8-K
Acacia Research Corp (ACTG)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 2021
ACACIA RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-37721 | 95-4405754 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation) | File Number) | Identification No.) |
| 767 Third Avenue, Suite 602 | ||
| --- | --- | |
| New York, NY | 10017 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including
area code): (949) 480-8300
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, par value $0.001 per share | ACTG | The NASDAQ Stock Market, LLC |
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). o 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. o
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On November 15, 2021, Acacia Research Corporation issued a press release announcing its financial results for the quarter ended September 30, 2021. 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.<br><br> <br>**** |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated November 15, 2021 of Acacia Research Corporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| Dated: November 15, 2021 | ||
|---|---|---|
| ACACIA RESEARCH CORPORATION | ||
| By: | /s/ Clifford Press | |
| Name: | Clifford Press | |
| Title: | President and Chief Executive<br> Officer |
Exhibit 99.1
Acacia ResearchReports Third Quarter 2021 Financial Results
Company Recognizes Substantial Realized andUnrealized Gain from Oxford Nanopore IPO
New York, NY, November 15, 2021 - Acacia Research Corporation (Nasdaq: ACTG) today reported results for the three- and nine-month periods ended September 30, 2021.
Clifford Press, Chief Executive Officer, stated, “This was a milestone quarter highlighted by the IPO of Oxford Nanopore Technologies Limited. Oxford Nanopore represented a nearly $120 million realized and unrealized gain in the quarter, between the sale of a small portion of our stake and the increased value in our remaining position. As a result, our pro forma book value at September 30, 2021 increased to $6.31 per share. In addition, subsequent to the end of the quarter, we completed our first operating company acquisition, as we welcome Printronix to the Acacia family.”
“Acacia’s recently completed and proposed M&A activity represents our mature business model coming into focus,” continued Mr. Press. “Over the past year, we have expanded our team, bolstered our capital base and positioned Acacia as a corporate acquirer, with the flexibility, capability and expertise to pursue multiple public and private opportunities, including complex transactions, avoiding large, competitive auctions, while evaluating a diverse set of situations. Our highly collaborative partnership with Starboard Value LP and our strong capital base, comprised of cash, public and private investments, IP assets and the addition of the profitable Printronix business, facilitates a healthy pipeline of potential attractive operating company investments.”
During the third quarter, Acacia recognized $101 million in realized and unrealized gains in the value of the life sciences portfolio acquired in June 2020. To date, based on the current value of the remaining positions, Acacia has recovered $256 million of the aggregate portfolio purchase price of $282 million. As of September 30, 2021, Acacia holds the following positions in its life sciences portfolio:
Public Securities
Based on Market Value (at September 30, 2021)
| Company | Ticker | Number of Shares | Value |
|---|---|---|---|
| Oxford Nanopore Technologies ^1^ | LSE: ONT | 35.1 mm | $267.8 mm |
| Arix Bioscience plc | LSE: ARIX | 25.8 mm | $52.8 mm |
| Immunocore ^2^ | IMCR | 0.68 mm | $25.2 mm |
| Induction Healthcare Group plc | AIM: INHC | 4.2 mm | $2.9 mm |
| Total Public Holdings ^3^ | $348.7 mm | ||
| Private Securities<br><br> <br>Carried at Cost (at September 30, 2021) | |||
| Company | Ownership Percentage | Value | |
| Viamet Pharmaceuticals | 26% |  |
|
| AMO Pharma | 24% | $25.7 mm | |
| NovaBiotics^^ | 4% | ||
| Total Private Holdings | $25.7 mm | ||
| ^1^ Sold 3.9 mm shares in Q3, balance carried at discount due to lockup. | |||
| --- | |||
| ^2^ Sold 0.75 mm shares in Q3. | |||
| ^3^ Remaining value following $44 mm of sale proceeds. | |||
| Amounts may not add up due to rounding. |
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Third Quarter 2021 Financial Summary:
| · | Cash, cash equivalents<br>and equity investments at fair value totaled $605.1 million at September 30, 2021, compared to $274.6 million at December 31, 2020. |
