Acacia Research (ACTG) 10-Q 2024 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission file number: 001-37721

Acacia Research Corporation

(Name of registrant as specified in its charter)

Delaware	95-4405754
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer identification No.)

767 Third Avenue,
6th Floor
New York,
NY	10017
(Address of principal executive offices)	(Zip Code)

(332) 236-8500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock	ACTG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	x	Smaller reporting company	x
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of November 7, 2024, was 97,368,165.

ACACIA RESEARCH CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED

September 30, 2024

TABLE OF CONTENTS

		Page
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders' Equity for the Three and Nine Months Ended September 30, 2024 and 2023	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	64
Item 4.	Controls and Procedures	64
PART II.	OTHER INFORMATION	66
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws. To the extent that statements in this Quarterly Report are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Throughout this Quarterly Report, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements include statements regarding, among other things, our business, operating, development, investment and finance strategies, our relationship with Starboard Value LP, acquisition and development activities, financial results of our operating businesses, other related business activities, capital expenditures, earnings, litigation, regulatory matters, markets for our services, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained herein. All of our forward-looking statements include assumptions underlying or relating to such statements and are subject to numerous factors that present considerable risks and uncertainties, including, without limitation:

•Any inability to acquire additional operating businesses and intellectual property assets;

•Costs related to acquiring additional operating businesses and intellectual property;

•Any inability to retain employees and management team(s) at the Company and our operating businesses or disruptions or uncertainty caused by changes to the management team(s) and employees of our operating businesses;

•Any inability to successfully integrate businesses we acquire;

•Any inability of our operating businesses to execute on their business strateg(ies) and adverse developments in their results of operations;

•Facts that are not revealed in the due diligence process in connection with new acquisitions;

•Any determination that we may be deemed to be an investment company under the Investment Company Act of 1940, as amended;

•Disruptions or uncertainty caused by changes to the Company’s management team and board of directors;

•Disruptions or delays caused by outsourcing services to third-party service providers;

•Any inability of our Energy Operations Business to execute its business and hedging strategy;

•The potential for oil and gas prices to decline or for the differential between benchmark prices of oil and the wellhead price to increase;

•Oil or natural gas production becoming uneconomic, causing write downs or adversely affecting our Energy Operations Business' ability to borrow;

•Inflationary pressures, supply chain disruptions or labor shortages;

•Our Energy Operations Business’ ability to replace reserves and efficiently develop current reserves;

•Risks, operational hazards, unforeseen interruptions and other difficulties involved in the production of oil and natural gas;

•The impact on our Energy Operations Business’ operations of seismic events;

•Climate change legislation, rules regulating air emissions, operational safety laws and regulations and any regulatory changes;

•Changes in legislation, regulations, and rules associated with patent and tax law;

•Cybersecurity incidents, including cyberattacks, breaches of security and unauthorized access to or disclosure of confidential information;

•Fluctuations in patent-related legal expenses;

•Findings by any relevant patent office that our patents are invalid or unenforceable;

•Our ability to retain legal counsel in connection with enforcement of our intellectual property;

•Delays in successful prosecution, enforcement, and licensing of our patent portfolio;

•Any inability of our operating businesses to protect their intellectual property;

•Any inability of our operating businesses to develop new products and enhance existing products;

•The loss of any of our operating businesses' major customers that generates a large portion of their revenue or the decrease in demand for their products;

•Any supply chain interruption or inability to manage inventory levels of our operating businesses;

1

•Printronix’s inability to perform satisfactorily under service contracts;

•The potential for negative impacts to our operating businesses as a result of competition, pricing, regulations, the political environment, or other economic or market related factors/conditions;

•Non-performance by third parties of contractual or legal obligations;

•Changes in the Company's credit ratings; and

•Events that are outside of our control, such as political conditions and unrest in international markets, terrorist attacks, malicious human acts, hurricanes and other disasters, pandemics and other similar events.

We have based our forward-looking statements on management’s current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. For additional information related to the risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements described in this Quarterly Report, refer to “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024 (our “2023 Annual Report”), as well as in our other public filings with the SEC. In addition, actual results may differ materially as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business.

The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the SEC. You should read this Quarterly Report in its entirety, together with the documents that we file as exhibits to this Quarterly Report and the documents that we incorporate by reference into this Quarterly Report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of The Nasdaq Stock Market LLC. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.

We qualify all of our forward-looking statements by these cautionary statements.

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACACIA RESEARCH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	360,050	$	340,091
Equity securities	14,100		63,068
Equity securities without readily determinable fair value	5,816		5,816
Equity method investments	30,934		30,934
Accounts receivable, net	10,733		80,555
Inventories	12,218		10,921
Prepaid expenses and other current assets	23,795		23,127
Total current assets	457,646		554,512
Property, plant and equipment, net	2,366		2,356
Oil and natural gas properties, net	190,149		25,117
Goodwill	8,990		8,990
Other intangible assets, net	30,872		33,556
Operating lease, right-of-use assets	1,366		1,872
Deferred income tax assets, net	8,424		2,915
Other non-current assets	7,759		4,227
Total assets	$	707,572	$	633,545
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5,258	$	3,261
Accrued expenses and other current liabilities	8,668		8,405
Accrued compensation	4,969		4,207
Current asset retirement obligation	1,562		—
Royalties and contingent legal fees payable	6,194		10,786
Deferred revenue	1,268		977
Total current liabilities	27,919		27,636
Asset retirement obligation	28,065		—
Long-term lease liabilities	1,251		1,736
Revolving credit facility	70,000		10,525
Other long-term liabilities	1,771		4,039
Total liabilities	129,006		43,936
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding	—		—
Common stock, par value $0.001 per share; 300,000,000 shares authorized; 98,838,337 and 99,895,473 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	99		100
Treasury stock, at cost, 17,720,825 and 16,183,703 shares as of September 30, 2024 and December 31, 2023, respectively	(105,560)		(98,258)
Additional paid-in capital	907,996		906,153
Accumulated deficit	(262,357)		(239,729)
Total Acacia Research Corporation stockholders' equity	540,178		568,266
Noncontrolling interests	38,388		21,343
Total stockholders' equity	578,566		589,609
Total liabilities and stockholders' equity	$	707,572	$	633,545

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

ACACIA RESEARCH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Intellectual property operations	$	486	$	1,760	$	19,442	$	6,330
Industrial operations	7,007		8,324		22,183		26,461
Energy operations	15,817		—		31,843		—
Total revenues	23,310		10,084		73,468		32,791
Costs and expenses:
Cost of revenues - intellectual property operations	5,707		5,470		18,473		15,218
Cost of revenues - industrial operations	3,523		4,377		10,849		13,530
Cost of production - energy operations	11,729		—		23,082		—
Engineering and development expenses - industrial operations	108		172		420		593
Sales and marketing expenses - industrial operations	1,391		1,613		4,333		5,385
General and administrative expenses	11,124		11,605		33,428		33,071
Total costs and expenses	33,582		23,237		90,585		67,797
Operating loss	(10,272)		(13,153)		(17,117)		(35,006)
Other income (expense):
Equity securities investments:
Change in fair value of equity securities	(4,074)		8,823		(35,519)		18,783
Gain (loss) on sale of equity securities	—		—		28,861		(9,360)
Earnings on equity investment in joint venture	—		3,375		—		3,375
Net realized and unrealized (loss) gain	(4,074)		12,198		(6,658)		12,798
Non-recurring legacy legal expense	(2,000)		—		(14,857)		—
Change in fair value of the Series B warrants and embedded derivatives	—		1,525		—		8,241
Gain on derivatives - energy operations	8,034		—		5,546		—
Gain (loss) on foreign currency exchange	130		(70)		(72)		25
Interest expense on Senior Secured Notes	—		(130)		—		(1,930)
Interest income and other, net	2,022		2,195		9,810		9,943
Total other income (expense)	4,112		15,718		(6,231)		29,077
(Loss) income before income taxes	(6,160)		2,565		(23,348)		(5,929)
Income tax (expense) benefit	(5,497)		197		2,673		(641)
Net (loss) income including noncontrolling interests in subsidiaries	(11,657)		2,762		(20,675)		(6,570)
Net income attributable to noncontrolling interests in subsidiaries	(2,339)		(1,126)		(1,953)		(1,126)
Net (loss) income attributable to Acacia Research Corporation	$	(13,996)	$	1,636	$	(22,628)	$	(7,696)
Loss per share:
Net loss attributable to common stockholders - Basic	$	(13,996)	$	(1,741)	$	(22,628)	$	(15,703)
Weighted average number of shares outstanding - Basic	99,854,723		94,328,452		99,893,336		67,072,835
Basic net loss per common share	$	(0.14)	$	(0.02)	$	(0.23)	$	(0.23)
Net loss attributable to common stockholders - Diluted	$	(13,996)	$	(3,164)	$	(22,628)	$	(15,703)
Weighted average number of shares outstanding - Diluted	99,854,723		99,122,973		99,893,336		67,072,835
Diluted net loss per common share	$	(0.14)	$	(0.03)	$	(0.23)	$	(0.23)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

ACACIA RESEARCH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

(In thousands, except share data)

	Three Months Ended September 30, 2024
	Series A Redeemable Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests in Operating Subsidiaries		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2024	—	$	—	100,375,459	$	100	$	(98,258)	$	907,215	$	(248,361)	$	36,049	$	596,745
Net (loss) income including    noncontrolling interests in    subsidiaries	—	—		—	—		—		—		(13,996)		2,339		(11,657)
Compensation expense for    share-based awards	—	—		—	—		—		781		—		—		781
Repurchase of common stock	—	—		(1,537,122)	(1)		(7,302)		—		—		—		(7,303)
Balance at September 30, 2024	—	$	—	98,838,337	$	99	$	(105,560)	$	907,996	$	(262,357)	$	38,388	$	578,566

	Three Months Ended September 30, 2023
	Series A Redeemable Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests in Operating Subsidiaries		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2023	350,000	$	23,154	58,754,795	$	58	$	(98,258)	$	738,712	$	(316,121)	$	11,042	$	335,433
Net income including    noncontrolling interests in    subsidiaries	—	—		—	—		—		—		1,636		1,126		2,762
Distributions to noncontrolling    interests in subsidiaries	—	—		—	—		—		—		—		(1,126)		(1,126)
Conversion of Series A    Redeemable Convertible    Preferred Stock to common stock	(350,000)	(23,154)		9,616,746	10		—		36,024		—		—		36,034
Exercise of Series B warrants	—	—		31,506,849	31		—		129,462		—		—		129,493
Stock options exercised	—	—		7,932	—		—		29		—		—		29
Compensation expense for    share-based awards	—	—		—	—		—		973		—		—		973
Balance at September 30, 2023	—	$	—	99,886,322	$	99	$	(98,258)	$	905,200	$	(314,485)	$	11,042	$	503,598

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

ACACIA RESEARCH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

(In thousands, except share data)

	Nine Months Ended September 30, 2024
	Series A Redeemable Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests in Operating Subsidiaries		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	—	$	—	99,895,473	$	100	$	(98,258)	$	906,153	$	(239,729)	$	21,343	$	589,609
Net (loss) income including    noncontrolling interests in    subsidiaries	—	—		—	—		—		—		(22,628)		1,953		(20,675)
Contributions from noncontrolling    interests in subsidiaries	—	—		—	—		—		—		—		15,250		15,250
Change in ownership percentage in    subsidiary	—	—		—	—		—		158		—		(158)		—
Stock options exercised	—	—		61,667	—		—		223		—		—		223
Issuance of common stock for    vesting of restricted stock units	—	—		643,182	—		—		—		—		—		—
Issuance of common stock for    unvested restricted stock awards,    net of forfeitures	—	—		(2,802)	—		—		—		—		—		—
Shares withheld related to net    share settlement of    share-based awards	—	—		(222,061)	—		—		(1,068)		—		—		(1,068)
Compensation expense for    share-based awards	—	—		—	—		—		2,530		—		—		2,530
Repurchase of common stock	—	—		(1,537,122)	(1)		(7,302)		—		—		—		(7,303)
Balance at September 30, 2024	—	$	—	98,838,337	$	99	$	(105,560)	$	907,996	$	(262,357)	$	38,388	$	578,566

	Nine Months Ended September 30, 2023
	Series A Redeemable Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests in Operating Subsidiaries		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	350,000	$	19,924	43,484,867	$	43	$	(98,258)	$	663,284	$	(306,789)	$	11,042	$	269,322
Net (loss) income including    noncontrolling interests in    subsidiaries	—	—		—	—		—		—		(7,696)		1,126		(6,570)
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)		—		—		(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	(350,000)	(23,154)		9,616,746	10		—		36,024		—		—		36,034
Exercise of Series B warrants	—	—		31,506,849	31		—		129,462		—		—		129,493
Stock options exercised	—	—		67,500	—		—		235		—		—		235
Issuance of common stock from the    Rights Offering	—	—		15,068,753	15		—		79,096		—		—		79,111
Issuance of common stock for    vesting of restricted stock units	—	—		313,351	—		—		—		—		—		—
Issuance of common stock for    unvested restricted stock awards,    net of forfeitures	—	—		(34,167)	—		—		—		—		—		—
Shares withheld related to net    share settlement of    share-based awards	—	—		(137,577)	—		—		(595)		—		—		(595)
Compensation expense for    share-based awards	—	—		—	—		—		2,324		—		—		2,324
Balance at September 30, 2023	—	$	—	99,886,322	$	99	$	(98,258)	$	905,200	$	(314,485)	$	11,042	$	503,598

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

ACACIA RESEARCH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net loss including noncontrolling interests in subsidiaries	$	(20,675)	$	(6,570)
Adjustments to reconcile net loss including noncontrolling interests in subsidiaries to net cash provided by (used in)    operating activities:
Depreciation, depletion and amortization	21,735		10,152
Accretion of asset retirement obligation	620		—
Change in fair value of Series A redeemable convertible preferred stock embedded derivatives	—		(3,954)
Change in fair value of Series B warrants	—		(2,762)
Gain on exercise of Series B warrants	—		(1,525)
Compensation expense for share-based awards	2,530		2,324
Loss (gain) on foreign currency exchange	72		(25)
Change in fair value of equity securities	35,519		(18,783)
(Gain) loss on sale of equity securities	(28,861)		9,360
Earnings on equity investment in joint venture	—		(3,375)
Unrealized gain on derivatives	(3,918)		—
Deferred income taxes	(5,509)		(1,063)
Changes in assets and liabilities:
Accounts receivable	69,710		2,982
Inventories	(1,297)		1,847
Prepaid expenses and other assets	(3,373)		(1,395)
Accounts payable and accrued expenses	8,129		(5,623)
Royalties and contingent legal fees payable	(4,593)		597
Deferred revenue	295		(149)
Net cash provided by (used in) operating activities	70,384		(17,962)
Cash flows from investing activities:
Patent acquisition	(14,000)		—
Purchases of equity securities	(15,544)		(8,678)
Sales of equity securities	57,854		15,198
Distributions received from equity investment in joint venture	—		2,249
Net purchases of property and equipment and additions to oil and gas properties	(145,377)		(152)
Net cash (used in) provided by investing activities	(117,067)		8,617
Cash flows from financing activities:
Repurchase of common stock	(7,303)		—
Paydown of Senior Secured Notes	—		(60,000)
Contributions from noncontrolling interest	15,250		—
Borrowings on the Revolving credit facility	71,475		—
Paydown of Revolving Credit Facility	(12,000)		—
Dividend on Series A Redeemable Convertible Preferred Stock	—		(1,400)
Taxes paid related to net share settlement of share-based awards	(1,068)		(595)
Proceeds from Rights Offering	—		79,111
Proceeds from exercise of Series B warrants	—		49,000
Proceeds from exercise of stock options	223		235
Net cash provided by financing activities	66,577		66,351
Effect of exchange rates on cash and cash equivalents	65		(59)
Increase in cash and cash equivalents	19,959		56,947
Cash and cash equivalents, beginning	340,091		287,786
Cash and cash equivalents, ending	$	360,050	$	344,733
Supplemental schedule of cash flow information:
Interest paid	$	2,707	$	2,380
Income taxes paid	460		722
Noncash investing and financing activities:
Distribution to noncontrolling interests in subsidiaries	—		1,126

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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ACACIA RESEARCH CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Acacia Research Corporation (the “Company,” “Acacia,” “we,” “us,” or “our”) is focused on acquiring and operating attractive businesses across the mature technology, energy and industrial/manufacturing sectors where it believes it can leverage its expertise, significant capital base and deep industry relationships to drive value. We focus on identifying, pursuing and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have 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.

