 1,023 (1,510) Parent general and administrative expenses 23,278 24,033 Operating loss (37,273) (25,543) Total other income (expense) 31,344 (81,216) Loss before income taxes $ (5,929) $ (106,759) September 30, 2023 December 31, 2022 (In thousands) Equity securities investments: Equity securities $ 64,511 $ 61,608 Equity securities without readily determinable fair value 5,816 5,816 Equity method investments 30,934 30,934 Total parent equity securities investments 101,261 98,358 Other parent assets 222,246 156,394 Segment total assets: Intellectual property operations 158,603 176,119 Industrial operations 47,037 52,057 Total assets $ 529,147 $ 482,928 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn November 1, 2023, Merton entered into an agreement (the “Arix Shares Purchase Agreement”) with RTW Biotech Opportunities Ltd. ("RTW Bio") to sell its shares of Arix to RTW Bio for a purchase price of $57,078,670 (which represents a purchase price of 1.43 British pound per share, based on the exchange rate on the date that the parties agreed to the purchase price), conditioned solely upon RTW Bio receiving the necessary approval from the United Kingdom’s Financial Conduct Authority to acquire indirect control as defined for the purposes of the UK change in control regime under the Financial Services and Markets Act 2000 in Arix Capital Management Limited (the “Condition”). Per the terms of the Arix Shares Purchase Agreement, the transaction contemplated thereby will close following the satisfaction of the Condition; provided, that, if the Condition is not satisfied by March 31, 2024 (as well as upon other termination triggers as set forth in such agreement), the Arix Shares Purchase Agreement will terminate. On November 13, 2023, the Company, through its wholly owned subsidiary Benchmark Energy II Holdings LLC, invested $10.0 million to acquire a 50.4% equity interest in Benchmark Energy II, LLC (“Benchmark”), an independent oil and gas company engaged in the acquisition, production and development of oil and gas assets in mature resource plays in Texas and Oklahoma. Through its investment in Benchmark, the Company will, under the oversight of the Benchmark management team, evaluate future growth and acquisitions of oil and gas assets at attractive valuations. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | ||
Description of Business | DESCRIPTION OF BUSINESS Acacia Research Corporation (the “Company,” “Acacia,” “we,” “us,” or “our”) is an opportunistic 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 is 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, 2023, we have monetized a majority 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 income through the receipt of royalties. Refer to Note 3 for additional information. Relationship with Starboard Value, LP Our strategic relationship with Starboard Value, LP (“Starboard”), the Company's majority shareholder, provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired. Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities. Recapitalization On October 30, 2022, the Company entered into a Recapitalization Agreement (the “Recapitalization Agreement”) with Starboard and certain funds and accounts affiliated with, or managed by, Starboard (collectively, the “Investors”), 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. Under the Recapitalization Agreement, the Company and Starboard agreed to take certain actions in connection with the Recapitalization, including submitting a proposal for stockholder approval to remove the “4.89% blocker” provision contained in the Company’s Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Amended and Restated Certificate of Designations”). The Company’s stockholders approved the Second Amended and Restated Certificate of Designations (the “Second Amended and Restated Certificate of Designations”) at the Company’s annual meeting of stockholders held on May 16, 2023 which became effective on June 30, 2023. Subsequently, and in accordance with the terms contained in the Second Amended and Restated Certificate of Designations and the Recapitalization Agreement, on July 13, 2023, Starboard converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series A Redeemable Convertible Preferred Stock”) into 9,616,746 shares of common stock, which included 27,704 shares of common stock issued in respect of accrued and unpaid dividends (the “Preferred Stock Conversion”). Further to the terms of the Recapitalization Agreement and in accordance with the terms of the Company’s Series B Warrants (the “Series B Warrants”), on July 13, 2023, Starboard also exercised 31,506,849 of the Series B Warrants through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), resulting in the receipt by Starboard of 31,506,849 shares of common stock (the “Series B Warrants Exercise” and, together with the Preferred Stock Conversion, the “Recapitalization Transactions”), the cancellation of $60.0 million aggregate principal amount of the Company’s senior secured notes held by Starboard (as described further in Note 8, the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $55.0 million. As a result of the Recapitalization Transactions, Starboard beneficially owned 61,123,595 shares of common stock as of July 13, 2023, representing approximately 61.2% of the common stock based on 99,886,322 shares of common stock issued and outstanding as of such date. No shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding. Refer to Note 8 for a detailed description of the Recapitalization and the Recapitalization Transactions. Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business The Company through its Patent Licensing, Enforcement and Technologies Business 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 our wholly owned subsidiary Acacia Research Group, LLC, and its wholly-owned subsidiaries (collectively “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. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program. When applicable, we 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, 2023 and the year ended December 31, 2022, ARG did not obtain control of any new patent portfolios. 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 initiative to reduce costs and operate more efficiently and 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. | |
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”). | |
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, 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, 2022, as reported by Acacia in its Annual Report on Form 10-K filed with the SEC on March 17, 2023, 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, 2023, and results of operations and its cash flows for the interim periods presented. The consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year. | |
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 Credit Losses 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 credit losses 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 credit losses established as of September 30, 2023 and December 31, 2022. Industrial Operations Printronix’s accounts receivable are recorded at the invoiced amount and do not bear interest. Printronix performs initial and periodic credit evaluations on customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness. The allowance for credit losses is determined by evaluating individual customer receivables, based on contractual terms, reviewing the financial condition of customers, and from the historical experience of write-offs. Receivable losses are charged against the allowance when management believes the account has become uncollectible. Subsequent recoveries, if any, are credited to the allowance. As of September 30, 2023 and December 31, 2022, Printronix's combined allowance for credit losses and allowance for sales returns was $50,000 and $22,000, respectively. | |
