Acacia Research Corporation (Nasdaq: ACTG) (“Acacia” or the
“Company”) today reported financial results for the three and six
months ended June 30, 2023.
Key Business Highlights
- On July 13, 2023, completed its recapitalization transaction
with Starboard Value LP, and as part of this transaction:
- Starboard converted 350,000 shares of Acacia’s Series A
Convertible Preferred Stock into 9,616,746 shares of Common Stock,
including 27,704 shares of Common Stock issued in respect of
accrued and unpaid dividends.
- Starboard also exercised 31,506,849 of the Company’s Series B
Warrants (the “Series B Warrants”) through a combination of a “Note
Cancellation” and a “Limited Cash Exercise” for an aggregate total
of 31,506,849 shares of Common Stock
- Pursuant to the Series B Warrants exercise, the Company
cancelled $60 million aggregate principal amount of senior secured
notes held by Starboard and received aggregate gross proceeds of
approximately $55 million.
- As a result of the Recapitalization Transactions, Starboard
holds 61,123,595 shares of Common Stock, representing approximately
61.2% of Acacia’s Common Stock
- Generated $7.9 million in consolidated revenue for the quarter
compared to $16.7 million in revenue in the second quarter of
2022.
- Recorded $1.4 million of net realized and unrealized losses
during the quarter.
Second Quarter 2023 Financial
Highlights
(In millions, except per share data)
Three Months Ended
June
Six Months Ended June
30,
2023
2022
2023
2022
(unaudited)
(unaudited)
Intellectual property operations
$
0.4
$
8.1
$
4.6
$
10.7
Industrial operations
7.5
8.7
18.1
19.5
Total revenues
$
7.9
$
16.7
$
22.7
$
30.2
Operating loss
$
(12.5
)
$
(5.7
)
$
(21.9
)
$
(14.2
)
Unrealized gains (losses) 1
$
6.6
$
(57.6
)
$
10.0
$
(229.9
)
Realized (losses) gains
$
(8.0
)
$
11.5
$
(9.4
)
$
78.4
Non-cash derivative liability (losses)
gains 2
$
(9.9
)
$
(35.1
)
$
6.7
$
(7.0
)
GAAP Net loss
$
(18.8
)
$
(61.5
)
$
(9.3
)
$
(134.8
)
GAAP Diluted loss per share
$
(0.36
)
$
(1.44
)
$
(0.26
)
$
(3.06
)
1 Unrealized gains and (losses) are
related to the change in fair value of equity securities as of the
end of the reported period.
2 The non-cash derivative liability gains
and (losses) are related to the change in fair value of Acacia’s
Series A and B warrants and embedded derivatives.
Martin D. McNulty, Jr. “MJ”, Interim Chief Executive Officer,
stated, “We successfully completed the recapitalization transaction
with Starboard Value LP, which follows on the heels of our
transformation of Acacia by revamping our processes for identifying
and pursuing transactions and establishing the framework to support
acquisitions of both public and private companies. I am confident
that we have the right team and processes in place, along with
incentives to create value. Our pipeline of acquisition targets has
grown and matured, and we are methodically advancing specific
opportunities.”
“We have a number of late-stage targets in our pipeline, and we
are optimistic about our prospects,” continued Mr. McNulty.
“Predicting the specific timing of deals remains impossible, and we
maintain rigor in our processes, but I am confident in the
progress. Additionally, we have successfully enhanced operations at
Printronix.”
Second Quarter 2023 Financial Summary:
- Total revenues were $7.9 million, compared to $16.7 million in
the same quarter last year.
- Printronix generated $7.5 million in revenue during the
quarter, compared to $8.7 million in the same quarter last
year.
- The Intellectual Property business generated $394,000 in
licensing and other revenue during the quarter, compared to $8.1
million in the same quarter last year.
- General and administrative expenses were $9.4 million, compared
to $10.7 million in the same quarter of last year due to the
decrease in personnel costs and compensation costs related to
reduced headcount.
- Operating loss of $12.5 million, compared to an operating loss
of $5.7 million in the same quarter of last year, with the increase
due to lower revenues generated.
- Printronix contributed $513,000 in operating loss which
included $774,000 of non-cash depreciation and amortization
expense.
- GAAP net loss of $18.8 million, or a loss of $0.36 per diluted
share, compared to GAAP net loss of $61.5 million, or $1.44 per
diluted share, in the second quarter of last year.
- Net loss included $8.0 million in realized losses and $6.6
million in unrealized gains related to the increase in share price
of certain holdings.