We are particularly attracted to complex situations where we believe value is not fully recognized, the value of certain operations are masked by a diversified business mix, or where private ownership has not invested the capital and/or resources necessary to support long-term value. Through our public market activities, we aim to initiate strategic block positions in public companies as a path to complete whole company acquisitions or strategic transactions that unlock value. We believe this business model is differentiated from private equity funds, which do not typically own public securities prior to acquiring companies, hedge funds, which do not typically acquire entire businesses, and other acquisition vehicles such as special purpose acquisition companies, which are narrowly focused on completing one singular, defining acquisition.

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.

Relationship with Starboard Value, LP

Our strategic relationship with Starboard Value, LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value LP, “Starboard”), the Company's controlling 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. We have also entered into the Services Agreement (as defined below) with Starboard where Starboard has agreed to provide certain trade execution, research, due diligence, and other services on an expense reimbursement basis. Starboard beneficially owned 61,123,595 shares of common stock as of September 30, 2024, representing approximately 61.8% of the common stock based on 98,838,337 shares of common stock issued and outstanding as of such date. Refer to Note 10 for additional information.

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, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue.

Currently, on a consolidated basis, our operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a variety of industries. ARG generates revenues and related cash flows from the granting of IP rights for the use of patented technologies that its operating subsidiaries control or own.

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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, 2024 and the year ended December 31, 2023, ARG did not obtain control of any new patent portfolios.

Industrial Operations

Our Industrial Operations Business consists of Printronix, 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. We support existing management in its initiative to reduce costs and operate more efficiently and in its execution of strategic partnerships to generate growth.

Energy Operations Acquisition

On November 13, 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark Energy II, LLC (“Benchmark”). Headquartered in Austin, Texas, Benchmark is 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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. Prior to the Transaction (as defined below), Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated. Benchmark seeks to acquire predictable and shallow decline, cash-flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage. Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations. The Company's consolidated financial statements include Benchmark's consolidated operations from November 13, 2023 through September 30, 2024.

On April 17, 2024, Benchmark consummated the previously announced transaction contemplated in the Purchase and Sale Agreement (the “Revolution Purchase Agreement”), dated February 16, 2024, by and among Benchmark and Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC (collectively, “Revolution”).

Pursuant to the Revolution Purchase Agreement, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells (such purchase and sale, together with the other transactions contemplated by the Revolution Purchase Agreement, the “Revolution Transaction”) for a purchase price of $145 million in cash (the “Revolution Purchase Price”), subject to customary post-closing adjustments. The Company’s contribution to Benchmark to fund its portion of the Revolution Purchase Price and related fees was $59.9 million, which was funded from cash on hand. The remainder of the Revolution Purchase Price was funded by a combination of borrowings under the Revolution Revolving Credit Facility (as defined below) and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. Following closing, the Company’s interest in Benchmark is approximately 73.5%. The Revolution Transaction has been accounted for as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) 805-50, "Business Combinations." Refer to Note 2 for additional information regarding the Revolution Revolving Credit Facility.

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Deflecto Acquisition

On October 18, 2024, Deflecto Holdco LLC (“Deflecto Purchaser”), a wholly-owned subsidiary of Acacia, acquired Deflecto Acquisition, Inc. (“Deflecto”), pursuant to that certain Stock Purchase Agreement (the “Deflecto Stock Purchase Agreement”) entered into on the same day with Deflecto Holdings, LLC and Evriholder Finance LLC (collectively, the “Deflecto Sellers”), Deflecto and the Sellers’ Representative named therein. Pursuant to the Deflecto Stock Purchase Agreement, Deflecto Purchaser purchased all of the issued and outstanding equity interests of Deflecto, upon the terms and subject to the conditions of the Deflecto Stock Purchase Agreement (such purchase and sale, together with the other transactions contemplated by the Deflecto Stock Purchase Agreement, the “Deflecto Transaction”). Headquartered in Indianapolis, Indiana, Deflecto is a leading specialty manufacturer of essential products serving the commercial transportation, HVAC, and office markets. The Deflecto Transaction closed simultaneously with the execution of the Deflecto Stock Purchase Agreement on October 18, 2024. Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the Deflecto Sellers in the Deflecto Transaction consisted of $103.7 million, subject to certain working capital, debt and other customary adjustments set forth in the Stock Purchase Agreement (the “Deflecto Purchase Price”). The Deflecto Purchase Price was funded with a combination of borrowings of a $48.0 million secured term loan (the “Deflecto Term Loan”) and cash on hand. A portion of the Deflecto Purchase Price is being held in escrow to indemnify Deflecto Purchaser against certain claims, losses and liabilities.

2. 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.

The Company holds a variable interest in Benchmark as the Company is obligated to absorb the loss and has the right to receive the benefit from Benchmark after the acquisition date and therefore, Benchmark is considered a variable interest entity ("VIE"). We determined that we have the power to direct the activities that most significantly impact Benchmark's economic performance and we (i) are obligated to absorb the losses that could be significant to Benchmark or (ii) hold the right to receive benefits from Benchmark that could potentially be significant to it.

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 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, 2023, as reported by Acacia in its 2023 Annual Report, 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

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Acacia's consolidated financial position as of September 30, 2024, 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, 2024 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.

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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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Paid-up license revenue agreements	$	—	$	1,410	$	17,253	$	5,385
Recurring License Revenue Agreements	486		350		2,189		945
Total	$	486	$	1,760	$	19,442	$	6,330

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. As a practical expedient, incremental costs of obtaining a contract are expensed as incurred when the expected amortization period is one year or less. Service revenue

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commissions are tied to the revenue recognized during the current year of the related sale. All taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue.

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Printers, consumables and parts	$	6,149	$	7,428	$	19,678	$	23,714
Services	858		896		2,505		2,747
Total	$	7,007	$	8,324	$	22,183	$	26,461

Refer to Note 17 for additional information regarding net sales to customers by geographic region.

Deferred revenue in the consolidated balance sheets represents a contract liability under ASC 606 and consists of payments and billings in advance of the performance. Printronix recognized approximately $322,000 and $344,000 in revenue that was previously included in the beginning balance of deferred revenue during the three months ended September 30, 2024 and 2023, respectively. Printronix recognized approximately $1.4 million in revenue that was previously included in the beginning balance of deferred revenue during each of the nine months ended September 30, 2024 and 2023.

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 included in deferred revenue was $483,000 and $567,000 as of September 30, 2024 and December 31, 2023, respectively. Printronix adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. On average, remaining performance obligations as of September 30, 2024 are expected to be recognized over a period of approximately two years.

Energy Operations

Benchmark recognizes revenues from sales of oil and natural gas products upon transfer of control of the product to the customer. Benchmark's contracts' pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil and natural gas products and prevailing supply and demand conditions. As a result, the price of the oil and natural gas fluctuates to remain competitive with other available oil and natural gas supplies. To the extent actual volumes and prices of oil and natural gas products are unavailable at the time of reporting, Benchmark will estimate the amounts. Benchmark records the differences between such estimates and actual amounts of oil and natural gas sales in the following month upon receipt of payment from the customer and any differences have historically been insignificant.

Benchmark sells oil production to customers at the wellhead or other contractually agreed upon delivery locations. Revenue is recognized when control transfers to the customer upon delivery to the contractually agreed delivery point, at

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which time the customer takes custody, title, and risk of loss of the product. Revenue is recorded based on contract pricing terms which reflect prevailing market prices, net of pricing differentials. Oil revenue is recognized during the month in which control transfers to the customer, and it is probable Benchmark will collect the consideration it is entitled to receive.

Benchmark's natural gas and natural gas liquids are sold to midstream customers at the lease location, inlet of the midstream entity’s gathering system, the tailgate of a natural gas processing plant, or other contractual delivery point. The midstream entity gathers, processes, and remits proceeds to Benchmark for the resulting sale of natural gas and natural gas liquids, and generally includes a reduction for contractual fees and for percent of proceeds. For the contracts where Benchmark maintains control through the outlet of the midstream processing facility, Benchmark recognizes revenue on a gross basis, with gathering, transportation, and processing fees presented as an expense on the consolidated statements of operations. Alternatively, where Benchmark relinquishes control at the inlet of the midstream processing facility, Benchmark recognizes natural gas and natural gas liquids revenues based on the net amount of the proceeds received from the midstream processing entity as customer.

Benchmark's other service sales include services that provides a variety of oilfield and land services to their customers.

Benchmark's proportionate share of production from non-operated properties is generally marketed at the discretion of the operators with Benchmark receiving a net payment from the operator representing Benchmark's proportionate share of sales proceeds, which is net of costs incurred by the operator, if any. Such non-operated revenues are recognized at the net amount of proceeds to be received by Benchmark during the month in which production occurs, and it is probable Benchmark will collect the consideration it is entitled to receive. Proceeds are generally received by Benchmark within two to three months after the month in which production occurs.

Benchmark's realized and unrealized derivative gain or (loss) are included in other income or (expense) in the consolidated statements of operations.

Benchmark's revenue were comprised of the following for the periods presented:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024			2024
	(In thousands)
Oil sales	$	8,997		$	17,740
Natural gas sales	2,829			5,550
Natural gas liquids sales	3,837			8,390
Other service sales	154			163
Total	$	15,817		$	31,843

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

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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. Allowance for credit losses was immaterial as of September 30, 2024 and December 31, 2023.

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, 2024 and December 31, 2023, Printronix's combined allowance for credit losses and allowance for sales returns was $423,000 and $56,000, respectively.

Energy Operations

Benchmark's oil and gas accounts receivable consist of crude oil, natural gas and natural gas liquids sales proceeds receivable from purchasers. Accounts receivable – joint interest owners consist of amounts due from joint interest partners for operating costs. Benchmark's accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for credit losses may be established to reflect management'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 by evaluating individual customer receivables based on known troubled accounts, historical experience, and other currently available evidence. As of September 30, 2024 and December 31, 2023, Benchmark's allowance for credit losses was $100,000 and zero, respectively.

Inventories

Industrial Operations

Printronix's inventories, which include material, labor and overhead costs, are valued at the lower of cost or net realizable value. Cost is determined at standard cost adjusted on a first-in, first-out basis for variances. Cost includes shipping and handling fees and other costs, including freight insurance and customs duties for international shipments, which are subsequently expensed to cost of sales. Printronix evaluates and records a provision to reduce the carrying value of inventory for estimated excess and obsolete stocks based upon forecasted demand, planned obsolescence and market conditions. Refer to Note 4 for additional information related to Printronix's inventories.

Energy Operations

Benchmark's inventory represents tangible assets such as drilling pipe, tubing, casing and operating supplies used in Benchmark's future drilling program or repair operations. Cost is determined using the first-in, first-out method and is valued at the lower of cost or net realizable value. Refer to Note 4 for additional information related to Benchmark's inventories.

Oil and Natural Gas Properties

Benchmark follows the successful efforts method of accounting for oil and natural gas producing activities. Costs to acquire oil and gas product leaseholds, to drill and equip exploratory wells that find proved reserves, to drill and equip development wells and related asset retirement costs are capitalized. Costs to drill exploratory wells are capitalized pending determination of whether the wells have found proved reserves. If Benchmark determines that the wells do not find proved reserves, the costs are charged to expense. At September 30, 2024, as most of Benchmarks' wells are producing, Benchmark had no capitalized exploratory costs that were pending determination of economic reserves. Geological and geophysical costs, including seismic studies and costs of carrying and retaining unproved properties, are charged to expense as incurred. On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depletion and depreciation are eliminated from the property accounts, and the resulting gain or loss is recognized. On the sale of a partial unit of proved property, the amount received is treated as a reduction of the cost of the interest retained. Capitalized costs of proved oil and natural gas leasehold costs are depleted based on the unit-of-production method over total estimated proved reserves, and capitalized drilling and development costs of producing oil and natural gas properties,

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including related equipment and facilities are depreciated based on the unit-of-production method over the estimated proved developed reserves.

Capitalized costs related to proved oil, natural gas properties, including wells and related equipment and facilities, are evaluated for impairment based on an analysis of undiscounted future net cash flows. If undiscounted cash flows are insufficient to recover the net capitalized costs related to proved properties, then an impairment charge is recognized in income from operations equal to the difference between the net capitalized costs related to proved properties and their estimated fair values based on the present value of the related future net cash flows. Refer to Note 6 for additional information.

Goodwill

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 7 for additional information.

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. The Company’s leases primarily consist of facility leases which are classified as operating leases. Lease expense is recognized on a straight-line basis over the lease term.

As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Refer to Note 13 for additional information.

Impairment of Long-lived Assets

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 two to five years. Refer to Note 7 for additional information.

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 7 for additional information.

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.

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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 7 for additional information.

Asset Retirement Obligation

Asset retirement obligation ("ARO") represents the future costs associated with the plugging and abandonment of oil and natural gas wells, removal of equipment and facilities from the leased acreage and land restoration in accordance with applicable local, state and federal laws. The discounted fair value of an ARO liability is required to be recognized in the period in which it is incurred, with the associated asset retirement cost capitalized as part of the carrying cost of the oil and natural gas asset. Significant inputs used to calculate the ARO include estimates and timing of costs to be incurred, the credit adjusted discount rates and inflation rates. The Company has designated these inputs as Level 3 significant unobservable inputs. The ARO is accreted to its present value each period, and the capitalized asset retirement costs are depleted with proved oil and natural gas properties using the units-of-production method. If estimated future costs of ARO change, an adjustment is recorded to both the ARO and the long-lived asset. Revisions to estimated ARO can result from changes in cost estimates, revisions to estimated inflation rates and changes in the estimated timing of abandonment.

Revolving Credit Facility

Credit Agreement

On September 16, 2022, Benchmark entered into a credit agreement (the "Original Benchmark Credit Agreement") for a revolving credit facility (the "Original Benchmark Revolver") and a term loan with a bank. The Original Benchmark Revolver had an initial borrowing base of $25 million and $75 million maximum borrowing capacity. The Original Benchmark Revolver was set to mature on September 16, 2025. The availability under the Original Benchmark Credit Agreement was subject to the borrowing base, which was redetermined on April 1 and October 1 of each year. During 2023, the borrowing base was reduced to $17.5 million and payment was made, which further reduced the borrowing base to $10.5 million. The Original Benchmark Revolver was paid in full during the nine months ended September 30, 2024. As of September 30, 2024 and December 31, 2023 the outstanding balance on the Original Benchmark Revolver was zero and $10.5 million, respectively. Additionally, Benchmark initially borrowed $3.5 million under a related term loan, which was paid in full during 2023. Benchmark’s outstanding balance on that term loan was zero as of September 30, 2024 and December 31, 2023.