Financing Receivable | Long-Term Notes Receivable 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. Such unsecured notes were subsequently transferred to Merton Acquisition HoldCo LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merton”) in the first quarter of 2023. The interest rate on the notes is 8.0% per year. We recorded zero and $70,000 during the three months ended September 30, 2023 and 2022, respectively, in interest income related to the notes and $146,000 and $221,000, during the nine months ended September 30, 2023 and 2022, respectively, in interest income related to the notes. During September 2023, the Company assessed the collectability of the limited unsecured notes based on the Adaptix's capability of repaying the limited unsecured notes according to its terms. As such, of the $3.8 million limited unsecured notes and $515,000 in interest receivable, the Company settled $2.0 million and wrote off the remaining limited unsecured notes totaling $2.3 million. As of September 30, 2023 and December 31, 2022, the receivable including interest was $2.0 million and $3.9 million, respectively, and is included in other non-current assets in the consolidated balance sheets. | |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | 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 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. | |
Fair Value Measurement, Policy [Policy Text Block] | Equity Securities. 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, 2023, the aggregate carrying amount of this investment was $50.4 million, and is included in equity securities, in the consolidated balance sheet ( r efer to Note 3 for additional information). Series B Warrants. Series B Warrants are recorded at fair value, using a Black-Scholes option-pricing model (Level 3). On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for such warrants (refer to Note 8 for additional information). On July 13, 2023, further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the remaining Series B Warrants were exercised, which also resulted in a fair value of zero as of September 30, 2023 (refer to Note 8 for additional information). The fair value of the remaining Series B Warrants as of December 31, 2022 was estimated based on the following significant assumptions: volatility of 53 percent, risk-free rate of 4.76 percent, term of 0.54 years and a dividend yield of 0 percent. Refer to the " Embedded derivative liabilities" discussion below for additional information on assumptions. | |
Stockholders' Equity, Policy [Policy Text Block] | 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. | |
Stock-Based Compensation | Stock-Based CompensationThe compensation cost for all time-based 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. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently 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 Company adopted the update on January 1, 2023. The adoption of the update did not have an impact on the Company's financial position, results of operations or financial statement disclosures. 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 Company adopted the update on January 1, 2023. 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 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | License revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (In thousands) Paid-up license revenue agreements $ 1,410 $ 6,000 $ 5,385 $ 15,553 Recurring License Revenue Agreements 350 320 945 1,444 Total $ 1,760 $ 6,320 $ 6,330 $ 16,997 Printronix's net revenues were comprised of the following for the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (In thousands) Printers, consumables and parts $ 7,428 $ 8,509 $ 23,714 $ 26,023 Services 896 1,049 2,747 3,082 Total $ 8,324 $ 9,558 $ 26,461 $ 29,105 |
EQUITY SECURITIES PORTFOLIO I_2
EQUITY SECURITIES PORTFOLIO INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Unrealized Gain (Loss) on Investments | Equity securities for the periods presented were comprised of the following: Security Type Cost Gross Gross Fair Value (In thousands) September 30, 2023: Equity securities - Life Sciences Portfolio $ 28,498 $ 21,978 $ (103) $ 50,373 Equity securities - other common stock 19,009 2,675 (7,546) 14,138 Total $ 47,507 $ 24,653 $ (7,649) $ 64,511 December 31, 2022: Equity securities - Life Sciences Portfolio $ 28,498 $ 14,815 $ (617) $ 42,696 Equity securities - other common stock 34,885 4 (15,977) 18,912 Total $ 63,383 $ 14,819 $ (16,594) $ 61,608 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 2023 2022 2023 2022 (In thousands) Change in fair value of equity securities of public $ 8,187 $ (39,008) $ 7,677 $ (243,106) Gain on sale of equity securities of public — 36,397 — 101,102 Net realized and unrealized gain (loss) $ 8,187 $ (2,611) $ 7,677 $ (142,004) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Printronix's inventories consisted of the following: September 30, 2023 December 31, 2022 (In thousands) Raw materials $ 4,294 $ 4,335 Subassemblies and work in process 2,315 3,045 Finished goods 6,232 7,340 12,841 14,720 Inventory reserves (466) (498) Total inventories $ 12,375 $ 14,222 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net consisted of the following: September 30, 2023 December 31, 2022 (In thousands) Machinery and equipment $ 3,166 $ 3,057 Furniture and fixtures 579 585 Computer hardware and software 488 660 Leasehold improvements 1,018 1,025 5,251 5,327 Accumulated depreciation and amortization (2,604) (1,790) Property, plant and equipment, net $ 2,647 $ 3,537 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill consisted of the following: September 30, 2023 December 31, 2022 (In thousands) Beginning balance $ 7,541 $ 7,470 Acquisition of business — — Tax adjustment — 71 Impairment losses — — Ending balance $ 7,541 $ 7,541 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets, net consisted of the following: September 30, 2023 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (312,546) $ 18,857 Industrial operations 7 years 3,400 (962) 2,438 Total patents 334,803 (313,508) 21,295 Customer relationships - industrial operations 7 years 5,300 (1,499) 3,801 Trade name and trademarks - industrial operations 7 years 3,430 (969) 2,461 Total $ 343,533 $ (315,976) $ 27,557 December 31, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value (In thousands) Patents: Intellectual property operations 6 years $ 331,403 $ (304,744) $ 26,659 Industrial operations 7 years 3,400 (597) 2,803 Total patents 334,803 (305,341) 29,462 Customer relationships - industrial operations 7 years 5,300 (931) 4,369 Trade name and trademarks - industrial operations 7 years 3,430 (603) 2,827 Total $ 343,533 $ (306,875) $ 36,658 |
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 2023 $ 2,967 2024 10,692 2025 8,347 2026 2,483 2027 1,733 Thereafter 1,335 Total $ 27,557 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, 2023 December 31, 2022 (In thousands) Accrued consulting and other professional fees $ 2,099 $ 1,173 Income taxes payable 1,034 474 Product warranty liability, current 32 36 Service contract costs, current 328 280 Short-term lease liability 1,190 1,559 Accrued patent cost (see Note 6) — 9,000 Other accrued liabilities 573 1,536 Total $ 5,256 $ 14,058 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023: Equity securities $ 64,511 $ — $ — $ 64,511 December 31, 2022: Equity securities $ 61,608 $ — $ — $ 61,608 Liabilities September 30, 2023: Series A embedded derivative liabilities $ — $ — $ — $ — Series B warrants — — — — Total $ — $ — $ — $ — December 31, 2022: Series A embedded derivative liabilities $ — $ — $ 16,835 $ 16,835 Series B warrants — — 84,780 84,780 Total $ — $ — $ 101,615 $ 101,615 |
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, 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 Balance at December 31, 2022 $ — $ 16,835 $ 84,780 $ 101,615 Exercise of warrants — — (82,018) (82,018) Conversion of redeemable convertible preferred stock — (12,881) — (12,881) Remeasurement to fair value — (3,954) (2,762) (6,716) Balance at September 30, 2023 $ — $ — $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 (in thousands): Years Ending December 31, Remainder of 2023 $ 382 2024 940 2025 631 2026 531 2027 241 Thereafter — Total minimum payments 2,725 Less: short-term lease liabilities (1,190) Long-term lease liabilities $ 1,535 |