|---|---|
| · | Equity securities<br>without readily determinable fair value totaled $5.8 million at September 30, 2021; compared to $143.3 million at December 31, 2020,<br>which such reduction reflects the initial public offerings of two previously private portfolio companies in 2021. |
| --- | --- |
| · | Investment securities<br>representing equity method investments totaled $31.8 million (before $11.9 million in noncontrolling interests), compared to $30.7 million<br>(before $11.0 million in noncontrolling interests) at December 31, 2020. |
| --- | --- |
| · | Debt, which represents<br>the Senior Secured Notes issued to Starboard Value LP, was $182.9 million at September 30, 2021. |
| --- | --- |
| · | Book value totaled<br>$235.9 million, or $4.82 per share, as of September 30, 2021, compared to $292.5 million, or $5.94 per share, at December 31, 2020. Acacia’s<br>current book value reflects the impact of the increase in the Company’s share price on its warrant and embedded derivative liabilities.<br>Assuming full exercise of all issued derivatives, Acacia’s pro forma book value would rise to $1.0 billion, or $6.31 per share,<br>up from $882.5 million, or $5.39 per share, as of December 31, 2020.^[1]^ |
| --- | --- |
| · | Gross revenues<br>were $1.6 million, compared to $19.5 million in the third quarter of last year. |
| --- | --- |
| · | General and administrative<br>expenses were $10.3 million, compared to $7.7 million in the third quarter of last year due to increased business development and personnel<br>expenses as we build out our capacity to identify, evaluate and execute acquisitions. |
| --- | --- |
| · | Operating loss<br>was $12.7 million, compared to a loss of $2.8 million in the third quarter of last year. |
| --- | --- |
| · | GAAP net income<br>to common stockholders was $80.2 million, or $0.86 per diluted share, compared to net income of $29.2 million, or $0.32 per diluted share,<br>in the third quarter of last year. |
| --- | --- |
Pro Forma Book Value and Changes to Derivative Valuations
As of September 30, 2021, book value was $235.9 million and there were 48.9 million weighted-average shares of common stock outstanding in the third quarter of 2021, for a book value per share of $4.82, up from $3.02 at June 30, 2021 and down from $5.94 at December 31, 2020. The decline since December 31, 2020 is due to the impact of the increase in non-cash liabilities associated with the warrants and preferred stock held by Starboard Value LP. This was driven by the increase in Acacia’s share price from $3.94 at December 31, 2020 to $6.79 at September 30, 2021. Total liabilities for these warrants and preferred stock stood at $289.6 million at September 30, 2021. All of these derivative liabilities would be eliminated upon exercise or expiration of all such warrants and preferred stock.
Book value at September 30, 2021 reflects the impact of the following:
| · | $180 million of face value of Notes<br>issued to Starboard Value LP, $115 million of which may be used to exercise Series B warrants at $3.65 per share; |
|---|---|
| · | $35 million in face value of Series<br>A preferred stock issued to Starboard Value LP; and |
| --- | --- |
| · | $289.6 million of warrants and embedded<br>derivative liabilities associated with all preferred stock and warrants held by Starboard Value LP, to be eliminated upon exercise or<br>expiration of all such warrants and preferred stock. |
| --- | --- |
Assuming Starboard Value LP converted all preferred stock and exercised all warrants:
| · | $115 million of liabilities attributable<br>to the Notes would be eliminated, and 31.5 million shares of common stock would be issued; |
|---|---|
| · | $35 million in face value of preferred<br>stock would be eliminated, and 9.6 million shares of common stock would be issued; |
| --- | --- |
| · | $289.6 million embedded derivative<br>liabilities attributed to the warrants would be eliminated; and |
| --- | --- |
| · | $378 million of cash would be added<br>upon exercise of the remaining Series B warrants and Series A warrants, and 73.5 million shares of common stock would be issued |
| --- | --- |
The expected impact of this would be an incremental $796.1 million in book value, and an incremental 114.6 million shares outstanding. Assuming such conversion and exercise, pro forma book value would be $1,032 million, and diluted shares outstanding would be 163.5 million, for book value per share of $6.31, up from $5.77 at June 30, 2021 and from $5.39 at December 31, 2020.