Loan Agreement

On April 17, 2024 (the "Revolution Closing Date"), in connection with the Transaction, BE Anadarko II, LLC, a subsidiary of Benchmark, entered into a Loan Agreement (the "Benchmark Loan Agreement") with Frost Bank, as Administrative Agent and LC Issuer ("Frost Bank") and the lenders from time to time party thereto (the "Benchmark Lenders"), governing a new revolving credit facility (the "Benchmark Revolving Credit Facility"), with a maximum aggregate credit amount of $150 million, of which approximately $85 million was available at the Revolution Closing Date, that Benchmark may draw upon from time to time subject to the terms and conditions set forth in the Benchmark Loan Agreement. The Benchmark Revolving Credit Facility will mature April 17, 2027 and includes a letter of credit subfacility. On the Closing Date, $82.7 million, including $660,000 related to letters of credit, was drawn under the Benchmark Revolving Credit Facility. Benchmark pledged substantially all of its oil and gas properties and other assets as collateral to secure amounts outstanding under the Benchmark Loan Agreement. During the nine months ended September 30, 2024, Benchmark made payment of $12.0 million under the Benchmark Revolving Credit Facility reducing the borrowing base. As of September 30, 2024 the outstanding balance on the Benchmark Revolving Credit Facility was $70.0 million.

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Borrowings under the Benchmark Revolving Credit Facility bear interest at a rate per annum equal to the “Adjusted Term Secured Overnight Financing Rate (“SOFR”) Margin Rate” (as defined in the Loan Agreement) plus a margin of 3.00% to 4.00%. The applicable margin is determined based on a monthly utilization percentage, and the availability is determined by reference to a borrowing base calculation. As of September 30, 2024, the interest rate associated with the outstanding balance on the Benchmark Revolving Credit Facility was 9%. Unused commitments under the Benchmark Revolving Credit Facility are subject to a commitment fee 0.5% payable on a quarterly basis.

The Benchmark Loan Agreement contains customary covenants with respect to BE Anadarko and its subsidiaries, including, among others, limitations on indebtedness, liens, mergers, issuances of disqualified capital stock, dispositions, payment of dividends, investments and new businesses, amendments of organizational documents and other material contracts, hedging contracts, sale and lease back transactions and transactions with affiliates. In addition, the Benchmark Loan Agreement contains covenants that require BE Anadarko to maintain certain financial ratios related to its consolidated current assets and leverage. The Benchmark Loan Agreement also contains certain events of default, including, among others, nonpayment, inaccuracy of representations and warranties, violation of covenants, cross-default to other indebtedness, bankruptcy, material judgments, or a change of control. Upon the occurrence of an event of default, the Benchmark Lenders may terminate the commitments under the Benchmark Loan Agreement and declare all loans due and payable.

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 14 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 to four years. Compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The fair value of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance based stock awards (“PSUs”) are determined by the product of the number of shares or units granted and the grant date market price of the underlying common stock. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model. Forfeitures are accounted for as they occur. Refer to Note 15 for additional information.

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 and certain equity security investments. All foreign currency exchange activity is recorded in the consolidated statements of operations.

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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 tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, Acacia updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded.

Our income tax expense for the three months ended September 30, 2024 is primarily attributable to changes to the forecasted benefit of losses estimated for 2024. Our income tax benefit for the nine months ended September 30, 2024 is primarily attributable to recognizing a benefit for losses incurred year to date offset by foreign withholding taxes. 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.

The Company's effective tax rates were 89% and (8)% for the three months ended September 30, 2024 and 2023, respectively. The Company's effective tax rates were (11)% and 11% for the nine months ended September 30, 2024 and 2023, respectively. Our 2024 effective tax rate in each period differed from the U.S. federal statutory rate primarily due to foreign withholding taxes which we could not recognize as a foreign tax credit and non-deductible items. Our 2023 effective tax rate in the 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. 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, 2024 and December 31, 2023. These assets primarily consist of foreign tax credits and state net operating loss carryforwards.

At September 30, 2024 and December 31, 2023, the Company had total unrecognized tax benefits of approximately $757,000. At September 30, 2024 and December 31, 2023, $757,000 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, 2024, if recognized, $757,000 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

There have been no recent accounting pronouncements adopted by the Company which would have a material impact on the Company's financial statements.

Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures”, which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual

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basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures," which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities on an annual basis (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires that entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 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.

3. EQUITY SECURITIES

Equity securities for the periods presented were comprised of the following:

Security Type	Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(In thousands)
September 30, 2024:
Equity securities - other common stock	$	19,971	$	5	$	(5,876)	$	14,100
Total	$	19,971	$	5	$	(5,876)	$	14,100
December 31, 2023:
Equity securities - Life Sciences Portfolio	$	28,498	$	28,600	$	(20)	$	57,078
Equity securities - other common stock	4,925		1,080		(15)		5,990
Total	$	33,423	$	29,680	$	(35)	$	63,068

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 a portfolio of investments in 18 public and private life sciences companies (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, 2024 and December 31, 2023, the total fair value of the remaining Life Sciences Portfolio investment was $25.7 million and $82.8 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. On November 1, 2023, the Company, through a wholly owned subsidiary, 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 $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). On January 19, 2024, the Company completed such sale for $57.1 million. Following the completion of the share sale, the Company no longer owns any shares of Arix.

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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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Change in fair value of equity securities of public    companies	$	—	$	8,187	$	(28,581)	$	7,677
Gain on sale of equity securities of public    companies	—		—		28,581		—
Net realized and unrealized gain	$	—	$	8,187	$	—	$	7,677

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, 2024 and December 31, 2023, this investment did not meet the significance thresholds for additional summarized income statement disclosures, as defined by the SEC. During the nine months ended September 30, 2024 and 2023, our consolidated earnings on equity investment included in the consolidated statements of operations was zero and $3.4 million, respectively. No distributions were received during the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, MalinJ1 made distributions of $2.2 million to Acacia and $1.1 million to noncontrolling interests.

4. INVENTORIES

Inventories consisted of the following:

	September 30, 2024		December 31, 2023
	(In thousands)
Raw materials	$	3,785	$	3,961
Subassemblies and work in process	1,150		1,882
Finished goods	7,868		5,578
	12,803		11,421
Inventory reserves	(585)		(500)
Total inventories	$	12,218	$	10,921

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5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:

	September 30, 2024		December 31, 2023
	(In thousands)
Machinery and equipment	$	3,033	$	3,035
Vehicles	736		—
Furniture and fixtures	362		395
Computer hardware and software	387		312
Leasehold improvements	1,020		1,018
	5,538		4,760
Accumulated depreciation and amortization	(3,172)		(2,404)
Property, plant and equipment, net	$	2,366	$	2,356

Total depreciation and amortization expense in the consolidated statements of operations was $326,000 and $330,000 for the three months ended September 30, 2024 and 2023, respectively, and $883,000 and $1.1 million for the nine months ended September 30, 2024 and 2023, respectively. Our Intellectual Property Operations and parent company include depreciation and amortization in general and administrative expenses. For the three months ended September 30, 2024 and 2023, our Industrial Operations allocated depreciation and amortization, totaling $247,000 and $298,000, respectively, to all applicable operating expense categories, including cost of sales of $96,000 and $99,000, respectively. For the nine months ended September 30, 2024 and 2023, our Industrial Operations allocated depreciation and amortization, totaling $749,000 and $952,000, respectively, to all applicable operating expense categories, including cost of sales of $304,000 and $315,000, respectively.

6. OIL AND NATURAL GAS PROPERTIES, NET

Benchmark's oil and natural gas properties consisted of the following:

	September 30, 2024		December 31, 2023
	(In thousands)
Proved oil and gas properties	$	193,690	$	25,276
Unproved oil and gas properties	4,786		—
Accumulated depletion and depreciation	(8,327)		(159)
Oil and natural gas properties, net	$	190,149	$	25,117

Total depletion and depreciation expense in the consolidated statements of operations was $4.3 million and $8.2 million for the three and nine months ended September 30, 2024, respectively. Our Energy Operations includes depletion and depreciation in cost of production.

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7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Changes in the carrying amount of goodwill consisted of the following:

	September 30, 2024
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	1,449	$	8,990
Acquisition of business	—		—		—
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

	December 31, 2023
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	—	$	7,541
Acquisition of business	—		1,449		1,449
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

The ending balance of goodwill includes no accumulated impairment losses to date. Refer to Note 1 for additional information related to the Printronix and Benchmark acquisitions.

Other intangible assets, net consisted of the following:

	September 30, 2024
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	351,403	$	(327,499)	$	23,904
Industrial operations	7 years	3,400		(1,446)		1,954
Total patents		354,803		(328,945)		25,858
Customer relationships - industrial operations	7 years	5,300		(2,256)		3,044
Trade name and trademarks - industrial operations	7 years	3,430		(1,460)		1,970
Total		$	363,533	$	(332,661)	$	30,872

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	December 31, 2023
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	341,403	$	(316,114)	$	25,289
Industrial operations	7 years	3,400		(1,083)		2,317
Total patents		344,803		(317,197)		27,606
Customer relationships - industrial operations	7 years	5,300		(1,689)		3,611
Trade name and trademarks - industrial operations	7 years	3,430		(1,091)		2,339
Total		$	353,533	$	(319,977)	$	33,556

Total other intangible asset amortization expense in the consolidated statements of operations was $5.1 million and $3.0 million for the three months ended September 30, 2024 and 2023, respectively, and $12.7 million and $9.1 million for the nine months ended September 30, 2024 and 2023, respectively. The Company did not record charges related to impairment of other intangible assets for the nine months ended September 30, 2024 and 2023. There was no accelerated amortization of other intangible assets for the nine months ended September 30, 2024 and 2023. 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 2024	$	5,146
2025	18,485
2026	4,173
2027	1,734
2028	1,334
Total	$	30,872

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, which was fully paid in 2023. The patent costs are included in prepaid expenses and other current assets in the consolidated balance sheet as of September 30, 2024. During the year ended December 31, 2023 and during the nine months ended September 30, 2024, ARG entered into agreements to obtain preferential future returns for existing patent portfolios for $10.0 million in each respective period, of which $6.0 million was paid in the fourth quarter of 2023 and $14.0 million was paid during the nine months ended September 30, 2024. As of September 30, 2024 and December 31, 2023, zero and $4.0 million of certain patent and patent rights acquisition costs was accrued, respectively, and included in accrued expenses and other current liabilities (see Note 8).

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8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2024		December 31, 2023
	(In thousands)
Accrued consulting and other professional fees	$	3,268	$	1,595
Income taxes payable	1,198		619
Revolving credit facility interest accrual	1,185		106
Product warranty liability, current	42		30
Service contract costs, current	347		169
Short-term lease liability	1,115		1,248
Accrued patent cost (see Note 7)	—		4,000
Other accrued liabilities	1,513		638
Total	$	8,668	$	8,405

9. ASSET RETIREMENT OBLIGATIONS

The following is a summary of the asset retirement obligations in the consolidated balance sheets:

	September 30, 2024
	(In thousands)
Beginning balance		$	294
Liabilities acquired		28,713
Accretion of discounts		620
Ending balance		$	29,627
Less: Current portion		(1,562)
Asset retirement obligation, long-term		$	28,065

10. 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 the Company's common stock (the “Series A Warrants”) and (iii) Series B Warrants to purchase up to 100,000,000 shares of the Company's common stock (the “Series B Warrants”).

On November 12, 2021, the Board of Directors of the Company (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 a Recapitalization Agreement with Starboard (the "Recapitalization Agreement") in order to simplify the Company’s capital structure, pursuant to which, among other things, (1) effective as of November 1, 2022, Starboard exercised the Series A Warrants in full and received 5,000,000 shares of the Company’s common stock, (2) Starboard 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 (the “Preferred Stock Conversion”), and (b) Starboard exercised 31,506,849 of the Series B

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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 (the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $55.0 million (the "Series B Warrants Exercise"). Such transactions are referred to as the "Recapitalization Transactions." 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 an annual rate of 3.0% on the stated value. Upon consummation of the Printronix acquisition in October 2021, the dividend rate increased to 8.0% on the stated value. There were no accrued and unpaid dividends as of September 30, 2024 and December 31, 2023.

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. Following Starboard’s conversion of its 350,000 shares of Series A Redeemable Convertible Preferred Stock, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding, which resulted in a fair value of zero.

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 nine months ended September 30, 2024 and 2023 was zero and $3.2 million, respectively.

Series B Warrants

On February 25, 2020, pursuant to the terms of the Securities Purchase Agreement with Starboard, 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 Senior Secured Notes. 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 Senior Secured 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

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through the cancellation of Senior Secured 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). In 2023, the remaining 31,506,849 Series B Warrants were exercised.

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 effectively 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, Starboard 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 Starboard in consideration of the cash payment and cancellation of any outstanding Senior Secured Notes.

The Series B Warrants were classified as a liability in accordance with ASC 480, “Distinguishing Liabilities from Equity”, as the agreement provided for net cash settlement upon a change in control, which was 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, which resulted in a fair value of zero, with changes in fair value recognized in other income or (expense) in the consolidated statements of operations. As of September 30, 2024, no Series B warrants were issued or outstanding.

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”).

Starboard 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 Starboard 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 Concurrent Private 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.

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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, among other things, 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. 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"), would 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.

Services Agreement

On December 12, 2023, the Company entered into a Services Agreement with Starboard (the “Services Agreement”), pursuant to which, upon the Company’s request, Starboard will provide to the Company certain trade execution, research, due diligence and other services. Starboard has agreed to provide the services on an expense reimbursement basis and no separate fee will be charged by Starboard for the services. During the nine months ended September 30, 2024 the Company reimbursed Starboard $476,000 under the Services Agreement.

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11. 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, 2024 and December 31, 2023:

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. The 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. On November 1, 2023, the Company, through a wholly owned subsidiary, entered into the Arix Shares Purchase Agreement with RTW Bio to sell its shares of Arix to RTW Bio for a purchase price of $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). On January 19, 2024, the Company completed such sale for $57.1 million. As a result, as of September 30, 2024, the aggregate carrying amount of this investment was zero, and was included in equity securities, in the consolidated balance sheet (refer to Note 3 for additional information).

Commodity Derivative Instruments: Commodity derivative instruments are recorded at fair value using industry standard models using assumptions and inputs which are substantially observable in active markets throughout the full term of the instruments. These include market price curves, quoted market prices in active markets, credit risk adjustments, implied market volatility and discount factors. The fair value of these instruments are within Level 2 of the valuation hierarchy. During 2024, Benchmark executed derivative contracts with counterparties and also executed an International Swap Dealers Association Master Agreement ("ISDA") with its counterparties, the terms of which provide Benchmark and its counterparties with rights of offset. There are no derivative assets that were subjected to offset for the three and nine months ended September 30, 2024. As of September 30, 2024, the aggregate fair value of the open commodity derivatives was $6.6 million and is included in prepaid expenses and other current assets and other non-current assets, in the consolidated balance sheet (refer to Note 2 to the consolidated financial statements included in our 2023 Annual Report).