- The Company recognized non-cash expense of $9.9 million related
to the change in fair value of the Starboard Series B warrants and
embedded derivative liabilities in the Series A Preferred Stock.
The change in fair value was primarily due to the increase in stock
price.
- The second quarter included $2.4 million in non-recurring
charges related to severance, legal and other professional fees
associated with the separation from our former CEO, and other
non-recurring charges.
Life Sciences Portfolio
Acacia has generated $504.3 million in proceeds from sales and
royalties of the Life Sciences Portfolio through June 30, 2023,
which was purchased for an aggregate price of $301.4 million. At
the end of the second quarter, the remaining positions in the Life
Sciences Portfolio represent $67.9 million in book value:
- Acacia continues to hold 33.0 million shares of Arix Bioscience
plc (LSE: ARIX), valued at $42.2 million.
- Acacia holds interests in three private companies, valued at an
aggregate of $25.7 million, net of non-controlling interest,
including a 26% interest in Viamet Pharmaceuticals, Inc., a 18%
interest in AMO Pharma, and a 4% interest in NovaBiotics. Values
are based on cost or equity accounting.
Balance Sheet and Capital Structure
- Cash, cash equivalents and equity investments measured at fair
value totaled $408 million at June 30, 2023 compared to $349.4
million at December 31, 2022. The increase in cash was primarily
due to the completed Rights Offering and concurrent Private Rights
Offering.
- Equity securities without readily determinable fair value
totaled $5.8 million at June 30, 2023, which amount was unchanged
from December 31, 2022.
- Investment securities representing equity method investments
totaled $19.9 million at June 30, 2023 (net of noncontrolling
interests), which amount was unchanged from December 31, 2022.
Acacia owns 64% of MalinJ1, which results in a 26% ownership stake
in Viamet Pharmaceuticals, Inc. for Acacia.
- Total indebtedness, which represents the Senior Secured Notes
issued to Starboard, was $60.5 million at June 30, 2023.
- The Company’s book value totaled $335.4 million, or $5.71 per
share, at June 30, 2023, compared to $269.3 million, or $6.19 per
share, at December 31, 2022. Acacia’s book value reflects the
balance of the warrant and embedded derivative liabilities, which
were subsequently extinguished on July 13, 2023 as part of the
recapitalization transaction. An as adjusted book value analysis
can be found below.
- Assuming the full impact of the recent completed
Recapitalization Transactions with Starboard, as adjusted to give
effect to the transactions as if they had been completed as of June
30, 2023, Acacia’s adjusted book value would decline to $502.2
million, or $5.03 per share.
As Adjusted Book Value and Changes to Derivative
Valuations
At June 30, 2023, book value was $335.4 million and there were
58.8 million shares of common stock outstanding, for a book value
per share of $5.71, compared to $269.3 million, or $6.19 per share
at December 31, 2022. The decrease in book value per share since
December 31, 2022 is due to the $5.25 per share price of shares
issued in the Rights Offering and concurrent private Rights
Offering. Total liabilities for warrants and convertible preferred
stock to be eliminated upon exercise or expiration of all such
warrants and convertible preferred stock were $94.9 million at June
30, 2023.
Book value and book value per share calculations are performed
in accordance with GAAP. The calculation of book value under GAAP
requires the Company to reflect the impact of liabilities
associated with issuances of shares related to the exercise of the
Company’s Series B warrants and conversion of the Company’s Series
A preferred stock. The value of those liabilities varies over time
based on fluctuations in the trading price of the Common Stock. The
previously announced agreement reached with Starboard to streamline
the Company’s capital structure and strengthen its financial
position (the “recapitalization transactions”) eliminated all of
these instruments and the associated liabilities.
Management believes that providing investors with a presentation
of adjusted book value and adjusted book value per share that
reflect the impact of the completion of each component of the
recapitalization transactions (as adjusted to give effect to the
transaction as if they had been completed as of June 30, 2023) may
assist investors in understanding the Company’s financial condition
and capital structure (see below for a description of the material
components of the recapitalization transactions). However, these
adjusted calculations have limitations and should not be considered
in isolation or as a substitute for the actual book value and book
value per share amounts reflected in the Company’s balance sheet at
June 30, 2023. These adjusted calculations have been presented for
informational purposes only and do not purport to project the
future financial position of the Company.
Book value at June 30, 2023 reflects the following:
- $60.0 million in principal amount of Senior Secured Notes
issued to Starboard;
- $35.0 million in face value ($23.2 million in book value) of
Series A preferred stock issued to Starboard; and
- $94.9 million of warrants and embedded derivative liabilities
associated with all preferred stock and warrants held by
Starboard.