^[1]^ Under generally accepted accounting principles, or GAAP, book value reflects the impact of the liabilities associated with potential issuance of shares related to the Company’s warrants and convertible preferred stock. As the value of those liabilities varies with fluctuations in our share price, we believe a presentation of book value assuming full exercise of all warrants and preferred presents a useful measure of book value for investors. This non-GAAP measure does have its limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results under GAAP.
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Investor Conference Call:
The Company will host a conference call today, November 15, 2021 at 4:30 p.m. ET/ 1:30 p.m. PT.
To access the live call, please dial 888-506-0062 (U.S. and Canada) or 973-528-0011 (international). The conference call will also be simultaneously webcasted on the investor relations section of the Company’s website at http://acaciaresearch.com under Events & Presentations. 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 Litigation ReformAct 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 foregoing, 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.
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
rob@fnkir.com
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ACACIA RESEARCH CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| December 31, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 217,957 | $ | 165,546 | ||
| Restricted cash | 761 | – | |||
| Equity securities at fair value | 387,120 | 109,103 | |||
| Equity securities without readily determinable fair value | 5,816 | 143,257 | |||
| Investment securities - equity method investments | 31,840 | 30,673 | |||
| Investment at fair value | – | 2,752 | |||
| Accounts receivable | 412 | 506 | |||
| Other receivable | 21,539 | – | |||
| Prepaid expenses and other current assets | 3,986 | 5,832 | |||
| Total current assets | 669,431 | 457,669 | |||
| Long-term restricted cash | 35,424 | 35,000 | |||
| Patents, net of accumulated amortization | 39,826 | 16,912 | |||
| Leased right-of-use assets | 671 | 951 | |||
| Other non-current assets | 4,482 | 4,988 | |||
| Total assets | 749,834 | $ | 515,520 | ||
| LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 2,196 | $ | 1,019 | ||
| Accrued expenses and other current liabilities | 5,586 | 3,707 | |||
| Accrued compensation | 4,019 | 2,265 | |||
| Royalties and contingent legal fees payable | 1,793 | 2,162 | |||
| Accrued patent investment costs | 8,000 | – | |||
| Senior Secured Notes Payable | 182,855 | 115,663 | |||
| Total current liabilities | 204,449 | 124,816 | |||
| Series A warrant liabilities | 18,527 | 6,640 | |||
| Series A embedded derivative liabilities | 41,411 | 26,728 | |||
| Series B warrant liabilities | 229,637 | 52,341 | |||
| Long-term lease liabilities | 671 | 951 | |||
| Other long-term liabilities | 5,591 | 591 | |||
| Total liabilities | 500,286 | 212,067 | |||
| Commitments and contingencies | – | – | |||
| Series A redeemable convertible preferred stock, par value<br> 0.001 per share; stated value 100 per share; 350,000 shares authorized, issued and outstanding as of September 30, 2021 and<br> December 31, 2020; aggregate liquidation preference of 35,000 as of September 30, 2021 and December 31, 2020 | 13,686 | 10,924 | |||
| Stockholders' equity: | |||||
| Common stock, par value 0.001 per share; 300,000,000 shares<br> authorized; 49,591,852 and 49,279,453 shares issued and outstanding as of September 30, 2021 and December 31,<br> 2020, respectively | 50 | 49 | |||
| Treasury stock, at cost, 4,604,365 shares as of September 30, 2021 and December 31,<br> 2020 | (43,270 | ) | (43,270 | ) | |
| Additional paid-in capital | 649,349 | 651,416 | |||
| Accumulated deficit | (382,215 | ) | (326,708 | ) | |
| Total Acacia Research Corporation stockholders' equity | 223,914 | 281,487 | |||
| Noncontrolling interests | 11,948 | 11,042 | |||
| Total stockholders' equity | 235,862 | 292,529 | |||
| Total liabilities, redeemable convertible preferred stock, and stockholders' equity | 749,834 | $ | 515,520 |
All values are in US Dollars.