Series B Warrants. Series B Warrants were 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 10 for additional information). The fair value of the remaining Series B Warrants as of July 13, 2023 was estimated based on the following significant assumptions: volatility of 120 percent, risk-free rate of 5.24 percent, term of 0.04 years and a dividend yield of 0 percent. 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

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were exercised, which also resulted in a fair value of zero as of December 31, 2023 (refer to Note 10 for additional information). As of September 30, 2024, no Series B warrants were issued or outstanding. 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 10 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. 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. The fair value of the embedded derivative as of July 13, 2023 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 14.80 percent. 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 December 31, 2023 (refer to Note 10 for additional information). As of September 30, 2024, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding.

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, 2024:
Equity securities	$	14,100	$	—	$	—	$	14,100
Commodity derivative instruments	—		6,641		—		6,641
Total	$	14,100	$	6,641	$	—	$	20,741
December 31, 2023:
Equity securities	$	63,068	$	—	$	—	$	63,068
Commodity derivative instruments	—		2,723		—		2,723
Total	$	63,068	$	2,723	$	—	$	65,791

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Benchmark's realized derivative gain for the three and nine months ended September 30, 2024 was $715,000 and $1.6 million, respectively. Benchmark's unrealized derivative gain for the three and nine months ended September 30, 2024 was $7.3 million and $3.9 million, respectively. No amounts are netted under the terms of the ISDA.

The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which were measured at fair value on a recurring basis. There are no Level 3 liabilities as of September 30, 2024. The changes in the estimated fair value of the Company's Level 3 liabilities as of September 30, 2023 were as follows:

	Series A Embedded Derivative Liabilities		Series B Warrant Liabilities		Total
	(In thousands)
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	—		—		—

In accordance with U.S. GAAP, from time to time, the Company measures certain assets and liabilities at fair value on a nonrecurring basis. Assets and liabilities accounted for on a non-recurring basis include asset retirement obligations incurred by the drilling of new oil and natural gas wells, the change in estimated asset retirement obligations, and the carrying value of proved and unproved oil and natural gas properties following impairment. The fair value of the asset retirement obligations is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount and significant inputs include the estimated plug and abandonment cost per well, the estimated life per well and the credit-adjusted risk-free rate. The fair value of the asset retirement obligations are within Level 3 of the fair value hierarchy. The Company also 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.

12. RELATED PARTY TRANSACTIONS

The Company reimbursed an aggregate amount of $14,000 and $123,000 during the nine months ended September 30, 2024 and 2023, respectively, to former executive officers in connection with legal fees incurred following such officers’ respective departures from the Company.

In 2023, the Company entered into a Loan Facility ("Loan Facility") with a private portfolio company. As of September 30, 2024 and December 31, 2023, the Loan Facility balance including interest receivable was $3.1 million and $2.2 million, respectively. The Loan Facility bore an interest rate of 9.5% per annum. We recorded $75,000 and $209,000 in interest income, respectively, during the three and nine months ended September 30, 2024 and $51,000 in interest income during the three and nine months ended September 30, 2023. The receivable is included in other non-current assets in the consolidated balance sheets.

Refer to Note 10 for information about the Recapitalization Agreement and Services Agreement with Starboard.

13. COMMITMENTS AND CONTINGENCIES

Facility Leases

Acacia primarily leases office facilities under operating lease arrangements that will end in various years through September 2027.

On June 7, 2019, Acacia entered into a building lease agreement with Jamboree Center 4 LLC. Pursuant to the lease, we had leased 8,293 square feet of office space in Irvine, California. The lease commenced on August 1, 2019. The term of the

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lease was 60 months from the commencement date, provided for annual rent increases, and did not provide us the right to early terminate or extend our lease terms. The lease expired on July 31, 2024, and was not renewed or extended. On April 29, 2024, Acacia entered into a building lease agreement with Metro Pointe 13580 Lot Two, a California Limited Partnership. Pursuant to the lease, we have leased 1,820 square feet of office space in Costa Mesa, California. The lease commenced on July 1, 2024. The term of the lease is 38 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, provided for annual rent increases, and did 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 was 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 the 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.

On April 9, 2024, Benchmark entered into a building lease agreement with Luzzatto Oaks, LLC. Pursuant to the lease, Benchmark has leased 2,663 square feet of office space in Austin, Texas. The lease commenced on May 1, 2024. The term of the lease is 39 months from the commencement date, provides for annual rent increases, and does not provide the right to early terminate or extend the lease terms.

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 initial term of the lease was 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.

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•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 $212,000 and $293,000 for the three months ended September 30, 2024 and 2023, respectively, and $801,000 and $881,000 for the nine months ended September 30, 2024 and 2023, 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, 2024 (in thousands):

Years Ending December 31,
Remainder of 2024	$	302
2025	1,133
2026	665
2027	266
Total minimum payments	2,366
Less: short-term lease liabilities	(1,115)
Long-term lease liabilities	$	1,251

Inventor Royalties and Contingent Legal Expenses

In connection with the investment in certain patents and patent rights, ARG and its 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.

ARG or its 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.

Subsidiaries of ARG are often required to engage in litigation to enforce their patents and patent rights. In connection with any such patent enforcement actions, it is possible that a defendant may request and/or a court may rule that a 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 ARG or its 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”), former 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

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summary judgment motions on December 23, 2022, and the Acacia Entities and Transpacific filed their replies on January 10, 2023. The Chancery Court removed from the 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 case was subsequently assigned to Judge Eric M. Davis in the Complex Commercial Litigation Division of the Superior Court. On January 8, 2024, Judge Davis held an initial status conference, during which he instructed the Acacia Entities and Slingshot to refile their respective summary judgment briefs in Superior Court for the Court's consideration. The oral arguments on the Acacia Entities' motion for summary judgment took place on March 28, 2024. On June 20, 2024, the Court issued its ruling denying the Acacia Entities’ motion for summary judgment. On October 15, 2024, the parties entered into a settlement agreement, after which they filed a stipulation of dismissal, concluding the litigation. The expenses related to the settlement agreement are included in non-recurring legacy legal expense in the consolidated statements of operations.

In February 2017, AIP Operation LLC, or AIP, an indirect subsidiary of the Company, at the direction of prior management and the Board of Directors at that time, adopted a Profits Interests Plan that granted a profit interest in Veritone 10% Warrants held by AIP to certain members of that management team and the Board of Directors of the Company as compensation for services rendered. Those members of management and the Board separated from Acacia in 2018 and 2019 and the Veritone 10% Warrants were subsequently exercised in 2020 and 2021.

We had been engaged in a dispute involving those former executives' profit interests in AIP (the "AIP Matter") and on August 2, 2024 the AIP Matter was settled, which resulted in a $14.5 million payment by Acacia during the nine months ended September 30, 2024. Accordingly, for the nine months ended September 30, 2024, non-recurring legacy legal expense includes an aggregate additional expense of $12.9 million, which is incremental to amounts expensed in prior periods.

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, 2024.

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, 2024 and December 31, 2023, Printronix had approximately $100,000 of these bonds outstanding.

Environmental Cleanup

Energy Operations

Benchmark is engaged in oil and natural gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well production and also may become subject to certain liabilities as they relate to

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environmental cleanup of well sites or other environmental restoration procedures as they relate to oil and natural gas wells and the operation thereof. In connection with Benchmark's acquisition of existing or previously drilled well bores, Benchmark may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental cleanup or restoration, Benchmark would be responsible for curing such a violation. No claim has been made, nor is management aware of any liability that exists, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations relating thereto for the three and nine months ended September 30, 2024.

14. STOCKHOLDERS’ EQUITY

Repurchases of Common Stock

On November 9, 2023, the Board approved a stock repurchase program (the "Repurchase Program") for up to $20.0 million of the Company's common stock, subject to a cap of 5,800,000 shares of common stock. The Repurchase Program 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 Securities Exchange Act of 1934, as amended (the "Exchange Act").

Stock repurchases during the nine months ended September 30, 2024, all of which were purchased pursuant to the Repurchase Program, were as follows:

	Total Number of Shares Purchased	Average Price paid per Share		Approximate Dollar Value of Shares that May Yet be Purchased under the Program
				(In thousands)
August 1, 2024 - August 31, 2024	676,775	$	4.68	$	16,833
September 1, 2024 - September 30, 2024	860,347	$	4.72	$	12,769
Total repurchases in the quarter	1,537,122	$	4.70

Between October 1, 2024 and November 7, 2024, we repurchased a total of 1,470,172 shares at an average price per share of $4.63. Under the Repurchase Program as of November 7, 2024, we have repurchased a total of 3,007,294 shares at an average price per share of $4.67, and $6.0 million may yet be purchased under the Repurchase Program, subject to the aggregate cap for the Repurchase Program of 5,800,000 shares of common stock.

In determining whether or not to repurchase any shares of Acacia’s common stock, management considers such factors, among others, as market conditions, legal requirements, stock price, 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. The authorization to repurchase shares provides 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.

15. EQUITY-BASED INCENTIVE PLANS

Stock-Based Incentive Plans

The 2024 Acacia Research Corporation Stock Incentive Plan ("2024 Plan"), the 2016 Acacia Research Corporation Stock Incentive Plan (“2016 Plan”) and the 2013 Acacia Research Corporation Stock Incentive Plan (“2013 Plan”) (collectively,

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the “Plans”) were approved by the stockholders of Acacia in June 2024, June 2016 and May 2013, respectively. The Plans allow grants of stock options, restricted stock units, and in the case of the 2013 Plan, allowed stock awards with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. The 2013 Plan expired in May 2023, and as of the effective date of the 2024 Plan, the remaining shares available for issuance under the 2016 Plan were transferred to the 2024 Plan. Therefore, Acacia exclusively grants awards under the 2024 Plan.

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 2024 Plan, 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 2024 Plans terminates no later than the tenth anniversary of the approval of the plan by Acacia’s stockholders.

The 2024 Plan provides for the following separate programs:

Stock Issuance Program. Under the stock issuance program, eligible individuals may be issued shares of common stock directly, as determined by the 2024 Plan administrator. The terms and conditions of such direct stock awards include the number of shares of common stock granted, and the conditions for vesting that must be satisfied, if any, which typically will be based on continued provision of services but may include performance-based vesting requirements. Until the time at which the applicable restricted direct stock award vests, the holder of a restricted direct stock award will not have the rights of a stockholder provided, however, that any regular cash dividends with respect to unvested awards will be accrued by the Company and will be subject to the same restrictions as the award. The eligible individuals receiving awards under the 2016 Plan stock issuance program had full stockholder rights with respect to any shares of common stock issued to them under once those shares are vested. The eligible individuals receiving awards under the 2013 Plan stock issuance program had full stockholder rights with respect to any shares of common stock issued to them, whether or not their interest in those shares was vested.

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 (a 10% shareholder)). Fair market value is generally equal to the closing price per share of the Company’s common stock on the principal securities exchange on which the common stock is traded on the date the option is granted (or if there was no closing price on that date, on the last preceding date on which a closing price was reported). Stock options will generally have a term of ten years from the date of grant; provided, that, the term of an incentive stock option granted to a 10% shareholder may not exceed five years from the date of grant.

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 Chief Executive Officer, interim 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. As of the effective date of the 2016 Plan, 625,390 shares of common stock remained available for issuance under the 2013 Plan.

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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. As of the effective date of the 2024 Plan, 1,421,848 shares of common stock remained available for issuance under the 2016 Plan.

The number of shares of common stock reserved for issuance under the 2024 Plan was 11,168,000 shares plus the 1,421,848 shares of common stock available for issuance under the 2016 Plan, which were transferred into the 2024 Plan as of the effective date of the 2024 Plan. As of September 30, 2024, after annual RSU grants were made to non-employee directors, there were 12,451,122 shares of common stock remain available for grant under the 2024 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 plan administrator may amend or modify the 2024 Plan at any time, subject to any required stockholder approval. As of September 30, 2024, there are 16,281,634 shares of common stock reserved for issuance under the Plans.

The following table summarizes stock option activity for the Plans:

	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
					(In thousands)
Outstanding at December 31, 2023	1,108,187		$	4.18	$	187	7.9 years
Granted	—		$	—	$	—
Exercised	(61,667)		$	3.59	$	115
Forfeited/Expired	(45,000)		$	5.40	$	—
Outstanding at September 30, 2024	1,001,520		$	4.16	$	704	7.6 years
Exercisable at September 30, 2024	551,064		$	4.39	$	347	7.4 years
Vested and expected to vest at September 30, 2024	1,001,520		$	4.16	$	704	7.6 years
Unrecognized stock-based compensation expense at September 30, 2024 (in thousands)	$	405
Weighted average remaining vesting period at September 30, 2024	1.3 years

During the three and nine months ended September 30, 2024, there were no stock options granted. The aggregate fair value of options vested during the nine months ended September 30, 2024 was $521,000.

The following table summarizes nonvested restricted stock activity for the Plans:

	RSAs				RSUs				PSUs
	Shares		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2023	193,665		$	3.87	1,408,491		$	4.31	1,981,464		$	4.61
Granted	13,865		$	5.68	143,978		$	5.21	—		$	—
Vested	(123,195)		$	4.25	(643,182)		$	4.38	—		$	—
Forfeited	(16,667)		$	3.60	(61,759)		$	4.10	—		$	—
Nonvested at September 30, 2024	67,668		$	3.63	847,528		$	4.43	1,981,464		$	4.61
Unrecognized stock-based compensation expense at September 30, 2024 (in thousands)	$	107			$	2,731			$	—
Weighted average remaining vesting period at September 30, 2024	0.4 years				1.4 years				zero years

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RSAs and RSUs granted in 2024 are time-based and will vest in full after one to three years. The aggregate fair value of RSAs vested during the nine months ended September 30, 2024 was $523,000. The aggregate fair value of RSUs vested during the nine months ended September 30, 2024 was $2.8 million. During the nine months ended September 30, 2024, RSAs and RSUs totaling 766,377 shares were vested and 222,061 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on the vesting date.

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 of Acacia's common stock per recipient). 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, 2024.

Compensation expense for share-based awards recognized in general and administrative expenses was comprised of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Options	$	114	$	126	$	366	$	275
RSAs	62		112		304		507
RSUs	605		735		1,860		1,542
Total compensation expense for share-based awards	$	781	$	973	$	2,530	$	2,324

Total unrecognized stock-based compensation expense as of September 30, 2024 was $3.2 million, which will be amortized over a weighted average remaining vesting period of 1.3 years.

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16. INCOME/LOSS PER SHARE

The following table presents the calculation of basic and diluted income/loss per share of common stock:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands, except share and per share data)
Numerator:
Net (loss) income attributable to Acacia Research Corporation	$	(13,996)	$	1,636	$	(22,628)	$	(7,696)
Dividend on Series A redeemable convertible preferred stock	—		—		—		(1,400)
Accretion of Series A redeemable convertible preferred stock	—		—		—		(3,230)
Return on settlement of Series A redeemable convertible   preferred stock	—		(3,377)		—		(3,377)
Net loss attributable to common stockholders - Basic	(13,996)		(1,741)		(22,628)		(15,703)
Less: Gain on exercise of Series B warrants	—		(1,525)		—		—
Add: Interest expense associated with Starboard Notes,    net of tax	—		102		—		—
Net loss attributable to common stockholders - Diluted	$	(13,996)	$	(3,164)	$	(22,628)	$	(15,703)
Denominator:
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Basic	99,854,723		94,328,452		99,893,336		67,072,835
Potentially dilutive common shares:
Series B Warrants	—		4,794,521		—		—
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Diluted	99,854,723		99,122,973		99,893,336		67,072,835
Basic net loss per common share	$	(0.14)	$	(0.02)	$	(0.23)	$	(0.23)
Diluted net loss per common share	$	(0.14)	$	(0.03)	$	(0.23)	$	(0.23)
Anti-dilutive potential common shares excluded from the    computation of diluted net income/loss per share:
Equity-based incentive awards	3,898,180		3,894,709		3,898,180		4,706,140
Series B warrants	—		—		—		31,506,849
Total	3,898,180		3,894,709		3,898,180		36,212,989

17. SEGMENT REPORTING

As of September 30, 2024, the Company operates and reports its results in three reportable segments: Intellectual Property Operations, Industrial Operations and Energy Operations.