EQUITY-BASED INCENTIVE PLANS (T
EQUITY-BASED INCENTIVE PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 1,310,417 $ 4.29 $ 535 8.0 years Granted 243,319 $ 4.27 $ — Exercised (67,500) $ 3.48 $ 57 Forfeited/Expired (378,049) $ 4.76 $ 72 Outstanding at September 30, 2023 1,108,187 $ 4.18 $ 28 8.1 years Exercisable at September 30, 2023 309,999 $ 4.67 $ 10 6.6 years Vested and expected to vest at September 30, 2023 1,108,187 $ 4.18 $ 28 8.1 years Unrecognized stock-based compensation expense at September 30, 2023 (in thousands) $ 897 Weighted average remaining vesting period at September 30, 2023 2.1 years |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes nonvested restricted stock activity for the Plans: RSAs RSUs PSUs Shares Weighted Units Weighted Units Weighted Nonvested at December 31, 2022 406,001 $ 4.02 842,302 $ 4.42 — $ — Granted — $ — 1,116,875 $ 4.34 1,981,464 $ 4.61 Vested (178,169) $ 4.10 (313,351) $ 4.59 — $ — Forfeited (34,167) $ 4.38 (223,002) $ 4.38 — $ — Nonvested at September 30, 2023 193,665 $ 3.87 1,422,824 $ 4.32 1,981,464 $ 4.61 Unrecognized stock-based compensation expense at September 30, 2023 (in thousands) $ 503 $ 4,830 $ — Weighted average remaining vesting period at September 30, 2023 1.3 years 2.1 years zero years |
Share-based Payment Arrangement, Cost by Plan | Compensation expense for share-based awards recognized in general and administrative expenses was comprised of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (In thousands) Options $ 126 $ 162 $ 275 $ 464 RSAs 112 294 507 1,165 RSUs 735 575 1,542 1,659 Total compensation expense for share-based awards $ 973 $ 1,031 $ 2,324 $ 3,288 |
INCOME_LOSS PER SHARE (Tables)
INCOME/LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to Acacia Research Corporation $ 1,636 $ 28,090 $ (7,696) $ (106,679) Dividend on Series A redeemable convertible preferred stock — (700) (1,400) (2,099) Accretion of Series A redeemable convertible preferred stock — (1,337) (3,230) (3,729) Return on settlement of Series A redeemable convertible (3,377) — (3,377) — Undistributed earnings allocated to participating securities — (5,466) — — Net (loss) income attributable to common stockholders - Basic (1,740) 20,587 (15,703) (112,507) Add: Dividend on Series A redeemable convertible preferred — — — — Add: Accretion of Series A redeemable convertible preferred — — — — Less: Change in fair value of Series A redeemable — — — — Less: Change in fair value of Series A warrants — (3,389) — — Less: Change in fair value of dilutive Series B warrants — (21,766) — — Less: Gain on exercise of Series B warrants (1,525) — — — Add: Interest expense associated with Starboard Notes, 102 850 — — Add: Undistributed earnings allocated to participating — 5,466 — — Reallocation of undistributed earnings to participating — (217) — — Net (loss) income attributable to common stockholders - Diluted $ (3,163) $ 1,531 $ (15,703) $ (112,507) Denominator: Weighted average shares used in computing net (loss) income 94,328,452 38,052,426 67,072,835 42,830,700 Potentially dilutive common shares: Series A Redeemable Convertible Preferred Stock — — — — Restricted stock units — 539,989 — — Stock options — 18,397 — — Series A Warrants — 1,046,575 — — Series B Warrants 4,794,521 31,506,849 — — Weighted average shares used in computing net (loss) income 99,122,973 71,164,236 67,072,835 42,830,700 Basic net (loss) income per common share $ (0.02) $ 0.54 $ (0.23) $ (2.63) Diluted net (loss) income per common share $ (0.03) $ 0.02 $ (0.23) $ (2.63) Anti-dilutive potential common shares excluded from the Equity-based incentive awards 3,894,709 1,027,082 4,706,140 3,217,890 Series A warrants — — — 5,000,000 Series B warrants — 68,493,151 31,506,849 100,000,000 Total 3,894,709 69,520,233 36,212,989 108,217,890 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Nine Months Ended September 30, 2023 2022 Intellectual Property Operations Industrial Operations Total Intellectual Property Operations Industrial Operations Total (In thousands) Revenues: License fees $ 6,330 $ — $ 6,330 $ 16,997 $ — $ 16,997 Printers and parts — 9,640 9,640 — 11,715 11,715 Consumable products — 14,074 14,074 — 14,308 14,308 Services — 2,747 2,747 — 3,082 3,082 Total revenues 6,330 26,461 32,791 16,997 29,105 46,102 Cost of revenues: Inventor royalties 863 — 863 1,092 — 1,092 Contingent legal fees 890 — 890 2,314 — 2,314 Litigation and licensing expenses 5,663 — 5,663 3,272 — 3,272 Amortization of patents 7,802 — 7,802 7,802 — 7,802 Cost of sales — 13,530 13,530 — 13,432 13,432 Total cost of revenues 15,218 13,530 28,748 14,480 13,432 27,912 Segment gross (loss) profit (8,888) 12,931 4,043 2,517 15,673 18,190 Other operating expenses: Engineering and development expenses — 593 593 — 491 491 Sales and marketing expenses — 5,385 5,385 — 6,429 6,429 Amortization of intangible assets — 1,299 1,299 — 1,299 1,299 General and administrative expenses 5,317 5,444 10,761 5,050 6,431 11,481 Total other operating expenses 5,317 12,721 18,038 5,050 14,650 19,700 Segment operating (loss) income $ (14,205) $ 210 (13,995) $ (2,533) $ 1,023 (1,510) Parent general and administrative expenses 23,278 24,033 Operating loss (37,273) (25,543) Total other income (expense) 31,344 (81,216) Loss before income taxes $ (5,929) $ (106,759) |
Schedule of Segment Reporting Information, by Segment | September 30, 2023 December 31, 2022 (In thousands) Equity securities investments: Equity securities $ 64,511 $ 61,608 Equity securities without readily determinable fair value 5,816 5,816 Equity method investments 30,934 30,934 Total parent equity securities investments 101,261 98,358 Other parent assets 222,246 156,394 Segment total assets: Intellectual property operations 158,603 176,119 Industrial operations 47,037 52,057 Total assets $ 529,147 $ 482,928 |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) patent shares | Sep. 30, 2022 USD ($) | Jul. 31, 2023 shares | Jul. 14, 2023 shares | Dec. 31, 2022 shares | |
Business Acquisition [Line Items] | |||||
Number of new patent portfolios acquired | patent | 0 | ||||
Common stock, shares, issued | shares | 99,886,322 | 43,484,867 | |||
Common stock, shares, outstanding | shares | 99,886,322 | 99,886,322 | 43,484,867 | ||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | shares | 9,616,746 | ||||
Starboard | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares, issued | shares | 61,123,595 | ||||
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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Vesting period | 1 year | |||||
Unrecognized tax benefits that would impact effective tax rate | $ 760 | $ 760 | ||||
Effective income tax rate reconciliation, percent | (8.00%) | 2% | 11% | (13.00%) | ||
Other Noncurrent Liabilities | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Unrecognized tax benefits | $ 760 | $ 760 | ||||
Printronix | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Contract with customer, liability, revenue recognized | 793 | $ 932 | $ 2,800 | 2,500 | ||
Allowance for doubtful accounts and sales returns | $ 50 | $ 50 | $ 22 | |||
Finite-lived intangible asset, useful life | 7 years | 7 years | ||||
Minimum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Vesting period | 1 year | |||||
Minimum | Patents | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible asset, useful life | 5 years | 5 years | ||||
Maximum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Vesting period | 4 years | |||||
Maximum | Patents | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible asset, useful life | 10 years | 10 years | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining performance obligation | $ 612 | $ 612 | $ 796 | |||
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 10,084 | $ 15,878 | $ 32,791 | $ 46,102 |
Intellectual property operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,760 | 6,320 | 6,330 | 16,997 |
