8-K
Acacia Research Corp (ACTG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2021
| ACACIA RESEARCH CORPORATION | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-37721 | 95-4405754 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 767 3^rd^ Avenue, Suite 602<br><br> <br>New York, NY | 10017 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 480-8300
| 4 Park Plaza, Suite 550<br><br> <br>Irvine, California |
|---|
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | ACTG | The Nasdaq Stock Market, LLC |
Item 2.02. Results of Operations and Financial Condition.
On March 29, 2021, Acacia Research Corporation issued a press release announcing its financial results for the quarter and the year ended December 31, 2020. A copy of that release is furnished as Exhibit 99.1 to this report.
The information in this Current Report on Form 8-K and the exhibit attached hereto as Exhibit 99.1 are being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K and the exhibit attached hereto as Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filings, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 Press Release dated March 29, 2021 of Acacia Research Corporation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACACIA RESEARCH CORPORATION | ||
|---|---|---|
| Date: March 29, 2021 | By: | /s/ Clifford Press |
| Name: Clifford Press | ||
| Title: Chief Executive Officer |
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Exhibit Index
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated March 29, 2021 of Acacia Research Corporation |
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Exhibit 99.1
AcaciaResearch Reports Fourth Quarter and Full-Year 2020 Financial Results
Book Value as of December 31, 2020 Increasesto $292.5 Million, or $5.94 Per Share
New York, NY,March 29, 2021 - Acacia Research Corporation (Nasdaq: ACTG) today reported results for the three and 12-month period ended December 31, 2020.
Clifford Press, Chief Executive Officer, stated, “During the year, we completed our first transaction in our strategic partnership with Starboard Value LP (“Starboard”), and acquired a portfolio of late-stage life science assets, increasing our book value by more than $117.5 million. After acquiring this portfolio for $282.3 million, we sold several holdings to recover $188.5 million while retaining assets which were valued at more than $267.4 million as of December 31, 2020. Subsequent to year end, Immunocore, whose securities are included in the portfolio, conducted a successful IPO, following the release of positive clinical data, which increased the value of our holding by $31.9 million as of March 26, 2021. We continue to hold substantial value in the securities of public and private companies remaining in the portfolio.”
Our life sciences portfolio as of December 31, 2020 includes:
| Public Company Securities (at market value at December 31, 2020) | ||||
|---|---|---|---|---|
| Company | Ticker | Number of Shares | Value | Change since 9/30 |
| Arix Bioscience plc ^1^ | LSE: ARIX | 25.8 mm | $77.3 mm | $40.3 mm |
| Sensyne Health plc | AIM: SENS | 15.2 mm | $23.3 mm | $11.9 mm |
| Induction Healthcare Group plc | AIM: INHC | 4.2 mm | $4.2 mm | ($0.2 mm) |
| $104.8 mm | $52.0 mm | |||
| Total Public Holdings | ||||
| Private Company Securities (at December 31, 2020) | ||||
| --- | --- | --- | ||
| Company | Ownership Percentage | Value | ||
| Oxford Nanopore Technologies ¹ | 6% | $111.1 mm | ||
| Immunocore ^1,^ ^2^ | 4% | $26.0 mm | ||
| Next three positions: | ||||
| Viamet Pharmaceuticals | 26% | |||
| AMO Pharma | 22% | |||
| NovaBiotics^^ | 4% | $25.4 mm | ||
| $162.5 mm | ||||
| Total Private Holdings |
^1^Value of Oxford Nanopore Technologies and Immunocore securities based on observed transactions; remaining holdings of private company securities valued at cost.
^^
^2^ Completed an IPO on February 4, 2021; Value at March 26, 2021 was $57.9 million
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Al Tobia, Acacia’s Chief Investment Officer, added “During 2020 we had gains, realized and unrealized, of approximately $175 million from the life sciences portfolio. During the first quarter of this year, our IP business completed the acquisition of a patent portfolio from Newracom. This portfolio provides a broad range of Wi-Fi IP that covers multiple applications including mobile devices, wearables, digital home, home automation, healthcare, and industrial automation. Our team is actively exploring licensing opportunities for the recently acquired patent families.”
Mr. Press concluded, “We remain active in collaboration with Starboard to evaluate further opportunities within the small-cap value sector with the goal of acquiring operating companies in the mature technology, healthcare, industrial and certain financial services segments.”