The Company reports segment information based on the management approach and organizes its businesses based on products and services. The management approach designates the internal reporting used by the chief operating decision maker for decision making and performance assessment as the basis for determining the Company’s reportable segments. The performance measure of the Company’s reportable segments is primarily income or (loss) from operations. Income or (loss) from operations for each segment includes all revenues, cost of revenues, gross profit and other operating expenses directly attributable to the segment. Other than the Company's equity securities investments, specific asset information is not included in managements review at this time.

The Company’s Intellectual Property Operations segment invests in IP and related absolute return assets, and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. 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

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revenue with our patent partners as that program matures, on a prearranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a variety of industries. We generate revenues and related cash flows from the granting of IP rights for the use of patented technologies that our operating subsidiaries control or own.

The Company’s Industrial Operations segment generates operating income by designing and manufacturing printers and consumable products for various industrial printing applications. Printers consist of hardware and embedded software and may be sold with maintenance service agreements. Consumable products include inked ribbons which are used in Printronix’s printers. Printronix’s products are primarily sold through channel partners, such as dealers and distributors, to end-users.

The Company's Energy Operations segment generates operating income from its wells and engages in the acquisition, exploration, development, and production of oil and natural gas resources located in Texas and Oklahoma. Benchmark seeks to acquire predictable and shallow decline, cash flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage. The Energy Operations reporting segment did not exist prior to the acquisition of Benchmark in November 2023. As of and for the three and nine months ended September 30, 2023, the consolidated results represented the results of the Company's two reporting segments: Intellectual Property Operations and Industrial Operations.

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The Company's segment information is as follows:

	Three Months Ended September 30, 2024								Nine Months Ended September 30, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total		Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues:
License fees	$	486	$	—	$	—	$	486	$	19,442	$	—	$	—	$	19,442
Printers and parts	—		2,367		—		2,367		—		7,316		—		7,316
Consumable products	—		3,782		—		3,782		—		12,362		—		12,362
Services	—		858		—		858		—		2,505		—		2,505
Oil sales	—		—		8,997		8,997		—		—		17,740		17,740
Natural gas sales	—		—		2,829		2,829		—		—		5,550		5,550
Natural gas liquids sales	—		—		3,837		3,837		—		—		8,390		8,390
Other service sales	—		—		154		154		—		—		163		163
Total revenues	486		7,007		15,817		23,310		19,442		22,183		31,843		73,468
Cost of revenues:
Inventor royalties	220		—		—		220		1,628		—		—		1,628
Contingent legal fees	(22)		—		—		(22)		2,373		—		—		2,373
Litigation and licensing expenses	797		—		—		797		3,087		—		—		3,087
Amortization of patents	4,712		—		—		4,712		11,385		—		—		11,385
Cost of sales	—		3,523		—		3,523		—		10,849		—		10,849
Cost of production	—		—		11,729		11,729		—		—		23,082		23,082
Total cost of revenues	5,707		3,523		11,729		20,959		18,473		10,849		23,082		52,404
Segment gross (loss) profit	(5,221)		3,484		4,088		2,351		969		11,334		8,761		21,064
Other operating expenses:
Engineering and development expenses	—		108		—		108		—		420		—		420
Sales and marketing expenses	—		1,391		—		1,391		—		4,333		—		4,333
Amortization of intangible assets	—		433		—		433		—		1,299		—		1,299
General and administrative expenses	1,917		1,653		1,024		4,594		7,078		4,405		2,292		13,775
Total other operating expenses	1,917		3,585		1,024		6,526		7,078		10,457		2,292		19,827
Segment operating (loss) income	$	(7,138)	$	(101)	$	3,064	(4,175)		$	(6,109)	$	877	$	6,469	1,237
Parent general and administrative expenses							6,097								18,354
Operating loss							(10,272)								(17,117)
Total other income (expense)							4,112								(6,231)
Loss before income taxes							$	(6,160)							$	(23,348)

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	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
	Intellectual Property Operations		Industrial Operations		Total		Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues:
License fees	$	1,760	$	—	$	1,760	$	6,330	$	—	$	6,330
Printers and parts	—		2,852		2,852		—		9,640		9,640
Consumable products	—		4,576		4,576		—		14,074		14,074
Services	—		896		896		—		2,747		2,747
Total revenues	1,760		8,324		10,084		6,330		26,461		32,791
Cost of revenues:
Inventor royalties	497		—		497		863		—		863
Contingent legal fees	346		—		346		890		—		890
Litigation and licensing expenses	2,026		—		2,026		5,663		—		5,663
Amortization of patents	2,601		—		2,601		7,802		—		7,802
Cost of sales	—		4,377		4,377		—		13,530		13,530
Total cost of revenues	5,470		4,377		9,847		15,218		13,530		28,748
Segment gross (loss) profit	(3,710)		3,947		237		(8,888)		12,931		4,043
Other operating expenses:
Engineering and development expenses	—		172		172		—		593		593
Sales and marketing expenses	—		1,613		1,613		—		5,385		5,385
Amortization of intangible assets	—		432		432		—		1,299		1,299
General and administrative expenses	1,818		1,567		3,385		5,317		5,444		10,761
Total other operating expenses	1,818		3,784		5,602		5,317		12,721		18,038
Segment operating (loss) income	$	(5,528)	$	163	(5,365)		$	(14,205)	$	210	(13,995)
Parent general and administrative expenses					7,788						21,011
Operating income loss					(13,153)						(35,006)
Total other income					15,718						29,077
Income (loss) before income taxes					$	2,565					$	(5,929)

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	September 30, 2024		December 31, 2023
	(In thousands)
Equity securities investments:
Equity securities	$	14,100	$	63,068
Equity securities without readily determinable fair value	5,816		5,816
Equity method investments	30,934		30,934
Total parent equity securities investments	50,850		99,818
Other parent assets	176,739		218,909
Segment total assets:
Intellectual property operations	220,914		234,254
Industrial operations	47,816		47,854
Energy operations	211,253		32,710
Total assets	$	707,572	$	633,545

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. Benchmark's sales are only attributed to the United States of America.

	Three Months Ended September 30, 2024								Nine Months Ended September 30, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total		Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	483	$	3,074	$	15,817	$	19,374	$	7,878	$	9,106	$	31,843	$	48,827
Canada and Latin America	2		233		—		235		3		719		—		722
Total Americas	485		3,307		15,817		19,609		7,881		9,825		31,843		49,549
Europe, Middle East and Africa	—		1,689		—		1,689		—		5,872		—		5,872
China	—		306		—		306		4,650		1,056		—		5,706
India	—		633		—		633		—		2,068		—		2,068
Asia-Pacific, excluding China and India	1		1,072		—		1,073		6,911		3,362		—		10,273
Total Asia-Pacific	1		2,011		—		2,012		11,561		6,486		—		18,047
Total revenues	$	486	$	7,007	$	15,817	$	23,310	$	19,442	$	22,183	$	31,843	$	73,468

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	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Intellectual Property Operations		Industrial Operations		Total		Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	1,756	$	3,476	$	5,232	$	2,815	$	10,987	$	13,802
Canada and Latin America	2		238		240		510		791		1,301
Total Americas	1,758		3,714		5,472		3,325		11,778		15,103
Europe, Middle East and Africa	—		1,840		1,840		—		6,767		6,767
China	—		793		793		3,000		2,408		5,408
India	—		1,024		1,024		—		2,022		2,022
Asia-Pacific, excluding China and India	2		953		955		5		3,486		3,491
Total Asia-Pacific	2		2,770		2,772		3,005		7,916		10,921
Total revenues	$	1,760	$	8,324	$	10,084	$	6,330	$	26,461	$	32,791

	September 30, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	141	$	252	$	190,885	$	191,278
Malaysia	—		964		—		964
Other foreign countries	—		273		—		273
Total	$	141	$	1,489	$	190,885	$	192,515

	December 31, 2023
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	201	$	92	$	25,117	$	25,410
Malaysia	—		1,949		—		1,949
Other foreign countries	—		114		—		114
Total	$	201	$	2,155	$	25,117	$	27,473

18. SUBSEQUENT EVENTS

On October 18, 2024, the Company consummated the Deflecto Transaction. Refer to Note 1 to the accompanying consolidated financial statements and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report"). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these “forward-looking statements” as a result of various factors including the risks we discuss in "Item 1A. Risk Factors" to our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere herein. For additional information, refer to the section above entitled “Cautionary Note Regarding Forward-Looking Statements.”

See the consolidated financial statements included elsewhere in the Quarterly Report for the definitions of certain capitalized terms used throughout the remainder of this Quarterly Report.

General

We are focused on acquiring and operating attractive businesses across the mature technology, energy and industrial/manufacturing sectors where we believe we can leverage our expertise, significant capital base and deep industry relationships to drive value. We focus on identifying, pursuing and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have 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.

We are particularly attracted to complex situations where we believe value is not fully recognized, the value of certain operations are masked by a diversified business mix, or where private ownership has not invested the capital and/or resources necessary to support long-term value. Through our public market activities, we aim to initiate strategic block positions in public companies as a path to complete whole company acquisitions or strategic transactions that unlock value. We believe this business model is differentiated from private equity funds, which do not typically own public securities prior to acquiring companies, hedge funds, which do not typically acquire entire businesses, and other acquisition vehicles such as special purpose acquisition companies, which are narrowly focused on completing one singular, defining acquisition.

Our focus is companies with market values in the sub-$2 billion range and particularly on businesses valued at $1billion or less. We are, however, opportunistic, and may pursue acquisitions that are larger under the right circumstance.

We believe the Company has the potential to develop advantaged opportunities due to its:

•disciplined focus on identifying opportunities where the Company can be an advantaged buyer, initiate a transaction opportunity spontaneously, avoid a traditional sale process and complete the purchase of a business, division or other asset at an attractive price;

•willingness to invest across industries and in off-the-run, often misunderstood assets that suffer from a complexity discount;

•relationships and partnership abilities across functions and sectors; and

•strong expertise in corporate governance and operational transformation.

Our long-term focus positions our businesses to navigate economic cycles and allows sellers and other counterparties to have confidence that a transaction is not dependent on achieving the types of performance hurdles demanded by private equity sponsors. We consider opportunities based on the attractiveness of the underlying cash flows, without regard to a specific fund life or investment horizon.

People, Process and Performance

Our Company is built on the principles of People, Process and Performance. We have built a management team with demonstrated expertise in Research, Transactions and Execution, and Operations and Management of our targeted

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acquisitions. We believe our priorities and skills underpin a compelling value proposition for operating businesses, partners and future acquisition targets, including:

•the flexibility to consummate transactions using financing structures suited to the opportunity and involving third-party transaction structuring as needed;

•the ability to deliver ongoing financial and strategic support; and

•the financial capacity to maintain a long-term outlook and remain committed to a multi-year business plan.

Relationship with Starboard Value, LP

Our strategic relationship with Starboard 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.

Intellectual Property Operations

The Company through its Patent Licensing, Enforcement and Technologies Business invests in IP and related absolute return assets and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business, 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, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue.

Currently, on a consolidated basis, our operating subsidiaries own or control the rights to multiple patent portfolios, which include U.S. patents and certain foreign counterparts, covering technologies used in a variety of industries. We generate revenues and related cash flows from the granting of IP rights for the use of patented technologies that our operating subsidiaries control or own.

We have established a proven track record of licensing and enforcement success with over 1,600 license agreements executed as of September 30, 2024, across nearly 200 patent portfolio licensing and enforcement programs. As of September 30, 2024, we have generated gross licensing revenue of approximately $1.9 billion, and have returned $880.9 million to our patent partners. Since January 1, 2020, we have generated gross licensing revenue of approximately $233.9 million and returned approximately $91.1 million to our patent partners.

For more information related to our Intellectual Property Operations, refer to additional detailed patent business discussion below.

Industrial Operations

In October 2021, we consummated our first operating company acquisition of 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.

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For more information related to our Industrial Operations, refer to the section entitled “Industrial Operations Business” below.

Energy Operations

In November 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark. Headquartered in Austin, Texas, Benchmark is 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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. Prior to Benchmark's acquisition of additional assets in April 2024, Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated. Acacia made a control investment in Benchmark and intends to utilize its significant capital base to acquire predictable and shallow decline, cash-flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage. Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations. The Company’s consolidated financial statements include Benchmark’s consolidated operations from November 13, 2023 through September 30, 2024. Refer to Note 1 to the consolidated financial statements elsewhere herein for additional information.

On April 17, 2024, Benchmark consummated the previously announced Revolution Transaction contemplated in the Purchase Agreement. Pursuant to the Purchase Agreement, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells for a purchase price of $145 million in cash, subject to customary post-closing adjustments. The Company’s contribution to Benchmark to fund its portion of the Revolution Purchase Price and related fees was $59.9 million, which was funded from cash on hand. The remainder of the Revolution Purchase Price was funded by a combination of borrowings under the Benchmark Revolving Credit Facility and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. Following closing, the Company’s interest in Benchmark is approximately 73.5%. Refer to Note 2 to the accompanying consolidated financial statements for additional information regarding the Revolving Credit Facility.

For more information, refer to the section entitled “Energy Operations” below.

Recent Business Developments and Trends

Business Strategy

We intend to grow our Company by acquiring additional operating businesses, energy assets and intellectual property assets. However, we may not complete any acquisitions, and any acquisitions that we complete will be costly and could negatively affect our results of operations, and dilute our stockholders' ownership, or cause us to incur significant expense, and we may not realize the expected benefits of acquisitions.

Recent Acquisitions

In November 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark. Headquartered in Austin, Texas, Benchmark is 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.

On April 17, 2024, Benchmark consummated the previously announced Revolution Transaction contemplated in the Purchase Agreement pursuant to which Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells, for a purchase price of $145 million in cash, subject to customary post-closing adjustments (as described further in Note 1 to the accompanying consolidated financial statements). Following closing, the Company's interest in Benchmark is approximately 73.5%.

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On October 18, 2024, Deflecto Holdco LLC (“Deflcot Purchaser”), a wholly-owned subsidiary of Acacia, acquired Deflecto Acquisition, Inc. (“Deflecto”). Headquartered in Indianapolis, Indiana, Deflecto is a leading specialty manufacturer of essential products serving the commercial transportation, HVAC and office markets. Under the terms and conditions of the Deflecto Stock Purchase Agreement, the aggregate consideration paid to the sellers in the Deflecto Transaction consisted of $103.7 million, subject to certain working capital, debt and other customary adjustments set forth in the Deflecto Stock Purchase Agreement (the “Deflecto Purchase Price”). The Deflecto Purchase Price was funded with a combination of borrowings of a $48.0 million secured term loan (the “Deflecto Term Loan”) and cash on hand. A portion of the Deflecto Purchase Price is being held in escrow to indemnify Purchaser against certain claims, losses and liabilities. Refer to Note 1 to the accompanying consolidated financial statements for additional information.