Paid-up license revenue agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,410 | 6,000 | 5,385 | 15,553 |
Recurring License Revenue Agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 350 | 320 | 945 | 1,444 |
Industrial operations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,324 | 9,558 | 26,461 | 29,105 |
Printers, consumables and parts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 7,428 | 8,509 | 23,714 | 26,023 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 896 | $ 1,049 | $ 2,747 | $ 3,082 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Equity Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt and Equity Securities, FV-NI [Line Items] | |||
Cost | $ 47,507 | $ 63,383 | |
Gross Unrealized Gain | 24,653 | $ 14,819 | |
Gross Unrealized Loss | (7,649) | (16,594) | |
Fair Value | 64,511 | 61,608 | |
Equity securities - Life Sciences Portfolio | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Cost | 28,498 | 28,498 | |
Gross Unrealized Gain | 21,978 | 14,815 | |
Gross Unrealized Loss | (103) | (617) | |
Fair Value | 50,373 | 42,696 | |
Equity securities - other common stock | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Cost | 19,009 | 34,885 | |
Gross Unrealized Gain | 2,675 | 4 | |
Gross Unrealized Loss | (7,546) | $ (15,977) | |
Fair Value | $ 14,138 | $ 18,912 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-term Notes Receivable (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Oct. 13, 2021 GBP (£) | Oct. 13, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Interest income, other | $ 0 | $ 70 | $ 146 | $ 221 | |||
Financing Receivable, after Allowance for Credit Loss, Noncurrent | 3,800 | 3,800 | £ 2,950,000 | $ 4,000 | |||
Interest receivable | 515 | 515 | |||||
Financing Receivable, Allowance for Credit Loss, Writeoff | 2,300 | ||||||
Other Noncurrent Assets | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Financing Receivable, after Allowance for Credit Loss | $ 2,000 | $ 2,000 | $ 3,900 | ||||
Unsecured Debt | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Interest rate | 8% | 8% |
EQUITY SECURITIES PORTFOLIO I_3
EQUITY SECURITIES PORTFOLIO INVESTMENT - Narrative (Details) $ in Thousands, £ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Apr. 03, 2020 USD ($) | Apr. 03, 2020 GBP (£) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 03, 2020 | |
Offsetting Liabilities [Line Items] | ||||||||
Fair value of investment | $ 64,511 | $ 64,511 | $ 61,608 | |||||
Earnings on equity investment in joint venture | 3,375 | $ 850 | 3,375 | $ 42,935 | ||||
Net (loss) income including noncontrolling interests in subsidiaries | 1,636 | 28,090 | (7,696) | (106,679) | ||||
Net income attributable to noncontrolling interests in subsidiaries | 1,126 | 306 | 1,126 | 14,319 | ||||
Interest income, other | 0 | $ 70 | 146 | 221 | ||||
Acacia | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Distributions received | 2,200 | 1,200 | ||||||
Noncontrolling Interests | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Distributions received | 1,100 | 586 | ||||||
Arix | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Fair value of investment | $ 50,400 | $ 50,400 | ||||||
Arix | Arix | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Equity method investment ownership | 26% | 26% | ||||||
MalinJ1 | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Ownership percentage | 63.90% | |||||||
Earnings on equity investment in joint venture | $ 3,400 | $ 42,900 | ||||||
MalinJ1 | MalinJ1 | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Equity method investment ownership | 41% | 41% | ||||||
Equity Securities | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Investment at fair value | $ 76,100 | $ 76,100 | $ 68,400 | |||||
Option Agreement | Portfolio Companies | ||||||||
Offsetting Liabilities [Line Items] | ||||||||
Payments to acquire investments | $ 277,500 | £ 223.9 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt and Equity Securities, FV-NI [Line Items] | ||||
Change in fair value of investment | $ 18,783 | $ (266,202) | ||
Trading Securites - LF Fund Public Securities | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Change in fair value of investment | $ 8,187 | $ (39,008) | 7,677 | (243,106) |
Realized investment gains (losses) | 0 | 36,397 | 0 | 101,102 |
Trading Securites Lf Fund Securities | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Net realized and unrealized gain (loss) on investments | $ 8,187 | $ (2,611) | $ 7,677 | $ (142,004) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,294 | $ 4,335 |
Subassemblies and work in process | 2,315 | 3,045 |
Finished goods | 6,232 | 7,340 |
Inventory, gross | 12,841 | 14,720 |
Inventory reserves | (466) | (498) |
Inventories | $ 12,375 | $ 14,222 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 5,251,000 | $ 5,251,000 | $ 5,327,000 | ||||
Accumulated depreciation and amortization | (2,604,000) | (2,604,000) | (1,790,000) | ||||
Property, plant and equipment, net | 2,647,000 | 2,647,000 | 3,537,000 | ||||
Depreciation and amortization expense | 330,000 | $ 329,000 | 1,100,000 | $ 1,000,000 | |||
Industrial operations | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and amortization expense | 298,000 | $ 301,000 | $ 957,000 | 952,000 | |||
Industrial operations | Cost of Sales | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and amortization expense | 99,000 | $ 104,000 | $ 352,000 | 315,000 | |||
Machinery and Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 3,166,000 | 3,166,000 | 3,057,000 | ||||
Furniture and Fixtures [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 579,000 | 579,000 | 585,000 | ||||
Computer hardware and software | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 488,000 | 488,000 | 660,000 | ||||
Leasehold Improvements [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 1,018,000 | $ 1,018,000 | $ 1,025,000 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 7,541 | $ 7,541 | $ 7,470 | |
Acquisition of business | 0 | 0 | ||
Impairment losses | 0 | 0 | ||
Ending balance | $ 7,541 | $ 7,541 | $ 7,541 | |
Printronix | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Period Increase (Decrease) | $ 0 | $ 71 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment losses | $ 0 | $ 0 | |
Amortization of intangible assets | $ 3,000,000 | 9,100,000 | |
Impairment of intangible assets, finite-lived | 0 | 0 | |
Accelerated amortization of patents | 0 | $ 0 | |
Accrued Patent Investment Costs, Current, Installment Amount | 3,000,000 | ||
Accrued Patent Investment Costs | $ 15,000,000 | $ 15,000,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 343,533 | $ 343,533 |
Accumulated Amortization | (315,976) | (306,875) |
Net Book Value | 27,557 | 36,658 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 334,803 | 334,803 |
Accumulated Amortization | (313,508) | (305,341) |
Net Book Value | $ 21,295 | $ 29,462 |
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 | (312,546) | (304,744) |
Net Book Value | $ 18,857 | $ 26,659 |
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 | (962) | (597) |
Net Book Value | $ 2,438 | $ 2,803 |
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 | (1,499) | (931) |
Net Book Value | $ 3,801 | $ 4,369 |
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 | (969) | (603) |
Net Book Value | $ 2,461 | $ 2,827 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Annual Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 10,692 | |
2025 | 8,347 | |
2026 | 2,483 | |
2027 | 1,733 | |
Thereafter | 1,335 | |
Net Book Value | 27,557 | $ 36,658 |
Remainder of 2023 | $ 2,967 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued consulting and other professional fees | $ 2,099 | $ 1,173 |
Income taxes payable | 1,034 | 474 |
Product warranty liability, current | 32 | 36 |
Service contract costs, current | $ 328 | $ 280 |
Operating lease, liability, current, statement of financial position | Total | Total |
Short-term lease liability | $ 1,190 | $ 1,559 |
Accrued patent costs | 0 | 9,000 |
Other accrued liabilities | 573 | 1,536 |