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ACACIA RESEARCH CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS
(In thousands, except share and per share data)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenues | $ | 1,582 | $ | 19,466 | $ | 24,785 | $ | 25,399 | ||||
| Patent portfolio operations: | ||||||||||||
| Inventor royalties | 280 | 5,772 | 823 | 6,843 | ||||||||
| Contingent legal fees | 285 | 6,609 | 5,735 | 6,855 | ||||||||
| Litigation and licensing expenses - patents | 782 | 1,001 | 4,881 | 3,497 | ||||||||
| Amortization of patents | 2,612 | 1,174 | 7,086 | 3,522 | ||||||||
| Other patent portfolio income | – | – | – | (308 | ) | |||||||
| Patent portfolio expenses | 3,959 | 14,556 | 18,525 | 20,409 | ||||||||
| Net patent portfolio (loss) income | (2,377 | ) | 4,910 | 6,260 | 4,990 | |||||||
| General and administrative expenses | 10,345 | 7,692 | 23,014 | 18,089 | ||||||||
| Operating loss | (12,722 | ) | (2,782 | ) | (16,754 | ) | (13,099 | ) | ||||
| Other income (expense): | ||||||||||||
| Change in fair value of investment, net | – | (3,081 | ) | (2,752 | ) | 3,704 | ||||||
| Gain (loss) on sale of investment | – | – | 3,591 | (2,762 | ) | |||||||
| Change in fair value of the Series A and B warrants and embedded derivatives | 619 | 20,672 | (203,866 | ) | (46,612 | ) | ||||||
| Gain on sale of prepaid investment and derivative | – | 2,845 | – | 2,845 | ||||||||
| Change in fair value of equity securities | 66,502 | 20,488 | 115,509 | 99,449 | ||||||||
| Gain (loss) on sale of equity securities | 37,688 | 2,737 | 53,124 | (4,272 | ) | |||||||
| Earnings on equity investment in joint venture | – | – | 2,737 | – | ||||||||
| Loss on foreign currency exchange | (17 | ) | (48 | ) | (193 | ) | (4,938 | ) | ||||
| Interest expense on Senior Secured Notes | (2,531 | ) | (2,410 | ) | (5,601 | ) | (3,178 | ) | ||||
| Interest income and other | 76 | 10 | 135 | 811 | ||||||||
| Total other income (expense) | 102,337 | 41,213 | (37,316 | ) | 45,047 | |||||||
| Income (loss) before income taxes | 89,615 | 38,431 | (54,070 | ) | 31,948 | |||||||
| Income tax (expense) benefit | (11 | ) | (83 | ) | (531 | ) | 1,257 | |||||
| Net income (loss) including noncontrolling interests in subsidiaries | 89,604 | 38,348 | (54,601 | ) | 33,205 | |||||||
| Net income attributable to noncontrolling interests in subsidiaries | – | – | (906 | ) | – | |||||||
| Net income (loss) attributable to Acacia Research Corporation | $ | 89,604 | $ | 38,348 | $ | (55,507 | ) | $ | 33,205 | |||
| Net income (loss) attributable to common stockholders - Basic | $ | 72,984 | $ | 30,529 | $ | (59,054 | ) | $ | 24,838 | |||
| Basic net income (loss) per common share | $ | 1.49 | $ | 0.63 | $ | (1.21 | ) | $ | 0.51 | |||
| Weighted average number of shares outstanding - Basic | 48,949,504 | 48,467,885 | 48,759,873 | 48,949,706 | ||||||||
| Net income (loss) attributable to common stockholders - Diluted | $ | 80,171 | $ | 29,204 | $ | (59,054 | ) | $ | 21,380 | |||
| Diluted net income (loss) per common share | $ | 0.86 | $ | 0.32 | $ | (1.21 | ) | $ | 0.36 | |||
| Weighted average number of shares outstanding - Diluted | 93,081,502 | 90,624,702 | 48,759,873 | 60,153,773 |
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