Life Sciences Portfolio

In June 2020 we acquired a portfolio of investments in 18 public and private life sciences companies (the “Life Sciences Portfolio”). That purchase was funded with a combination of available cash and capital from Starboard, for a total of approximately $282.0 million at the time of acquisition. Through the end of September 30, 2024, we have received proceeds of $564.1 million as we monetized the Life Sciences portfolio. We retained an investment in the Life Sciences Portfolio consisting of public and private securities valued at $25.7 million at September 30, 2024. On January 19, 2024, we completed the sale of our 33,023,210 shares of Arix Bioscience PLC (“Arix”) to RTW Biotech Opportunities Operating Ltd, a subsidiary of RTW Biotech Opportunities Ltd, for $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). Following the completion of the share sale, we no longer own any shares of Arix. Additionally, some of the businesses in which we continue to hold an interest generate income through the receipt of royalties and milestone payments. Refer to Note 3 to the consolidated financial statements elsewhere herein for more information.

Inflation

Historically, inflation has not had a significant impact on us or any of our subsidiaries. While insignificant to our consolidated enterprise, during the three and nine months ended September 30, 2024, inflation for our Printronix subsidiary slowed down with only a small increase in cost of raw materials than in previous years related to its electronic and electrical and metal components. Printronix will continue to adjust its selling price as required in response to higher costs. Printronix have also implemented cost rationalization measures to combat the rising cost that is driven by inflation and currency pressures. Additionally, our Energy Operations Business may experience inflation. The oil and natural gas industry and the broader U.S. economy have experienced higher than expected inflationary pressures in recent years related to increases in oil and natural gas prices, continued supply chain disruptions, labor shortages and geopolitical instability, among other pressures.

Patent Licensing and Enforcement

Patent Litigation Trial Dates and Related Trials

As of the date of this Quarterly Report, our Patent Licensing, Enforcement and Technologies Business has one pending patent infringement case with scheduled trial dates in the next twelve months. Patent infringement trials are components of its overall patent licensing process and are one of many factors that contribute to possible future revenue generating opportunities. Scheduled trial dates, as promulgated by the respective court, merely provide an indication of when, in future periods, the trials may occur according to the court’s scheduling calendar at a specific point in time. A court may change previously scheduled trial dates. In fact, courts often reschedule trial dates for various reasons that are unrelated to the underlying patent assets and typically for reasons that are beyond the control of our Patent Licensing, Enforcement and Technologies Business. While scheduled trial dates provide an indication of the timing of possible future revenue generating opportunities, the trials themselves and the immediately preceding periods represent the possible future revenue generating opportunities.

Litigation and Licensing Expense

We expect patent-related legal expenses to continue to fluctuate from period to period based on the factors summarized herein, in connection with future trial dates, international enforcement, strategic patent portfolio prosecution and our current and future patent portfolio investment, prosecution, licensing and enforcement activities.

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Investments in Patent Portfolios

With respect to our licensing, enforcement and overall business, neither we nor our operating subsidiaries invent new technologies or products; rather, we depend upon the identification and investment in patents, inventions and companies that own IP through our relationships with inventors, universities, research institutions, technology companies and others. If our operating subsidiaries are unable to maintain those relationships and identify and grow new relationships, then we may not be able to identify new technology-based patent opportunities for sustainable revenue and /or revenue growth.

Our current or future relationships may not provide the volume or quality of technologies necessary to sustain our licensing, enforcement and overall business. In some cases, universities and other technology sources compete against us as they seek to develop and commercialize technologies. Universities may receive financing for basic research in exchange for the exclusive right to commercialize resulting inventions. These and other strategies employed by potential partners may reduce the number of technology sources and potential clients to whom we can market our solutions. If we are unable to maintain current relationships and sources of technology or to secure new relationships and sources of technology, such inability may have a material adverse effect on our revenues, operating results, financial condition and ability to maintain our licensing and enforcement business.

Patent Portfolio Intake

One of the significant challenges in the intellectual property industry continues to be quality patent intake due to the challenges and complexity associated with the current patent environment.

During the nine months ended September 30, 2024 as well as 2023 and 2022, we did not acquire any new patent portfolios. During 2021, we acquired one new patent portfolio consisting of Wi-Fi 6 standard essential patents. In 2020, we acquired five new patent portfolios consisting of (i) flash memory technology, (ii) voice activation and control technology, (iii) wireless networks, (iv) internet search, advertising and cloud computing technology and (v) GPS navigation. The patents and patent rights acquired in 2021 and 2020 have estimated economic useful lives of approximately five years.

Industrial Operations Business

Our Printronix subsidiary is a worldwide leader in multi‐technology supply‐chain printing solutions for a variety of industries, including auto manufacturing, transportation and logistics, retail distribution, food and beverage distribution, and pharmaceutical distribution. Printronix’s line matrix printers are used for mission critical applications within these industries, including labeling and inventory management, build sheets, invoicing, manifests and bills of lading, and reporting. In China, India and other developing countries in Asia and Africa, our printers are also prevalent in the banking and government sectors. Printronix has manufacturing, configuration and/or distribution sites located in Malaysia, the United States, Singapore, China and the Netherlands, along with sales and support locations around the world to support its global network of users, channel partners, and strategic alliances. Printronix designs and manufactures printers and related consumable products for various industrial printing applications. Printers consist of hardware and embedded software and may be sold with maintenance service agreements, which are serviced by outside contractors. Consumable products include inked ribbons which are used within Printronix's printers. Printronix’s products are primarily sold through Printronix’s global network of channel partners, such as dealers and distributors, to end‐users.

Energy Operations Business

Headquartered in Austin, Texas, Benchmark is 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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. After the acquisition of Revolution, Benchmark’s existing assets consist of approximately 153,000 net acres and an interest in approximately 605 wells, the majority of which are operated. Acacia owns approximately 73.5% of Benchmark. Benchmark intends to enhance the value of such assets via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage. Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations.

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Operating Activities

Intellectual Property Operations

Our Intellectual Property Operations revenues historically have fluctuated quarterly, and can vary significantly period to period, based on a number of factors including the following:

•the dollar amount of agreements executed each period, which can be driven by the nature and characteristics of the technology or technologies being licensed and the magnitude of infringement associated with a specific licensee;

•the specific terms and conditions of agreements executed each period including the nature and characteristics of rights granted, and the periods of infringement or term of use contemplated by the respective payments;

•fluctuations in the total number of agreements executed each period;

•the number of, timing, results and uncertainties associated with patent licensing negotiations, mediations, patent infringement actions, trial dates and other enforcement proceedings relating to our patent licensing and enforcement programs;

•the relative maturity of licensing programs during the applicable periods;

•other external factors, including the periodic status or results of ongoing negotiations, the status or results of ongoing litigations and appeals, actual or perceived shifts in the regulatory environment, impact of unrelated patent related judicial proceedings and other macroeconomic factors;

•the willingness of prospective licensees to settle significant patent infringement cases and pay reasonable license fees for the use of our patented technology, as such infringement cases approach a court determined trial date; and

•fluctuations in overall patent portfolio related enforcement activities which are impacted by the portfolio intake challenges discussed above.

Our management does not attempt to manage for smooth sequential periodic growth in revenues from period to period, and therefore, periodic results can be uneven. Unlike most operating businesses and industries, licensing revenues not generated in a current period are not necessarily foregone but, depending on whether negotiations, litigation or both continue into subsequent periods, and depending on a number of other factors, such potential revenues may be pushed into subsequent annual periods.

Industrial Operations

Refer to "Industrial Operations Business" above for information related to Printronix's operating activities.

Energy Operations

Refer to "Energy Operations Business" above for information related to Benchmark's operating activities.

In addition to the following results of operations discussion, more information related to our Intellectual Property Operations, Industrial Operations and Energy Operations segment revenues may be found in Notes 2 and 17 to the consolidated financial statements. Refer to Note 2 included in our 2023 Annual Report for additional information regarding our Intellectual Property Operations, Industrial Operations and Energy Operations segment cost of revenues and cost of production.

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Results of Operations

Summary of Results of Operations

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Total revenues	$	23,310	$	10,084	$	13,226	131	%	$	73,468	$	32,791	$	40,677	124	%
Total costs and expenses	33,582		23,237		10,345		45	%	90,585		67,797		22,788		34	%
Operating loss	(10,272)		(13,153)		2,881		(22	%)	(17,117)		(35,006)		17,889		(51	%)
Total other income (expense)	4,112		15,718		(11,606)		(74	%)	(6,231)		29,077		(35,308)		(121	%)
(Loss) income before income taxes	(6,160)		2,565		(8,725)		(340	%)	(23,348)		(5,929)		(17,419)		294	%
Income tax (expense) benefit	(5,497)		197		(5,694)		(2,890	%)	2,673		(641)		3,314		(517	%)
Net (loss) income attributable to Acacia Research Corporation	(13,996)		1,636		(15,632)		(956	%)	(22,628)		(7,696)		(14,932)		194	%

Results of Operations - three months ended September 30, 2024 compared with the three months ended September 30, 2023

Total revenues increased $13.2 million to $23.3 million for the three months ended September 30, 2024, as compared to $10.1 million for the three months ended September 30, 2023, due to revenues contributed from the Energy Operations of $15.8 million partially offset by a decrease in our Intellectual Property Operations revenues and in our Industrial Operations revenues. Intellectual Property Operations revenues decreased $1.3 million due to fewer executed license agreements compared to the comparable prior period. Industrial Operations revenues decreased $1.3 million due to decrease in the number of printer units sold compared to the comparable prior period. Refer to "Industrial Operations – Revenues" below for further discussion.

Loss before income taxes was $6.2 million for the three months ended September 30, 2024, as compared to income of $2.6 million in the comparable prior period. The net decrease was comprised of the change in total revenues described above and other changes in operating expenses and other income or expense for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 as follows:

•Inventor royalties decreased $277,000, from $497,000 to $220,000 in 2024, primarily due to license agreement activity and related revenues generated with inventor royalty obligations. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

•Litigation and licensing expenses decreased $1.2 million, from $2.0 million to $797,000 in 2024, primarily due to a net decrease in litigation support and third-party technical consulting expenses associated with ongoing litigation. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

•Printronix cost of sales, engineering and development expenses, and sales and marketing expenses decreased $1.2 million, from $6.2 million to $5.0 million in 2024, primarily due to a decrease in related revenues. Refer to "Industrial Operations – Cost of Revenues" and "Operating Expenses" below for further discussion.

•Benchmark's cost of production for the third quarter of 2024 added a total of $11.7 million to our consolidated operating expenses. Refer to "Energy Operations – Cost of Production" below for further discussion.

•General and administrative expenses decreased $481,000, from $11.6 million to $11.1 million in 2024, primarily due to lower parent company legal fees partially offset by expenses contributed from our Energy Operations of $1.0 million for the third quarter of 2024. Refer to "General and Administrative Expenses" below for further detail and discussion.

•Compensation expense for share-based awards, included in general and administrative expenses above, decreased $192,000, from $973,000 to $781,000 in 2024, primarily due to restricted stock and option grants issued to employees and the Board of Directors in 2024 and 2023.

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•Unrealized loss from the change in fair value of our equity securities was $4.1 million in 2024, as compared to an unrealized gain of $8.8 million in the comparable prior period. The unrealized loss and gain were derived from our Life Sciences Portfolio and our trading securities portfolio. Refer to "Equity Securities Investments" below for further discussion.

•Earnings on equity investment in joint venture was zero in 2024, as compared to $3.4 million in the comparable prior period primarily due to the earnings on equity investment in joint venture from the payments related to the achievement of one milestone in 2023.

•Non-recurring legacy legal expense of $2.0 million in 2024 is related to the accrual recorded in connection with the settlement agreement with Slingshot. Refer to Note 13 to the consolidated financial statements elsewhere herein for additional information regarding the settlement agreement with Slingshot.

•We recognized a gain on exercise of Series B Warrants of zero in 2024, as compared to $1.5 million in the comparable prior period primarily due to the exercise of the remaining Series B Warrants and conversion of the Series A Redeemable Convertible Preferred Stock into the Company's common stock in 2023. In 2024, no shares of Series A Redeemable Convertible Preferred Stock and no Series B Warrants remained outstanding. Refer to Notes 10 and 11 to the consolidated financial statements elsewhere herein for additional information regarding the Series B Warrants and Series A Redeemable Convertible Preferred Stock and fair value measurements.

•Gain on derivatives was $8.0 million in 2024, as compared to zero in the comparable prior period due to the commodity derivative activities contributed from our Energy Operations. Refer to Note 11 for additional information regarding Benchmark's gain on its commodity derivatives.

•Interest expense on Senior Secured Notes decreased $130,000, from $130,000 to zero in 2024, due to the cancellation of the remaining $60.0 million aggregate principal amount outstanding of the Senior Secured Notes on July 13, 2023 pursuant to the Series B Warrants Exercise. Refer to Note 10 to the consolidated financial statements elsewhere herein for additional information.

Results of Operations - nine months ended September 30, 2024 compared with the nine months ended September 30, 2023

Total revenues increased $40.7 million to $73.5 million for the nine months ended September 30, 2024, as compared to $32.8 million for the nine months ended September 30, 2023, primarily due to an increase in our Intellectual Property Operations revenues and revenues contributed from Benchmark of $31.8 million partially offset by a decrease in Industrial Operations revenues. ARG revenues increased due to an increase in the number of license agreements executed that generated higher average license fees, which contributed to Intellectual Property Operations revenues increasing by $13.1 million. Refer to “Investments in Patent Portfolios” above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues. The decrease in Industrial Operations revenue of $4.3 million is due to lower units of printers sold. Refer to “Industrial Operations – Revenues” below for further detailed discussion.

Loss before income taxes was $23.3 million for the nine months ended September 30, 2024, as compared to loss of $5.9 million in the comparable prior period. The increase was comprised of the change in total revenues described above and other changes in operating expenses and other income or expense for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 as follows:

•Inventor royalties increased $765,000, from $863,000 to $1.6 million in 2024, primarily due to license agreement activity and related revenues generated in 2024. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

•Contingent legal fees increased $1.5 million, from $890,000 to $2.4 million in 2024, primarily due to the change in Intellectual Property Operations revenues described above. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

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•Litigation and licensing expenses decreased $2.6 million, from $5.7 million to $3.1 million in 2024, primarily due to a net decrease in litigation support expenses associated with ongoing litigation. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

•Printronix cost of sales, engineering and development expenses, and sales and marketing expenses decreased approximately $3.9 million, from $19.5 million to $15.6 million in 2024. Refer to "Industrial Operations – Cost of Revenues" and "Operating Expenses" below for further discussion.

•Benchmark's cost of production for the first nine months of 2024 added a total of $23.1 million to our consolidated operating expenses. Refer to "Energy Operations – Cost of Production" below for further discussion.

•General and administrative expenses increased $357,000, from $33.1 million to $33.4 million in 2024, primarily due to an increase in Intellectual Property Operations general and administrative costs and $2.3 million from our Energy Operations general and administrative costs for 2024, partially offset by a decrease in our Industrial Operations general and administrative costs and other general and administrative costs. Refer to "General and Administrative Expenses" below for further detail and discussion.

•Compensation expense for share-based awards, included in general and administrative expenses above, increased $206,000, from $2.3 million to $2.5 million in 2024, primarily due to restricted stock and option grants issued to employees and the Board in 2024 and 2023, which includes a partial offset for forfeitures.