Total | $ 5,256 | $ 14,058 |
STARBOARD INVESTMENT - Series A
STARBOARD INVESTMENT - Series A Redeemable Convertible Preferred Stock Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 14, 2023 | Jun. 04, 2020 | Oct. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2020 | Jul. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | Nov. 18, 2019 | |
Class of Warrant or Right [Line Items] | ||||||||||||
Temporary equity, par or stated value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Temporary equity, redemption price (in usd per share) | $ 100 | $ 100 | $ 100 | |||||||||
Required minimum amount held in escrow | $ 35,000,000 | $ 35,000,000 | ||||||||||
Series A embedded derivative liabilities | $ 0 | $ 0 | $ 16,835,000 | |||||||||
Common stock, shares, issued | 99,886,322 | 99,886,322 | 43,484,867 | |||||||||
Common Stock Dividends, Shares | 27,704 | |||||||||||
Common stock, shares, outstanding | 99,886,322 | 99,886,322 | 99,886,322 | 43,484,867 | ||||||||
Starboard | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock, shares, issued | 61,123,595 | 61,123,595 | ||||||||||
Common Stock, Percentage Of Shares, Outstanding | 61.20% | 61.20% | ||||||||||
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 | 0 | $ 1,300,000 | 3,200,000 | $ 3,700,000 | ||||||||
Series A embedded derivative liabilities | $ 0 | $ 0 | $ 16,800,000 | |||||||||
Embedded Derivative | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Proceeds from issuance of preferred stock and preference stock | 21,200,000 | |||||||||||
Redeemable Preferred Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Temporary equity, par or stated value (in usd per share) | $ 0.001 | |||||||||||
Series A warrants | Starboard | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares purchased by warrant | 5,000,000 | |||||||||||
Conversion price | 3.65 | |||||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Dividend rate | 8% | 3% | ||||||||||
Preferred stock, dividend rate, percentage, accrual percentage | 3% | |||||||||||
Series A Redeemable Convertible Preferred Stock | Starboard | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Conversion price | $ 3.65 | |||||||||||
Warrant | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 4,800,000 | |||||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Convertible preferred stock, shares issued upon conversion | 350,000 | |||||||||||
Proceeds from issuance of redeemable preferred stock | $ 35,000,000 |
STARBOARD INVESTMENT - Series_2
STARBOARD INVESTMENT - Series A and B Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||||||
Jul. 14, 2023 | Feb. 25, 2022 | Nov. 18, 2019 | Nov. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | Jun. 04, 2020 | Feb. 25, 2020 | |
Class of Warrant or Right [Line Items] | |||||||||
Class of warrants or right, recapitalization payment | $ 66 | ||||||||
Class of Warrant or Right, Other Expense | $ 2 | ||||||||
Class Of Warrant Or Right, Gross Proceeds Recapitalization Payment | $ 55 | ||||||||
Subsequent Event | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from Warrant Exercises | $ 9.3 | ||||||||
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 B warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants and rights outstanding | $ 0 | $ 84.8 | |||||||
Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion | 9,616,746 | ||||||||
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 | $ 4.8 | ||||||||
Number of shares purchased by warrant | 5,000,000 | ||||||||
Starboard | Series B warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Conversion price | $ 3.65 | ||||||||
Number of shares purchased by warrant | 100,000,000 | ||||||||
Proceeds from issuance of preferred stock and preference stock | $ 4.6 | ||||||||
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 | ||||||||
Warrants issued, Price per share | $ 100 | ||||||||
Starboard | Maximum | Series A warrants | Concurrent Private Rights Offering | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued, shares | 15,000,000 | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 28,647,259 | ||||||||
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, 2023 | Sep. 30, 2022 | Jul. 14, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2020 | Nov. 18, 2019 | |
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Temporary equity, par or stated value (in usd per share) | $ 0.001 | $ 0.001 | |||||||||||||||
Repayments of secured debt | $ 60,000,000 | $ 120,000,000 | |||||||||||||||
Series B warrants | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 5.25 | ||||||||||||||||
Redeemable Preferred Stock | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Temporary equity, par or stated value (in usd per share) | $ 0.001 | ||||||||||||||||
Common Stock | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 9,616,746 | ||||||||||||||||
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 | $ 0 | 450,000 | |||||||||||||||
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 | $ 0 | $ 60,000,000 | |||||||||||||||
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 | 12 Months Ended | ||||||
Feb. 14, 2023 | Feb. 25, 2022 | Jun. 04, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2020 | Sep. 30, 2023 | Jul. 31, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | |||||||||
Common stock, shares, issued | 99,886,322 | 43,484,867 | |||||||
Common stock, shares, outstanding | 99,886,322 | 99,886,322 | 43,484,867 | ||||||
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 | $ 0 | $ 84,800 | |||||||
Amortization of debt discount (premium) | $ 34 | $ 90 | |||||||
Series B warrants | Senior Secured Notes | Securities Purchase Agreement | |||||||||
Offsetting Assets [Line Items] | |||||||||
Warrants and rights outstanding | $ 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 | ||||||||
Proceeds from issuance of preferred stock and preference stock | $ 4,600 | ||||||||
Warrant | |||||||||
Offsetting Assets [Line Items] | |||||||||
Proceeds from issuance of preferred stock and preference stock | $ 4,800 | ||||||||
Rights Offering | |||||||||
Offsetting Assets [Line Items] | |||||||||
Proceeds from issuance of redeemable preferred stock | $ 361 | ||||||||
Concurrent Private Rights Offering | |||||||||
Offsetting Assets [Line Items] | |||||||||
Proceeds from issuance of redeemable preferred stock | $ 78,800 |
STARBOARD INVESTMENT - Rights a
STARBOARD INVESTMENT - Rights and Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2023 | Sep. 30, 2023 | Jul. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||||
Common stock, shares, issued | 99,886,322 | 43,484,867 | ||
Common stock, shares, outstanding | 99,886,322 | 99,886,322 | 43,484,867 | |
Rights Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Proceeds from issuance of redeemable preferred stock | $ 361 | |||
Concurrent Private Rights Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Proceeds from issuance of redeemable preferred stock | $ 78,800 | |||
Sale of Stock, Number of Shares Issued in Transaction | 15,068,753 | |||
Series B warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right, exercise price of warrants or rights | $ 5.25 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 64,511 | $ 61,608 |
Arix | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 50,400 | |
Series B warrants | Expected term | Scenario 1 | Monte Carlo Method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, measurement input | 0.54 | |
Series B warrants | Price volatility | Scenario 1 | Monte Carlo Method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, measurement input | 0.53 | |
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 | 0.0476 | |
Embedded Derivative | Risk free interest rate | Scenario 2 | Monte Carlo Method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, measurement input | 0.08 | |
Embedded Derivative | Credit spread | Scenario 2 | Monte Carlo Method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, measurement input | 0.163 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 64,511 | $ 61,608 |