Full Year 2020 Financial Summary:
| · | Cash and short-term investments totaled $274.6 million at December<br>31, 2020, compared to $168.3 million at December 31, 2019. |
|---|---|
| · | Debt, which represents the Senior Secured Notes issued to Starboard,<br>was $115.0 million at December 31, 2020. |
| · | Book value totaled $292.5 million as of December 31, 2020, compared<br>to $175.0 million at December 31, 2019. Acacia’s current book value reflects issuance of Senior Secured Notes and liabilities<br>associated with the funding of the life science portfolio acquisition, and reflects the public and private values based on U.S.<br>GAAP of assets as of December 31, 2020. |
| --- | --- |
| · | Gross revenues were $29.8 million. |
| · | General and administrative expenses increased by 49.5% to $24.5 million,<br>compared with $16.4 million last year due to business development and personnel expenses, as we build out our capability to identify,<br>evaluate and execute acquisitions. |
| · | Operating loss was $19.5 million. |
| · | GAAP net income to common stockholders was $88.5 million, or $1.54<br>per diluted share, compared to a net loss of $(20.4 million), or $(0.40) per diluted share, last year. |
Fourth Quarter 2020 Financial Summary:
| · | Gross revenues were $4.4 million. |
|---|---|
| · | General and administrative expenses for the fourth quarter of 2020<br>increased by 47.6%, compared with the fourth quarter of 2019, due to business development and personnel expenses. |
| · | Operating loss was $6.4 million. |
| · | GAAP net income to common stockholders was $65.4 million, or $1.33<br>per diluted share, compared to a net loss of $(2.6 million), or $(0.05) per diluted share, in the fourth quarter last year. |
| · | The fourth quarter of 2020 reflected: |
| --- | --- |
| o | A net non-cash benefit of $99.9 million related to the change in the fair value of trading and investment securities; and |
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| o | Expense of $11.6 million related to the change in fair value of warrants and embedded derivatives. |
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Book Value/Dilution
As of December 31, 2020, book value was $292.5 million and there were 49.2 million diluted shares outstanding in the fourth quarter of 2020, for a book value per share of $5.94.
Starboard Value holds the following securities:
| · | $35 million of Series A preferred stock, exercisable into 9.6 million<br>shares of common stock (exercisable at $3.65 per share); |
|---|---|
| · | $115 million of Notes, exercisable into 31.5 million shares of common<br>stock through 31.5 million Series B warrants owned (exercisable at $3.65 per share); |
| · | 68.5 million additional Series B warrants exercisable into 68.5 million<br>shares of common stock for $360 million in cash (exercisable at $5.25 per share); and |
| · | 5 million Series A warrants exercisable into 5 million shares of common<br>stock for $18.25 million (exercisable at $3.65 per share) |
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Book value at December 31, 2020 reflects the impact of the following:
| · | $115 million of Notes issued to Starboard Value; |
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| · | $35 million of Series A preferred stock to Starboard Value; and |
| · | $61.6 million of warrant and additional embedded derivative liabilities<br>associated with all preferred stock and warrants held by Starboard Value, to be eliminated upon exercise or expiration |
Assuming Starboard Value converted all preferred stock and exercised all warrants^1^:
| · | $115 million of Notes liability would be eliminated, and 31.5 million<br>shares would be issued; |
|---|---|
| · | $35 million of preferred stock would be eliminated, and 9.6 million<br>shares would be issued; |
| · | $61.6 million of warrant and embedded derivative liabilities would<br>be eliminated; and |
| · | $378 million of cash would be added upon exercise of the remaining<br>Series B warrants and Series A warrants, and 73.5 million shares would be issued |
The impact of this would be an incremental $590 million in book value, and an incremental 114.6 million shares outstanding. Pro forma for all of this exercise, book value would be $882.5 million, and diluted shares outstanding would be 163.8 million, for book value per share of $5.39.
Investor Conference Call:
The Company will host a conference call today, Monday, March 29, 2021 at 11 a.m. ET/ 8 a.m. PT. to discuss these results and provide a business update.
To access the live call, please dial (877) 407-0778 (U.S. and Canada) or (201) 689-8565 (international). The conference call will also be simultaneously webcasted on the investor relations section of the Company’s website at http://acaciaresearch.com under the News & Events tab. Following the conclusion of the live call, a replay of the webcast will be available on the Company's website for at least 30 days.