•Unrealized loss from the change in fair value of our equity securities was $35.5 million in 2024, as compared to an unrealized gain of $18.8 million in the comparable prior period. The unrealized gain and loss were derived from our Life Sciences Portfolio and trading securities portfolio. The 2024 period unrealized loss primarily relates to the reversal of unrealized gains previously recorded for Arix shares sold in January 2024 for realized gains. Refer to Note 3 to the consolidated financial statements elsewhere herein for additional information regarding the sale of Arix shares and refer to "Equity Securities Investments" below for further discussion.

•Realized gain from the sale of equity securities was $28.9 million in 2024, as compared to a realized loss of $9.4 million in the comparable prior period. The realized gains and losses were similarly derived from the sales activity from our Life Sciences Portfolio and trading securities portfolio. The 2024 period realized gains primarily relates to the Arix shares sold in January 2024. Refer to Note 3 to the consolidated financial statements elsewhere herein for additional information regarding the sale of Arix shares and refer to "Equity Securities Investments" below for further discussion.

•Earnings on equity investment in joint venture was zero in 2024, as compared to $3.4 million in the comparable prior period primarily due to the earnings on equity investment in joint venture from one milestone in 2023.

•Non-recurring legacy legal expense of $14.9 million in 2024 is related to the additional accruals made in connection with the AIP Matter and expenses related to the settlement agreement with Slingshot. Refer to Note 13 to the consolidated financial statements elsewhere herein for additional information regarding the accrual in connection with the AIP Matter and the settlement agreement with Slingshot.

•Unrealized gain from the Series B Warrants and the embedded derivative fair value measurements was zero in 2024, as compared to a gain of $8.2 million in the comparable prior period, primarily due to the exercise of the remaining Series B Warrants and conversion of the Series A Redeemable Convertible Preferred Stock into the Company's common stock in 2023. In 2024, no shares of Series A Redeemable Convertible Preferred Stock and no Series B Warrants remained outstanding. Refer to Notes 10 and 11 to the consolidated financial statements elsewhere herein for additional information regarding the Series B Warrants and Series A Redeemable Convertible Preferred Stock and fair value measurements.

•Gain on derivatives was $5.5 million in 2024, as compared to zero in the comparable prior period due to the commodity derivative activities contributed from our Energy Operations. Refer to Note 11 for additional information regarding Benchmark's gain on its commodity derivatives.

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•Interest expense on Senior Secured Notes was zero in 2024, as compared to interest expense of $1.9 million in the comparable prior period, due to the cancellation of the remaining $60.0 million aggregate principal amount outstanding of the Senior Secured Notes on July 13, 2023, pursuant to the Series B Warrants Exercise. Refer to Note 10 to the consolidated financial statements elsewhere herein for additional information.

Intellectual Property Operations

Revenues

ARG's revenue activity for the periods presented included the following:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
	(In thousands, except percentage change values and count totals)
Paid-up license revenue agreements	$	—	$	1,410	$	(1,410)	(100	%)	$	17,253	$	5,385	$	11,868	220	%
Recurring license revenue agreements	486		350		136		39	%	2,189		945		1,244		132	%
Total revenues	$	486	$	1,760	$	(1,274)	(72	%)	$	19,442	$	6,330	$	13,112	207	%
New license agreements executed	—		5		(5)		(100	%)	9		10		(1)		(10	%)
Licensing and enforcement programs    generating revenues	3		5		(2)		(40	%)	6		6		—		—	%

For the periods presented above, the majority of the revenue agreements executed during the relevant period provided for the payment of one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technology owned by our operating subsidiaries. These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. Paid-up revenue decreased $1.4 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 as there were no new license agreements executed during the third quarter of 2024. Paid-up revenue increased $11.9 million for the nine months ended September 30, 2024 compared to the three months ended September 30, 2023 due to an increase in the number of new license agreements that generated higher license revenue in 2024. Recurring revenue, that provides for quarterly sales-based license fees, increased $136,000 for the three months ended September 30, 2024 and increased $1.2 million for the nine months ended September 30, 2024, in each case compared to the comparable prior year period, from various on-going license arrangements.

Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding our revenue arrangements and related concentrations for the periods presented herein.

Refer to “Investments in Patent Portfolios” above for information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.

Cost of Revenues

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Inventor royalties	$	220	$	497	$	(277)	(56	%)	$	1,628	$	863	$	765	89	%
Contingent legal fees	(22)		346		(368)		(106	%)	2,373		890		1,483		167	%
Litigation and licensing expenses	797		2,026		(1,229)		(61	%)	3,087		5,663		(2,576)		(45	%)
Amortization of patents	4,712		2,601		2,111		81	%	11,385		7,802		3,583		46	%
Total	$	5,707	$	5,470	$	237	4	%	$	18,473	$	15,218	$	3,255	21	%

Refer to detailed change explanations above for the three and nine months ended September 30, 2024 and 2023 regarding cost of revenues for our Intellectual Property Operations.

The economic terms of patent portfolio related partnering agreements and contingent legal fee arrangements, if any, including royalty obligations, if any, royalty rates, contingent fee rates and other terms and conditions, vary across the patent portfolios owned or controlled by our operating subsidiaries. In certain instances, we have invested in certain patent portfolios without future patent partner royalty obligations. The costs associated with the forementioned obligations fluctuate period to period, based on the amount of revenues recognized each period, the terms and conditions of revenue

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agreements executed each period and the mix of specific patent portfolios, with varying economic terms and conditions, generating revenues each period.

Litigation and licensing expenses include patent-related litigation, enforcement and prosecution costs incurred by law firms and external patent attorneys engaged on either an hourly basis or a contingent fee basis. Litigation and licensing expenses also includes third-party patent research, development, patent prosecution and maintenance fees, re-exam and inter partes reviews, consulting and other costs incurred in connection with the licensing and enforcement of patent portfolios. Refer to “Investments in Patent Portfolios” above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.

Industrial Operations

Revenues

Printronix's net revenues for the periods presented included the following:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
	(In thousands, except percentage change value)
Printers and parts	$	2,367	$	2,852	$	(485)	(17	%)	$	7,316	$	9,640	$	(2,324)	(24	%)
Consumable products	3,782		4,576		(794)		(17	%)	12,362		14,074		(1,712)		(12	%)
Services	858		896		(38)		(4	%)	2,505		2,747		(242)		(9	%)
Total	$	7,007	$	8,324	$	(1,317)	(16	%)	$	22,183	$	26,461	$	(4,278)	(16	%)

For the periods presented above, the majority of the contract agreements executed in the relevant period include various combinations of tangible products (which include printers, consumables and parts) and services. Revenue from printers and parts decreased $485,000 for the three months ended September 30, 2024 and decreased $2.3 million for the nine months ended September 30, 2024, in each case compared to the comparable prior year period, due to a decrease in the number of printer units sold. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Printronix's revenue arrangements and related concentrations. Refer to “Industrial Operations Business” above for additional information related to Printronix's operating activities.

Cost of Revenues

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Cost of revenues - industrial operations	$	3,523	$	4,377	$	(854)	(20	%)	$	10,849	$	13,530	$	(2,681)	(20	%)

Refer to detailed change explanations above for the three and nine months ended September 30, 2024 and 2023 regarding cost of revenues for our Industrial Operations. The decrease in Printronix's cost of revenues for the three and nine months ended September 30, 2024 is due to change in revenue described above. Refer to Note 2 included in our 2023 Annual Report for additional information regarding Printronix's cost of sales.

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Energy Operations

Revenues

The following table provides the components of Benchmark's revenues for the periods indicated, as well as each period's respective average realized prices and production volumes. This table shows production on a barrel of oil ("boe") equivalent basis in which natural gas is converted to oil at the ratio of 6 Mcf of natural gas to one barrel ("Bbl") of oil. This ratio may not be reflective of the current price ratio between two products. "Mcf" means thousand cubic feet and "/d" means per day.

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024		2024
	(In thousands, except per unit data )
Production:
Oil (Bbl)	121,251		235,867
Natural gas (Mcf)	1,482,555		3,100,391
Natural gas liquids (Bbl)	172,164		357,738
Total (boe)	540,508		1,110,336
Average daily production:
Oil (Bbl/d)	1,318		861
Natural gas (Mcf/d)	16,115		11,315
Natural gas liquids (Bbl/d)	1,871		1,306
Total (boe/d)	5,875		4,052
Revenues:
Oil sales	$	8,997	$	17,740
Natural gas sales	2,829		5,550
Natural gas liquids sales	3,837		8,390
Other service sales	154		163
Total	$	15,817	$	31,843
Average Price:
Oil (per Bbl)	$	74.20	$	75.21
Natural gas (per Mcf)	$	1.91	$	1.79
Natural gas liquids (per Bbl)	$	22.29	$	23.45

Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Benchmark's revenue arrangements and related concentrations.

Cost of Production

Benchmark's cost of production for the three and nine months ended September 30, 2024 was $11.7 million and $23.1 million, respectively. Refer to Note 2 included in our 2023 Annual Report for additional information regarding Benchmark's cost of production.

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Operating Expenses

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Engineering and development expenses - industrial operations	$	108	$	172	$	(64)	(37	%)	$	420	$	593	$	(173)	(29	%)
Sales and marketing expenses - industrial operations	1,391		1,613		(222)		(14	%)	4,333		5,385		(1,052)		(20	%)
General and administrative costs - intellectual property operations	1,917		1,818		99		5	%	7,078		5,317		1,761		33	%
General and administrative costs - industrial operations	2,086		1,999		87		4	%	5,704		6,743		(1,039)		(15	%)
General and administrative costs - energy operations	1,024		—		1,024		n/a		2,292		—		2,292		n/a
Parent general and administrative expenses	6,097		7,788		(1,691)		(22	%)	18,354		21,011		(2,657)		(13	%)
Total general and administrative expenses	11,124		11,605		(481)		(4	%)	33,428		33,071		357		1	%
Total	$	12,623	$	13,390	$	(767)	(6	%)	$	38,181	$	39,049	$	(868)	(2	%)

The operating expenses table above includes the Company's general and administrative expenses by operation, Printronix's engineering and development expenses and sales and marketing expenses, and Benchmark's general and administrative costs. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Printronix's operating expenses.

General and Administrative Expenses

A summary of the main drivers of the change in general and administrative expenses is as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 vs. 2023		2024 vs. 2023
	(In thousands)
Personnel costs and board fees	$	(86)	$	(155)
Variable performance-based compensation costs	192		2,251
Other general and administrative costs	(2,546)		(3,976)
General and administrative costs - industrial operations	86		(1,039)
General and administrative costs - energy operations	1,024		2,292
Amortization of industrial operations intangible assets	1		—
Compensation expense for share-based awards	(192)		206
Non-recurring employee severance costs	1,040		778
Total change in general and administrative expenses	$	(481)	$	357

General and administrative expenses include employee compensation and related personnel costs, including variable performance based compensation and compensation expense for share-based awards, office and facilities costs, legal and accounting professional fees, public relations, stock administration, business development, fixed asset depreciation, amortization of Industrial Operations intangible assets, state taxes based on gross receipts and other corporate costs.

57

The increase in variable performance-based compensation costs was primarily due to fluctuations in performance-based compensation. Compensation expense for share-based awards increased primarily due to restricted stock and option grants issued to employees and the Board of Directors in 2024 and 2023 partially offset by forfeitures. The decrease in other general and administrative costs, which relates to our parent company and Intellectual Property Operations business, were primarily due to lower legal fees. The decrease in general and administrative costs of Industrial Operations is due to Printronix's initiative to reduce costs and operate more efficiently. Non-recurring employee severance costs fluctuate based on the severance arrangements of terminated employees. In addition, our Energy Operations related general and administrative costs contributed $2.3 million of the increased expenses. Refer to additional general and administrative change explanations above.

Other Income/Expense

Equity Securities Investments

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Change in fair value of equity securities	$	(4,074)	$	8,823	$	(12,897)	(146	%)	$	(35,519)	$	18,783	$	(54,302)	(289	%)
Gain (loss) on sale of equity securities	—		—		—		n/a		28,861		(9,360)		38,221		(408	%)
Earnings on equity investment in joint venture	—		3,375		(3,375)		(100	%)	—		3,375		(3,375)		(100	%)
Total net realized and unrealized gain	$	(4,074)	$	12,198	$	(16,272)	(133	%)	$	(6,658)	$	12,798	$	(19,456)	(152	%)

Our equity securities investments, including the Life Sciences Portfolio and trading securities portfolio, are recorded at fair value at each balance sheet date. During the first quarter of 2024, Acacia fully exited its position in Arix. Refer to periodic change explanations above. Refer to Notes 2 and 3 to the consolidated financial statements elsewhere herein for additional information regarding our investment in the Life Sciences Portfolio and other equity securities.

Our results included an unrealized loss from the change in fair value of our equity securities as compared to an unrealized gain in the comparable prior period, and included realized gain from the sale of our equity securities as compared to a realized loss in the prior year. These changes were derived from our Life Sciences Portfolio and trading securities portfolio. The 2024 period unrealized loss and realized gain primarily relates to the sale of Arix shares.

During the third quarter of 2023, we recorded consolidated earnings on equity investment of $3.4 million for one milestone earned during the period. There were no other milestones earned during the nine months ended September 30, 2024. Refer to Note 3 to the consolidated financial statements elsewhere herein for additional information.

Non-recurring legacy legal expense

	Three Months Ended March 31,							Nine Months Ended September 30,
	2024		2023		$ Change		% Change	2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Non-recurring legacy legal expense	$	(2,000)	$	—	$	(2,000)	n/a	$	(14,857)	$	—	$	(14,857)	n/a

During the nine months ended September 30, 2024, we recorded an additional accrual of $12.9 million in connection with the AIP Matter in other income (expense) and an accrual of $2.0 million in connection with Slingshot settlement in the consolidated statements of operations. Refer to Note 13 to the consolidated financial statements elsewhere herein for additional information.

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Income Taxes

	Three Months Ended September 30,										Nine Months Ended September 30,
	2024			2023			$ Change		% Change		2024			2023			$ Change		% Change
	(In thousands, except percentage change values)
Income tax (expense) benefit	$	(5,497)		$	197		$	(5,694)	(2,890	%)	$	2,673		$	(641)		$	3,314	(517	%)
Effective tax rate	89		%	(8)		%	n/a		97	%	(11)		%	11		%	n/a		(22)	%

Our income tax expense for the three months ended September 30, 2024 is primarily attributable to changes to the forecasted benefit of losses estimated for 2024. Our income tax benefit for the nine months ended September 30, 2024 is primarily attributable to recognizing a benefit for losses incurred year to date offset by foreign withholding taxes. 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 2024 effective tax rate in each period differed from the U.S. federal statutory rate primarily due to foreign withholding taxes which we could not recognize as a foreign tax credit and non-deductible items. 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. 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, 2024 and December 31, 2023 on foreign tax credits and certain state net operating losses. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional income tax information.

Liquidity and Capital Resources

General

Our foreseeable material cash requirements as of September 30, 2024, are recognized as liabilities or generally are otherwise described in Note 13, "Commitments and Contingencies," to the consolidated financial statements included elsewhere herein. Our facilities lease obligations, guarantees and certain contingent obligations are further described in Note 13 to the accompanying consolidated financial statements. Historically, we have not entered into off-balance sheet financing arrangements. In addition, the obligations of Energy Operations Business related to the Benchmark Revolving Credit Facility are further described in Note 2 to the accompanying consolidated financial statements. The obligations of our Energy Operations Business related to the asset retirement obligations are further described in Note 9 to the accompanying consolidated financial statements.