Assets | Level 1 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 64,511 | 61,608 |
Assets | Level 1 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Assets | Level 3 | Equity securities | ||
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 | 0 | 101,615 |
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 | 0 | 16,835 |
Liabilities | Series B warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and nonfinancial liabilities, fair value disclosure | 0 | 84,780 |
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 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 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 | 0 | 101,615 |
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 | 0 | 16,835 |
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 | $ 0 | $ 84,780 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes to Fair Value Measurement Level 3 (Details) - Liabilities - Fair Value, Recurring - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Series A Warrant Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Remeasurement to fair value | $ 0 | |||
Series A Embedded Derivative Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Remeasurement to fair value | $ (3,400) | |||
Series B Warrant Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Remeasurement to fair value | (1,200) | (37,000) | ||
Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative liability, beginning balance | $ 101,615 | $ 126,117 | ||
Remeasurement to fair value | (6,716) | (34,590) | ||
Exercise of warrants | (82,018) | |||
Conversion of redeemable convertible preferred stock | 12,881 | |||
Derivative liability, ending balance | 0 | 91,527 | 0 | 91,527 |
Level 3 | Series A Warrant Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative liability, beginning balance | 0 | 11,291 | ||
Remeasurement to fair value | 0 | (1,895) | ||
Exercise of warrants | 0 | |||
Conversion of redeemable convertible preferred stock | 0 | |||
Derivative liability, ending balance | 0 | 9,396 | 0 | 9,396 |
Level 3 | Series A Embedded Derivative Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative liability, beginning balance | 16,835 | 18,448 | ||
Remeasurement to fair value | (3,954) | 3,941 | ||
Exercise of warrants | 0 | |||
Conversion of redeemable convertible preferred stock | 12,881 | |||
Derivative liability, ending balance | 0 | 22,389 | 0 | 22,389 |
Level 3 | Series B Warrant Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative liability, beginning balance | 84,780 | 96,378 | ||
Remeasurement to fair value | (2,762) | (36,636) | ||
Exercise of warrants | (82,018) | |||
Conversion of redeemable convertible preferred stock | 0 | |||
Derivative liability, ending balance | $ 0 | $ 59,742 | $ 0 | $ 59,742 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2023 | |
Related Party Transactions [Abstract] | ||
Legal fees | $ 46 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 29, 2019 numberOfRenewalOptions | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) ft² | Jul. 26, 2023 | Dec. 31, 2022 USD ($) | Jun. 02, 2022 ft² | Apr. 01, 2021 | Nov. 10, 2020 ft² | Nov. 01, 2020 ft² | Jan. 07, 2020 ft² | Nov. 28, 2019 ft² | Jun. 07, 2019 ft² | Mar. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||||||||||||||||
Operating lease cost | $ | $ 293,000 | $ 474,000 | $ 881,000 | $ 1,300,000 | |||||||||||||
Legal fees | $ | $ 46,000 | 0 | |||||||||||||||
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 | 24 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, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 940 | |
2025 | 631 | |
2026 | 531 | |
2027 | 241 | |
Thereafter | 0 | |
Total minimum payments | 2,725 | |
Less: short-term lease liabilities | (1,190) | $ (1,559) |
Long-term lease liabilities | 1,535 | $ 1,873 |
Remainder of 2023 | $ 382 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||||
Nov. 09, 2023 | Jul. 31, 2022 | Feb. 28, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 06, 2021 | |
Class of Stock [Line Items] | |||||||
Treasury stock, shares, acquired | 3,125,819 | ||||||
Treasury stock, value, acquired, cost method | $ 40 | ||||||
Preferred stock, par or stated value (in usd per share) | $ 0.001 | $ 0.001 | |||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock purchases | $ 15 | ||||||
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 | ||||||
Stock repurchase program | Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Treasury stock, shares, acquired | 5,800,000 | ||||||
Stock repurchase program, authorized amount | $ 20 |
EQUITY-BASED INCENTIVE PLANS -
EQUITY-BASED INCENTIVE PLANS - Narrative (Details) | 1 Months Ended | 9 Months Ended | |||||
May 31, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | 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) | 243,319 | ||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 2.10 | ||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ | $ 309,000 | ||||||
Unrecognized stock-based compensation expense | $ | $ 6,200,000 | ||||||
Remaining contractual term, options expected to vest | 2 years 1 month 6 days | ||||||
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 | 625,390 | ||||||
2016 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized | 4,500,000 | ||||||
Shares available for grant | 1,355,726 | ||||||
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 | 5,868,201 | ||||||
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 | (178,169) | ||||||
Nonvested shares outstanding | 193,665 | 406,001 | |||||
RSAs | Non-Vested | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of options vested in period | $ | $ 731,000 | ||||||
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 | 10,000% | ||||||
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 | 46% | ||||||
Risk free interest rate | 3.67% | ||||||
Expected term | 6 years | ||||||
Expected dividend rate | 0% | ||||||
Remaining contractual term, options expected to vest | 8 years 1 month 6 days | ||||||
Options | Time Based Service | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of options vested in period | $ | $ 1,400,000 | ||||||
Nonvested shares vested | (491,520) | ||||||
Nonvested shares outstanding | 137,577 | 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 | 3 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 | $ | $ 0 | $ 143,000 | |||||
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 | $ | $ 1,000,000 | $ 591,000 |
EQUITY-BASED INCENTIVE PLANS _2
EQUITY-BASED INCENTIVE PLANS - Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Options | ||
Options granted (in shares) | shares | 243,319 | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, options exercisable, vested and expected to vest | $ | $ 28 | |
Weighted Average Remaining Contractual Life | ||
Remaining contractual term, options expected to vest | 2 years 1 month 6 days | |
Options | ||
Options | ||
Number of options outstanding, beginning (in shares) | shares | 1,310,417 | |
Options exercised (in shares) | shares | (67,500) | |
Options forfeited/expired (in shares) | shares | (378,049) | |
Number of options outstanding, ending (in shares) | shares | 1,108,187 | 1,310,417 |
Options exercisable (in shares) | shares | 309,999 | |
Options expected to vest (in shares) | shares | 1,108,187 | |
Unrecognized stock-based compensation expense | $ | $ 897 | |
Weighted average remaining vesting period | 2 years 1 month 6 days | |
Weighted Average Exercise Price | ||
Weighted average exercise price outstanding, beginning (in usd per share) | $ / shares | $ 4.29 | |
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | $ / shares | 4.27 | |
Weighted average exercise price outstanding, options exercised (in usd per share) | $ / shares | 3.48 | |
Weighted average exercise price outstanding, options forfeited/expired (in usd per share) | $ / shares | 4.76 | |
Weighted average exercise price outstanding, ending (in usd per share) | $ / shares | 4.18 | $ 4.29 |
Weighted average exercise price, options exercisable (in usd per share) | $ / shares | 4.67 | |