About Acacia Research Corporation
Acacia Research (NASDAQ: ACTG) seeks to acquire undervalued businesses and pursues opportunities for value creation. We leverage our (i) access to flexible capital that can be deployed unconditionally, (ii) expertise in corporate governance and operational restructuring, (iii) willingness to invest in out of favor industries and businesses that suffer from a complexity discount and untangle complex, multi-factor situations, and (iv) expertise and relationships in certain sectors, to complete strategic acquisitions of businesses, divisions, and/or assets with a focus on mature technology, healthcare, industrial and certain financial segments. We seek to identify opportunities where we believe we are advantaged buyers, where we can avoid structured sale processes and create the opportunity to purchase businesses, divisions and/or assets of companies at an attractive price due to our unique capabilities, relationships, or expertise, or where we believe the target would be worth more to us than to other buyers. Information about Acacia Research Corporation and its subsidiaries is available at www.acaciaresearch.com.
Safe Harbor Statement under the Private Securities LitigationReform Act of 1995
This news release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including the ability to successfully implement our strategic plan, the ability to successfully identify and complete strategic acquisitions of businesses, divisions, and/or assets, the ability to successfully develop licensing programs and attract new business, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments addressing licensing and enforcement of patents and/or intellectual property in general, general economic conditions, including the impact of the COVID-19 pandemic and the success of our investments. Our Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and any amendments to the forgoing, and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
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^1^ Consistentwith the Company's NOL preservation policies, the terms of the preferred stock and warrants prevent Starboard Value from convertingor exercising such security to the extent such conversion or exercise would cause Starboard Value, together with its affiliates,to beneficially own in excess of 4.89% of the Company's then outstanding shares of common stock following such conversion or exercise.
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The results achieved in the most recent quarter are not necessarily indicative of the results to be achieved by us in any subsequent quarters, as it is currently anticipated that Acacia Research Corporation’s financial results will vary, and may vary significantly, from quarter to quarter. This variance is expected to result from a number of factors, including risk factors affecting our results of operations and financial condition referenced above, and the particular structure of our licensing transactions, which may impact the amount of inventor royalties and contingent legal fees expenses we incur from period to period.
Investor Contact:
Rob Fink
FNK IR
646-809-4048
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ACACIA RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
| Three Months Ended | Years Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenues | $ | 4,383 | $ | 688 | $ | 29,782 | $ | 11,246 | ||||
| Portfolio operations: | ||||||||||||
| Inventor royalties | 506 | 192 | 7,349 | 4,944 | ||||||||
| Contingent legal fees | 564 | 4 | 7,419 | 591 | ||||||||
| Litigation and licensing expenses - patents | 2,186 | 1,160 | 5,683 | 7,803 | ||||||||
| Amortization of patents | 1,159 | 857 | 4,681 | 3,194 | ||||||||
| Other portfolio expenses (income) | – | 1,581 | (308 | ) | 1,756 | |||||||
| Total portfolio operations | 4,415 | 3,794 | 24,824 | 18,288 | ||||||||
| Net portfolio income (loss) | (32 | ) | (3,106 | ) | 4,958 | (7,042 | ) | |||||
| General and administrative expenses | 6,387 | 4,328 | 24,476 | 16,376 | ||||||||
| Operating loss | (6,419 | ) | (7,434 | ) | (19,518 | ) | (23,418 | ) | ||||
| Other income (expense): | ||||||||||||
| Change in fair value of investment, net | 1,770 | 277 | 5,474 | 9,899 | ||||||||
| Gain (loss) on sale of investment | 10,949 | (1,083 | ) | 8,187 | (9,230 | ) | ||||||
| Impairment of other investment | – | – | – | (8,195 | ) | |||||||
| Gain on disposal of other investment | – | – | – | 2,000 | ||||||||
| Change in fair value of the Series A and B warrants and embedded derivatives | (11,626 | ) | 4,518 | (58,238 | ) | 4,518 | ||||||
| Change in fair value of equity securities derivative and forward contract | (17,542 | ) | – | – | – | |||||||