Additional cash requirements are generally derived from our operating and investing activities including expenditures for working capital (discussed below), human capital, business development, investments in equity securities and intellectual property, and business combinations. At September 30, 2024, we had unrecognized tax benefits, as further described in Note 2 to the consolidated financial statements.

Certain of our operating subsidiaries are often required to engage in litigation to enforce their patents and patent rights. In connection with any of our 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 us or our operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material.

At September 30, 2024, our primary sources of liquidity were cash and cash equivalents on hand and cash generated from our operating activities.

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The Company’s contribution to Benchmark to fund its portion of the Revolution Purchase Price and related fees for the Benchmark Transaction was $59.9 million, which was funded from cash on hand. The remainder of the Revolution Purchase Price was funded by a combination of borrowings under the Benchmark Revolving Credit Facility of approximately $82.7 million and a cash contribution of approximately $15.3 million from other investors in Benchmark, including McArron Partners. Refer to Note 2 to the accompanying consolidated financial statements for additional information regarding the Revolving Credit Facility.

On October 18, 2024 the Company acquired Deflecto for a purchase price of $103.7 million, which was funded with a combination of borrowings under the Deflecto Term Loan and from cash on hand. Refer to Note 1 to the accompanying consolidated financial statements for additional information.

Furthermore, we intend to grow our company by acquiring additional operating businesses and intellectual property assets. We expect to finance such acquisitions through cash on hand or by engaging in equity or debt financing.

Our management believes that our cash and cash equivalent balances and cash flows from operations will be sufficient to meet our cash requirements through at least twelve months from the date of this Quarterly Report and for the foreseeable future. We may, however, encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated, including those set forth under “Item 1A, Risk Factors” of our 2023 Annual Report. Any efforts to seek additional funding could be made through issuances of equity or debt, or other external financing. However, additional funding may not be available to us on favorable terms, or at all. The capital and credit markets have experienced extreme volatility and disruption in recent years, and the volatility and impact of the disruption may continue. At times during this period, the volatility and disruption has reached unprecedented levels. In several cases, the markets have exerted downward pressure on stock prices and credit capacity for certain issuers, and the commercial paper markets may not be a reliable source of short-term financing for us. If we fail to obtain additional financing when needed, we may not be able to execute our business plans and our business, conducted by our operating subsidiaries, may suffer.

Cash, Cash Equivalents and Investments

Our consolidated cash, cash equivalents and equity securities totaled $374.2 million at September 30, 2024, compared to $403.2 million at December 31, 2023.

Cash Flows Summary

The net change in cash and cash equivalents for the periods presented was comprised of the following:

	Nine Months Ended September 30,
	2024		2023
	(In thousands)
Net cash provided (used) by:
Operating activities	$	70,384	$	(17,962)
Investing activities	(117,067)		8,617
Financing activities	66,577		66,351
Effect of exchange rates on cash and cash equivalents	65		(59)
Increase in cash and cash equivalents	$	19,959	$	56,947

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Cash Flows from Operating Activities

Cash flows from operating activities were comprised of the following for the periods presented:

	Nine Months Ended September 30,
	2024		2023
	(In thousands)
Net loss including noncontrolling interests in subsidiaries	$	(20,675)	$	(6,570)
Adjustments to reconcile net loss including noncontrolling interests in   subsidiaries to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	21,735		10,152
Accretion of asset retirement obligation	620		—
Change in fair values Series A redeemable convertible preferred stock embedded derivatives and Series B warrants	—		(6,716)
Gain on exercise of Series B warrants	—		(1,525)
Compensation expense for share-based awards	2,530		2,324
Loss (gain) on foreign currency exchange	72		(25)
Change in fair value of equity securities	35,519		(18,783)
(Gain) loss on sale of equity securities	(28,861)		9,360
Unrealized gain on derivatives	(3,918)		—
Earnings on equity investment in joint venture	—		(3,375)
Deferred income taxes	(5,509)		(1,063)
Changes in assets and liabilities:
Accounts receivable	69,710		2,982
Inventories	(1,297)		1,847
Prepaid expenses and other assets	(3,373)		(1,395)
Accounts payable and accrued expenses	8,129		(5,623)
Royalties and contingent legal fees payable	(4,593)		597
Deferred revenue	295		(149)
Net cash provided by (used in) operating activities	$	70,384	$	(17,962)

Cash receipts from ARG's licensees totaled $90.9 million and $6.3 million for the nine months ended September 30, 2024 and 2023, respectively. Cash receipts from Printronix's customers totaled $23.8 million and $28.8 million for the nine months ended September 30, 2024 and 2023, respectively. Cash receipts from Benchmark's customers totaled $37.4 million for the nine months ended September 30, 2024. The fluctuations in cash receipts for the periods presented primarily reflects the corresponding fluctuations in revenues recognized during the same periods, as described above, and the related timing of payments received from licensees and customers.

Our reported cash provided by operations for the nine months ended September 30, 2024 was $70.4 million, compared to cash used in operations of $18.0 million in the comparable prior period. The increase in cash provided by operations was primarily due to net inflows from the total changes in assets and liabilities (refer to Working Capital discussion below), decrease in accounts receivable, increase in inventories, increase in prepaid expense and other assets, increase in accounts payable, decrease in royalties and contingent legal fees payable and by the total change in net income (described above) and related noncash adjustments.

Working Capital

Our working capital related to cash flows from operating activities at September 30, 2024 decreased to $18.8 million, compared to $87.0 million at December 31, 2023, which was comprised of the changes in assets and liabilities presented above. The decrease is primarily due to change in accounts receivable and royalties and contingent legal fees payable, which is related to the timing of the cash receipts related to Intellectual Property Operations Business, partially offset by the increase in accrued expenses and other current liabilities related to our Energy Operations Business.

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Cash Flows from Investing Activities

Cash flows from investing activities were comprised of the following for the periods presented:

	Nine Months Ended September 30,
	2024		2023
	(In thousands)
Patent acquisition	$	(14,000)	$	—
Purchases of equity securities	(15,544)		(8,678)
Sales of equity securities	57,854		15,198
Distributions received from equity investment in joint venture	—		2,249
Net purchases of property and equipment and additions to oil and gas properties	(145,377)		(152)
Net cash (used in) provided by investing activities	$	(117,067)	$	8,617

Cash outflows from investing activities for the nine months ended September 30, 2024 was $117.1 million, as compared to cash inflow of $8.6 million in the comparable prior period, primarily due to the acquisition of oil and gas properties in the Transaction and net cash inflows from our trading securities portfolio equity securities transactions and sale of Arix shares. Refer to Note 1 to the consolidated financial statements elsewhere herein for additional information regarding the Transaction. Refer to “Other Income/Expense – Equity Securities Investments” above and Note 3 to the consolidated financial statements elsewhere herein for additional information related to Life Sciences Portfolio.

Cash Flows from Financing Activities

Cash flows from financing activities included the following for the periods presented:

	Nine Months Ended September 30,
	2024		2023
	(In thousands)
Repurchase of common stock	$	(7,303)	$	—
Paydown of Senior Secured Notes	—		(60,000)
Contributions from noncontrolling interest	15,250		—
Borrowings on the Revolving credit facility	71,475		—
Paydown of Revolving Credit Facility	(12,000)		—
Dividend on Series A Redeemable Convertible Preferred Stock	—		(1,400)
Taxes paid related to net share settlement of share-based awards	(1,068)		(595)
Proceeds from Rights Offering	—		79,111
Proceeds from exercise of Series B warrants	—		49,000
Proceeds from exercise of stock options	223		235
Net cash provided by financing activities	$	66,577	$	66,351

Cash flows from financing activities for the nine months ended September 30, 2024 increased to $66.6 million, as compared to cash flow of $66.4 million in the comparable prior period, primarily due to contributions from noncontrolling interest related to the Revolution Transaction and net cash inflows from borrowings on the Benchmark Revolving Credit Facility partially offset by the repurchase of common stock. Refer to Note 1 to the consolidated financial statements elsewhere herein for additional information regarding the Revolution Transaction. Refer to Note 14 to the consolidated financial statements elsewhere herein for additional information regarding the repurchase of common stock.

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing these financial statements, we make assumptions, judgments and estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our assumptions, judgments and estimates on historical experience and

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various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly.

We believe that of the significant accounting policies discussed in Note 2 included in our 2023 Annual Report, the following accounting policies require our most difficult, subjective or complex assumptions, judgments and estimates:

•revenue recognition;

•estimates of crude oil and natural gas reserves;

•valuation of long-lived assets, goodwill and other intangible assets; and

•accounting for income taxes.

Our critical accounting estimates have not changed materially from those disclosed in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Annual Report. For further information on the significant accounting policies related to the revenue recognition, estimates of crude oil and natural gas reserves, valuation of long-lived assets, goodwill and other intangible assets and income taxes, refer to Note 2 to the consolidated financial statements and other related significant account policies included in our 2023 Annual Report.

Recent Accounting Pronouncements

Refer to Note 2 to consolidated financial statements included elsewhere herein.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our short-term investment activities is to preserve principal while concurrently maximizing the income we receive from our equity securities without significantly increasing risk. Some of the securities that we invest in may be subject to interest rate risk and/or market risk. This means that a change in prevailing interest rates, with respect to interest rate risk, or a change in the value of the United States equity markets, with respect to market risk, may cause the principal amount or market value of the equity securities to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises, the current value of the principal amount of our investment may decline. To minimize these risks in the future, we intend to maintain our portfolio of cash equivalents and equity securities in a variety of securities. Cash equivalents are comprised of investments in U.S. treasury securities and AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its agencies. In general, money market funds are not subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate. Accordingly, a 100 basis point increase in interest rates or a 10% decline in the value of the United States equity markets would not be expected to have a material impact on the value of such money market funds. Declines in interest rates over time will, however, reduce our interest income.

Investment Risk

We are exposed to investment risks related to changes in the underlying financial condition of certain of our equity investments in technology companies. The fair value of these investments can be significantly impacted by the risk of adverse changes in securities markets generally, as well as risks related to the performance of the companies whose securities we have invested in, risks associated with specific industries, and other factors. These investments are subject to significant fluctuations in fair value due to the volatility of the securities markets and of the underlying businesses.

As of September 30, 2024 and December 31, 2023, the carrying value of our equity investments in public and private companies was $50.9 million and $99.8 million, respectively.

We record our equity investments in publicly traded companies at fair value, which are subject to market price volatility. As of September 30, 2024, a hypothetical 10% adverse change in the market price of our investments in publicly traded common stock would have resulted in a decrease of approximately $1.4 million in such equity investments. We evaluate our equity investments in private companies for impairment when events and circumstances indicate that the decline in fair value of such assets below the carrying value is other-than temporary.

Foreign Currency Exchange Risk

Although we historically have not had material foreign operations, we are also exposed to market risks related 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. As of September 30, 2024, we did not have any foreign denominated equity securities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods prescribed by the SEC.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we or our various businesses and operations are the subject of, or party to, various pending or threatened legal actions, including various counterclaims in connection with patent enforcement activities. We believe that any liability arising from these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. See Note 13 to the consolidated financial statements elsewhere herein for additional information.

Intellectual Property Operations

Our Intellectual Property Operations Business is often required to engage in litigation to enforce its patents and patent rights. Certain of its operating subsidiaries are parties to ongoing patent enforcement related litigation, alleging infringement by third-parties of certain of the patented technologies owned or controlled by its operating subsidiaries.

In connection with any of its patent enforcement actions, it is possible that a defendant may claim and/or a court may rule that our Intellectual Property Operations Business 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 it or its operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material, and if required to be paid by it or its operating subsidiaries, could materially harm its operating results and its financial position.

Our Intellectual Property Operations Business spends a significant amount of its financial and management resources to pursue its current litigation matters. These litigation matters and others that it may in the future determine to pursue could continue for years and continue to consume significant financial and management resources. The counterparties to its litigation matters are sometimes large, well-financed companies with substantially greater resources. We cannot assure you that any of our Intellectual Property Operations Business current or future litigation matters will result in a favorable outcome for it. In addition, in part due to the appeals process and other legal processes, even if our Intellectual Property Operations Business obtains favorable interim rulings or verdicts in particular litigation matters, they may not be predictive of the ultimate resolution of the dispute. Also, we cannot assure you that our Intellectual Property Operations Business will not be exposed to claims or sanctions against it which may be costly or impossible for it to defend. Unfavorable or adverse outcomes may result in losses, exhaustion of financial resources or other adverse effects which could encumber our Intellectual Property Operations Business’s ability to effectively and efficiently monetize its assets. Refer to Note 13 to the consolidated financial statements elsewhere herein for additional information related to legal proceedings.

ITEM 1A. RISK FACTORS

An investment in our common stock involves risks. Before making an investment decision, you should carefully consider all of the information in this Quarterly Report on Form 10-Q, including in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the accompanying notes thereto. In addition, you should carefully consider the risks and uncertainties in “Item 1A. Risk Factors” in our 2023 Annual Report, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, financial condition, operating results and prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view as material, could have a material adverse effect on our business, financial condition, operating results and prospects. There have been no material changes to the risk factors previously reported in our 2023 Annual Report.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities (1)

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased under the Program
					(In thousands)
July 1, 2024 - July 31, 2024	—	$	—	—	$	—
August 1, 2024 - August 31, 2024	676,775	$	4.68	676,775	$	16,833
September 1, 2024 - September 30, 2024	860,347	$	4.72	860,347	$	12,769
Total	1,537,122	$	4.70	1,537,122

(1) On November 9, 2023, the Board approved a stock repurchase program (the “Repurchase Program”) for up to $20.0 million of the Company's common stock, subject to a cap of 5,800,000 shares of common stock. The Repurchase Program 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. Between October 1, 2024 and November 7, 2024, we repurchased a total of 1,470,172 shares at an average price per share of $4.61. Under the Repurchase Program as of November 7, 2024, we have repurchased a total of 3,007,294 shares at an average price per share of $4.65, and $6.0 million may yet be purchased under the Repurchase Program, subject to the aggregate cap for the Repurchase Program of 5,800,000 shares of common stock. Refer to Note 14 to the consolidated financial statements elsewhere herein for additional information.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Acacia Research Corporation adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

EXHIBIT NUMBER	EXHIBIT
2.1^	Stock Purchase Agreement dated as of October 18, 2024, by and among Deflecto Holdco LLC, as Purchaser, Deflecto Holdings, LLC and Evriholder Finance LLC (collectively, the "Sellers"), Deflecto Acquisition, Inc. and the Sellers' Representative named therein (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 21, 2024)
10.1^	Amended and Restated Credit Agreement dated October 18, 2024, among Deflecto, LLC, as Borrower, the other Loan Parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report 8-K filed on October 21, 2024)
10.2*	2024 Acacia Research Corporation Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement filed on April 19, 2024).
31.1#	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2#	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1†	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
32.2†	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
101#	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024 and 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104#	Cover Page Interactive Data File (formatted in iXBRL and included in Exhibit 101)

_________________________

#    Filed herewith.

*The referenced exhibit is a management contract, compensatory plan or arrangement.

†    The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.

^    This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment for any schedules or exhibits so furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACACIA RESEARCH CORPORATION
Date: November 12, 2024	/s/ Martin D. McNulty Jr.
	By: Martin D. McNulty Jr.
	Chief Executive Officer (Principal Executive Officer and Duly Authorized Signatory)
Date: November 12, 2024	/s/ Kirsten Hoover
	By: Kirsten Hoover
	Interim Chief Financial Officer (Principal Financial Officer and Accounting Officer)

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