Weighted average exercise price outstanding, options vested and expected to vest (in usd per share) | $ / shares | $ 4.18 | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, options outstanding | $ | $ 28 | $ 535 |
Aggregate intrinsic value, options exercised | $ | 57 | |
Aggregate intrinsic value, options forfeited/expired | $ | 72 | |
Aggregate intrinsic value, options exercisable | $ | $ 10 | |
Weighted Average Remaining Contractual Life | ||
Remaining contractual term, options outstanding | 8 years 1 month 6 days | 8 years |
Remaining contractual term, options exercisable | 6 years 7 months 6 days | |
Remaining contractual term, options expected to vest | 8 years 1 month 6 days |
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, 2023 | Dec. 31, 2021 | |
RSAs | ||
Shares | ||
Number of nonvested shares outstanding, beginning | 406,001 | |
Nonvested shares granted | 0 | |
Nonvested shares vested | (178,169) | |
Nonvested shares forfeited | (34,167) | |
Number of nonvested shares outstanding, ending | 193,665 | |
Unrecognized stock-based compensation expense | $ 503 | |
Weighted Average Grant Date Fair Value | ||
Weighted average exercise price outstanding, beginning (in usd per share) | $ 4.02 | |
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | 0 | |
Weighted average exercise price outstanding, options vested (in usd per share) | 4.10 | |
Weighted average exercise price outstanding, options forfeited (in usd per share) | 4.38 | |
Weighted average exercise price outstanding, ending (in usd per share) | $ 3.87 | |
Weighted average remaining vesting period | 1 year 3 months 18 days | |
RSUs | ||
Shares | ||
Number of nonvested shares outstanding, beginning | 450,000 | |
Nonvested shares vested | (491,520) | |
Nonvested shares forfeited | (450,000) | |
Number of nonvested shares outstanding, ending | 137,577 | |
Unrecognized stock-based compensation expense | $ 4,830 | |
Restricted Shares | ||
Nonvested restricted stock outstanding, beginning balance (in shares) | 842,302 | |
Nonvested restricted stock granted (in shares) | 1,116,875 | |
Nonvested restricted stock vested (in shares) | (313,351) | |
Nonvested restricted stock forfeited (in shares) | (223,002) | |
Nonvested restricted stock outstanding, ending balance (in shares) | 1,422,824 | |
Weighted Average Grant Date Fair Value | ||
Weighted average exercise price outstanding, beginning (in usd per share) | $ 4.42 | |
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | 4.34 | |
Weighted average exercise price outstanding, options vested (in usd per share) | 4.59 | |
Weighted average exercise price outstanding, options forfeited (in usd per share) | 4.38 | |
Weighted average exercise price outstanding, ending (in usd per share) | $ 4.32 | |
Weighted average remaining vesting period | 2 years 1 month 6 days | |
Performance Shares | ||
Shares | ||
Unrecognized stock-based compensation expense | $ 0 | |
Restricted Shares | ||
Nonvested restricted stock outstanding, beginning balance (in shares) | 0 | |
Nonvested restricted stock granted (in shares) | 1,981,464 | |
Nonvested restricted stock vested (in shares) | 0 | |
Nonvested restricted stock forfeited (in shares) | 0 | |
Nonvested restricted stock outstanding, ending balance (in shares) | 1,981,464 | |
Weighted Average Grant Date Fair Value | ||
Weighted average exercise price outstanding, beginning (in usd per share) | $ 0 | |
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | 4.61 | |
Weighted average exercise price outstanding, options vested (in usd per share) | 0 | |
Weighted average exercise price outstanding, options forfeited (in usd per share) | 0 | |
Weighted average exercise price outstanding, ending (in usd per share) | $ 4.61 | |
Weighted average remaining vesting period | 0 days |
EQUITY-BASED INCENTIVE PLANS _4
EQUITY-BASED INCENTIVE PLANS - Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,324 | $ 3,288 | ||
Time Based Service | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 973 | $ 1,031 | 2,324 | 3,288 |
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 126 | 162 | 275 | 464 |
RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 112 | 294 | 507 | 1,165 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 735 | $ 575 | $ 1,542 | $ 1,659 |
INCOME_LOSS PER SHARE (Details)
INCOME/LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) attributable to Acacia Research Corporation | $ 1,636 | $ 28,090 | $ (7,696) | $ (106,679) |
Dividend on Series A redeemable convertible preferred stock | 0 | (700) | (1,400) | (2,099) |
Accretion of Series A redeemable convertible preferred stock | 0 | (1,337) | (3,230) | (3,729) |
Undistributed earnings allocated to participating securities | 0 | (5,466) | 0 | 0 |
Net (loss) income attributable to common stockholders - Basic | (1,740) | 20,587 | (15,703) | (112,507) |
Add: Dividend on Series A redeemable convertible preferred stock | 0 | 0 | 0 | 0 |
Less: Change in fair value of Series A warrants | 0 | (3,389) | 0 | 0 |
Less: Change in fair value of dilutive Series B warrants | 0 | (21,766) | 0 | 0 |
Add: Interest expense associated with Starboard Notes, net of tax | 102 | 850 | 0 | 0 |
Add: Undistributed earnings allocated to participating securities | 0 | 5,466 | 0 | 0 |
Reallocation of undistributed earnings to participating securities | 0 | (217) | 0 | 0 |
Net (loss) income attributable to common stockholders - Diluted | $ (3,163) | $ 1,531 | $ (15,703) | $ (112,507) |
Denominator: | ||||
Weighted average number of shares outstanding - Basic | 94,328,452 | 38,052,426 | 67,072,835 | 42,830,700 |
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 99,122,973 | 71,164,236 | 67,072,835 | 42,830,700 |
Weighted average number of shares outstanding, diluted | 99,122,973 | 71,164,236 | 67,072,835 | 42,830,700 |
Basic net income (loss) per common share (in usd per share) | $ (0.02) | $ 0.54 | $ (0.23) | $ (2.63) |
Diluted net (loss) income per common share (in usd per share) | $ (0.03) | $ 0.02 | $ (0.23) | $ (2.63) |
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) | 3,894,709 | 69,520,233 | 36,212,989 | 108,217,890 |
Add: Accretion of Series A redeemable convertible preferred stock | $ 0 | $ 0 | $ 0 | $ 0 |
Less: Change in fair value of Series A redeemable convertible preferred stock embedded derivative | $ 0 | $ 0 | $ 0 | $ 0 |
Restricted stock units | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 0 | 539,989 | 0 | 0 |
Stock options | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 0 | 18,397 | 0 | 0 |
Series A warrants | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 0 | 1,046,575 | 0 | 0 |
Series B warrants | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 4,794,521 | 31,506,849 | 0 | 0 |
Series A Redeemable Convertible Preferred Stock | ||||
Potentially dilutive common shares: | ||||
Potentially dilutive common shares (in shares) | 0 | 0 | 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) | 3,894,709 | 1,027,082 | 4,706,140 | 3,217,890 |
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 | 0 | 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) | 0 | 68,493,151 | 31,506,849 | 100,000,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
General and administrative expenses | $ 13,872 | $ 15,038 | $ 35,338 | $ 36,813 |
Parent Company | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expenses | $ 10,055 | $ 11,322 | $ 23,278 | $ 24,033 |
SEGMENT REPORTING - Segment Inc
SEGMENT REPORTING - Segment Income and Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Revenues | $ 10,084 | $ 15,878 | $ 32,791 | $ 46,102 |
Cost of revenues: | ||||
Inventor royalties | 497 | 732 | 863 | 1,092 |
Contingent legal fees | 346 | 1,010 | 890 | 2,314 |
Litigation and licensing expenses | 2,026 | 939 | 5,663 | 3,272 |
Amortization of patents | 2,601 | 2,601 | 7,802 | 7,802 |
Cost of sales | 4,377 | 4,648 | 13,530 | 13,432 |
Total cost of revenues | 9,847 | 9,930 | 28,748 | 27,912 |
Segment gross (loss) profit | 237 | 5,948 | 4,043 | 18,190 |
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 172 | 156 | 593 | 491 |
Sales and marketing expenses - industrial operations | 1,613 | 2,119 | 5,385 | 6,429 |