| Gain on sale of prepaid investment and derivative. | 247 | – | 2,845 | – | ||||||||
| Change in fair value of trading securities and equity securities | 99,878 | (277 | ) | 176,173 | (145 | ) | ||||||
| Gain (loss) on sale of trading securities | 11,623 | 1,963 | 7,352 | 2,188 | ||||||||
| Gain (loss) on foreign currency exchange | (5,825 | ) | 104 | (4,905 | ) | (2 | ) | |||||
| Interest expense on Senior Secured Notes | (2,745 | ) | – | (5,923 | ) | – | ||||||
| Interest income and other | 27 | 419 | 838 | 3,432 | ||||||||
| Total other income (expense) | 86,756 | 5,921 | 131,803 | 4,465 | ||||||||
| Income (loss) before income taxes | 80,337 | (1,513 | ) | 112,285 | (18,953 | ) | ||||||
| Income tax benefit (expense) | (98 | ) | 2,147 | 1,159 | 1,824 | |||||||
| Net income (loss) including noncontrolling interests in subsidiaries | 80,239 | 634 | 113,444 | (17,129 | ) | |||||||
| Net loss attributable to noncontrolling interests in subsidiaries | – | – | – | 14 | ||||||||
| Net income (loss) attributable to Acacia Research Corporation. | $ | 80,239 | $ | 634 | $ | 113,444 | $ | (17,115 | ) | |||
| Net income (loss) attributable to common stockholders - basic. | $ | 65,180 | $ | 327 | $ | 90,330 | $ | (17,422 | ) | |||
| Basic net income (loss) per common share. | $ | 1.34 | $ | 0.01 | $ | 1.85 | $ | (0.35 | ) | |||
| Weighted average number of shares outstanding - basic | 48,508,903 | 49,875,750 | 48,840,829 | 49,764,002 | ||||||||
| Net income (loss) attributable to common stockholders - diluted. | $ | 65,352 | $ | (2,624 | ) | $ | 88,471 | $ | (20,373 | ) | ||
| Diluted net income (loss) per common share | $ | 1.33 | $ | (0.05 | ) | $ | 1.54 | $ | (0.40 | ) | ||
| Weighted average number of shares outstanding - diluted. | 49,244,141 | 54,406,835 | 57,435,128 | 50,896,773 |
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ACACIA RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| December 31, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 165,546 | $ | 57,359 | ||
| Trading securities - debt | – | 93,843 | |||
| Trading securities - equity | 109,103 | 17,140 | |||
| Investment securities - private equity | 143,257 | – | |||
| Investment securities - equity method investments | 30,673 | – | |||
| Investment at fair value | 2,752 | 1,500 | |||
| Accounts receivable | 506 | 511 | |||
| Prepaid expenses and other current assets | 5,832 | 2,912 | |||
| Total current assets | 457,669 | 173,265 | |||
| Long-term restricted cash | 35,000 | 35,000 | |||
| Patents, net of accumulated amortization | 16,912 | 7,814 | |||
| Leased right-of-use assets | 951 | 1,264 | |||
| Other non-current assets | 4,988 | 818 | |||
| Total assets | 515,520 | $ | 218,161 | ||
| LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 1,019 | $ | 1,765 | ||
| Accrued expenses and other current liabilities | 3,707 | 7,265 | |||
| Accrued compensation | 2,265 | 507 | |||
| Royalties and contingent legal fees payable | 2,162 | 2,178 | |||
| Senior Secured Notes Payable - short-term | 115,663 | – | |||
| Total current liabilities | 124,816 | 11,715 | |||
| Series A warrant liabilities | 6,640 | 3,568 | |||
| Series A embedded derivative liabilities | 26,728 | 17,974 | |||
| Series B warrant liabilities | 52,341 | – | |||
| Long-term lease liabilities | 951 | 1,264 | |||
| Other long-term liabilities | 591 | 593 | |||
| Total liabilities | 212,067 | 35,114 | |||
| Commitments and contingencies | |||||
| Series A redeemable convertible preferred stock, par value 0.001 per share; stated value 100 per share; 350,000 shares authorized, issued and outstanding as of December 31, 2020 and December 31, 2019, respectively; aggregate liquidation preference of 35,000 as of December 31, 2020 and December 31, 2019, respectively | 10,924 | 8,089 | |||
| Stockholders' equity: | |||||
| Preferred stock, par value 0.001 per share; 10,000,000 shares<br> authorized; no shares issued or outstanding | – | – | |||
| Common stock, par value 0.001 per share; 300,000,000 shares authorized; 49,279,453 and 50,370,987 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 49 | 50 | |||
| Treasury stock, at cost, 4,604,365 and 2,919,828 shares as of December 31, 2020 and December 31, 2019, respectively | (43,270 | ) | (39,272 | ) | |
| Additional paid-in capital | 651,416 | 652,003 | |||
| Accumulated deficit | (326,708 | ) | (439,656 | ) | |
| Total Acacia Research Corporation stockholders' equity | 281,487 | 173,125 | |||
| Noncontrolling interests | 11,042 | 1,833 | |||
| Total stockholders' equity | 292,529 | 174,958 | |||
| Total liabilities, redeemable convertible preferred stock, and stockholders' equity | 515,520 | $ | 218,161 |
All values are in US Dollars.
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