Amortization of intangible assets | 3,000 | 9,100 | ||
General and administrative expenses | 13,872 | 15,038 | 35,338 | 36,813 |
Operating loss | (15,420) | (11,365) | (37,273) | (25,543) |
Total other income (expense) | 17,985 | 40,440 | 31,344 | (81,216) |
Income (loss) before income taxes | 2,565 | 29,075 | (5,929) | (106,759) |
Parent Company | ||||
Other operating expenses: | ||||
General and administrative expenses | 10,055 | 11,322 | 23,278 | 24,033 |
Operating Segments | ||||
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 172 | 156 | 593 | 491 |
Sales and marketing expenses - industrial operations | 1,613 | 2,119 | 5,385 | 6,429 |
Amortization of intangible assets | 432 | 433 | 1,299 | 1,299 |
General and administrative expenses | 3,385 | 3,283 | 10,761 | 11,481 |
Total other operating expenses | 5,602 | 5,991 | 18,038 | 19,700 |
Operating loss | (5,365) | (43) | (13,995) | (1,510) |
Intellectual property operations | ||||
Revenues: | ||||
Revenues | 1,760 | 6,320 | 6,330 | 16,997 |
Cost of revenues: | ||||
Inventor royalties | 497 | 732 | 863 | 1,092 |
Contingent legal fees | 346 | 1,010 | 890 | 2,314 |
Litigation and licensing expenses | 2,026 | 939 | 5,663 | 3,272 |
Amortization of patents | 2,601 | 2,601 | 7,802 | 7,802 |
Cost of sales | 0 | 0 | 0 | 0 |
Total cost of revenues | 5,470 | 5,282 | 15,218 | 14,480 |
Segment gross (loss) profit | (3,710) | 1,038 | (8,888) | 2,517 |
Intellectual property operations | Operating Segments | ||||
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 0 | 0 | 0 | 0 |
Sales and marketing expenses - industrial operations | 0 | 0 | 0 | 0 |
Amortization of intangible assets | 0 | 0 | 0 | 0 |
General and administrative expenses | 1,818 | 1,527 | 5,317 | 5,050 |
Total other operating expenses | 1,818 | 1,527 | 5,317 | 5,050 |
Operating loss | (5,528) | (489) | (14,205) | (2,533) |
Industrial operations | ||||
Revenues: | ||||
Revenues | 8,324 | 9,558 | 26,461 | 29,105 |
Cost of revenues: | ||||
Inventor royalties | 0 | 0 | 0 | 0 |
Contingent legal fees | 0 | 0 | 0 | 0 |
Litigation and licensing expenses | 0 | 0 | 0 | 0 |
Amortization of patents | 0 | 0 | 0 | 0 |
Cost of sales | 4,377 | 4,648 | 13,530 | 13,432 |
Total cost of revenues | 4,377 | 4,648 | 13,530 | 13,432 |
Segment gross (loss) profit | 3,947 | 4,910 | 12,931 | 15,673 |
Industrial operations | Operating Segments | ||||
Other operating expenses: | ||||
Engineering and development expenses - industrial operations | 172 | 156 | 593 | 491 |
Sales and marketing expenses - industrial operations | 1,613 | 2,119 | 5,385 | 6,429 |
Amortization of intangible assets | 432 | 433 | 1,299 | 1,299 |
General and administrative expenses | 1,567 | 1,756 | 5,444 | 6,431 |
Total other operating expenses | 3,784 | 4,464 | 12,721 | 14,650 |
Operating loss | 163 | 446 | 210 | 1,023 |
License fees | ||||
Revenues: | ||||
Revenues | 1,760 | 6,320 | 6,330 | 16,997 |
License fees | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 1,760 | 6,320 | 6,330 | 16,997 |
License fees | Industrial operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | 0 | 0 |
Printers and parts | ||||
Revenues: | ||||
Revenues | 2,852 | 3,799 | 9,640 | 11,715 |
Printers and parts | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | 0 | 0 |
Printers and parts | Industrial operations | ||||
Revenues: | ||||
Revenues | 2,852 | 3,799 | 9,640 | 11,715 |
Consumable products | ||||
Revenues: | ||||
Revenues | 4,576 | 4,710 | 14,074 | 14,308 |
Consumable products | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | 0 | 0 |
Consumable products | Industrial operations | ||||
Revenues: | ||||
Revenues | 4,576 | 4,710 | 14,074 | 14,308 |
Services | ||||
Revenues: | ||||
Revenues | 896 | 1,049 | 2,747 | 3,082 |
Services | Intellectual property operations | ||||
Revenues: | ||||
Revenues | 0 | 0 | 0 | 0 |
Services | Industrial operations | ||||
Revenues: | ||||
Revenues | $ 896 | $ 1,049 | $ 2,747 | $ 3,082 |
SEGMENT REPORTING - Assets (Det
SEGMENT REPORTING - Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Fair Value | $ 64,511 | $ 61,608 |
Equity securities without readily determinable fair value | 5,816 | 5,816 |
Equity method investments | 30,934 | 30,934 |
Cost | 101,261 | 98,358 |
Other parent assets | 222,246 | 156,394 |
Total assets | 529,147 | 482,928 |
Intellectual property operations | ||
Segment Reporting Information [Line Items] | ||
Total assets | 158,603 | 176,119 |
Industrial operations | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 47,037 | $ 52,057 |
SEGMENT REPORTING - Revenue by
SEGMENT REPORTING - Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 10,084 | $ 15,878 | $ 32,791 | $ 46,102 |
Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,760 | 6,320 | 6,330 | 16,997 |
Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 8,324 | 9,558 | 26,461 | 29,105 |
Americas | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 5,472 | 10,525 | 15,103 | 29,029 |
Americas | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,758 | 6,312 | 3,325 | 16,383 |
Americas | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 3,714 | 4,213 | 11,778 | 12,646 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 5,232 | 10,307 | 13,802 | 28,249 |
United States | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,756 | 6,311 | 2,815 | 16,372 |
United States | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 3,476 | 3,996 | 10,987 | 11,877 |
Canada and Latin America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 240 | 218 | 1,301 | 780 |
Canada and Latin America | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2 | 1 | 510 | 11 |
Canada and Latin America | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 238 | 217 | 791 | 769 |
Europe, Middle East and Africa | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,840 | 2,282 | 6,767 | 7,677 |
Europe, Middle East and Africa | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 0 | 0 | 0 | 589 |
Europe, Middle East and Africa | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,840 | 2,282 | 6,767 | 7,088 |
Asia Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,772 | 3,071 | 10,921 | 9,396 |
Asia Pacific | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2 | 8 | 3,005 | 25 |
Asia Pacific | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,770 | 3,063 | 7,916 | 9,371 |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 793 | 1,403 | 5,408 | 3,627 |
China | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 0 | 0 | 3,000 | 0 |
China | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 793 | 1,403 | 2,408 | 3,627 |
India | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,024 | 582 | 2,022 | 2,563 |
India | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
India | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,024 | 582 | 2,022 | 2,563 |
Asia-Pacific, excluding China and India | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 955 | 1,086 | 3,491 | 3,206 |
Asia-Pacific, excluding China and India | Intellectual property operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2 | 8 | 5 | 25 |
Asia-Pacific, excluding China and India | Industrial operations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 953 | $ 1,078 | $ 3,486 | $ 3,181 |
SEGMENT REPORTING - Long-lived
SEGMENT REPORTING - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | $ 2,647 | $ 3,537 |
Intellectual property operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 225 | 324 |
Industrial operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 2,422 | 3,213 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 374 | 626 |
United States | Intellectual property operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 225 | 324 |
United States | Industrial operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 149 | 302 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 2,131 | 2,703 |
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 | 2,131 | 2,703 |
Other foreign countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 142 | 208 |
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 | $ 142 | $ 208 |