In connection with the recently completed recapitalization
transactions with Starboard, which occurred on July 13, 2023:
- In the first quarter of 2023, Starboard purchased 15.0 million
new shares in a private Rights Offering, at $5.25 per share, for
total proceeds of $78.8 million;
- $35.0 million in face value of Series A preferred stock was
eliminated, and 9.6 million shares of common stock were issued in
Q3 2023;
- $60.5 million of liabilities attributable to the Senior Secured
Notes were converted into equity, and Starboard invested an
additional $55.0 million in cash related to the Series B warrant
exercise, and 31.5 million shares of common stock was issued in Q3
2023;
- $94.9 million of total warrant and embedded derivative
liabilities attributable to the Series B warrants and Series A
preferred stock was eliminated in Q3 2023;
- Acacia paid Starboard a total of $66.0 million, representing a
negotiated settlement of the foregone time value of the Series B
warrants and the Series A preferred stock (which amount was paid
through a reduction in the exercise price of the Series B Warrants)
in Q3 2023; and
- Acacia incurred approximately $250,000 in transaction costs
associated with the consummation of the recapitalization
transactions.
The completion of the recapitalization transactions resulted in
an incremental $166.8 million increase in book value, and an
incremental 41.1 million increase in shares outstanding. Adjusted
book value as adjusted to give effect to the transaction as if it
had been completed on June 30, 2023 would be $502.2 million, and
diluted shares outstanding would be 99.9 million, resulting in
adjusted book value per share of $5.03 at June 30, 2023.
See Attachment A which illustrates the sequential impact of each
component of the recapitalization transactions on book value and
book value per share as adjusted to give effect to the transactions
as if they had been completed on June 30, 2023.
In previous quarterly reports, prior to the approval of the
recapitalization transactions, Acacia had presented a similar
adjusted book value per share calculation assuming the exercise of
all outstanding Series A and Series B warrants, as well as the
conversion of the Series A preferred stock. This resulted in a
reported adjusted book value per share of $5.10 at March 31, 2023,
$5.18 at December 31, 2022, $5.22 at September 30, 2022, $5.87 at
June 30, 2022, $5.91 at March 31, 2022 and $6.51 at December 31,
2021. The $5.25 per share cash exercise feature of 68.5 million
Series B warrants expired on October 28, 2022 and 5.0 million $3.65
per share Series A warrants were exercised on November 1, 2022.
Investor Conference Call
The Company will host a conference call today, August 3, 2023 at
4:30 p.m. Eastern Time (1:30 p.m. Pacific Time).
To access the live call, please dial 888-506-0062 (U.S. and
Canada) or 973-528-0011 (international) and if requested, reference
conference ID 435061. The conference call will also be
simultaneously webcasted on the investor relations section of the
Company’s website at http://www.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 the Company
Acacia is an opportunistic capital platform with a strategy to
purchase businesses based on the differentials between public and
private market valuations. Acacia leverages its (i) disciplined
focus on identifying opportunities where it 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, (ii) willingness to
invest across industries and in off-the-run, often misunderstood
assets that suffer from a complexity or multi-factor discount,
(iii) relationships and partnership abilities across functions and
sectors, and (iv) strong expertise in corporate governance and
operational transformation. Acacia seeks to identify opportunities
where it believes it is an advantaged buyer, where it can avoid
structured sale processes and create the opportunity to purchase
businesses, divisions and/or assets of companies at an attractive
price due to Acacia’s unique capabilities, relationships or
expertise, or Acacia believes the target would be worth more to it
than to other buyers. Acacia operates its businesses based on three
key principles of people, process and performance and has built a
management team with demonstrated expertise in research,
transactions and execution, and operations and management.
Additional information about Acacia and its subsidiaries is
available at www.acaciaresearch.com.
Safe Harbor Statement
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 the
Company’s current expectations and speak only as of the date
hereof. This news release attempts to identify forward-looking
statements by using words such as “anticipate,” “believe,” “could,”
“expect,” “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. The
Company’s 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 Company’s ability
to successfully implement its strategic plan, changes to our
relationship and arrangements with Starboard Value LP, 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, the decrease in demand for Printronix' products,
general economic conditions, and the success of the Company’s
investments. The Company’s Annual Report on Form 10-K, and other
SEC filings discuss these and other important risks and
uncertainties that may affect the Company’s 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 by the Company in prior periods are not
necessarily indicative of the results to be achieved by us in any
subsequent periods. It is currently anticipated that the Company’s
financial results will vary, and may vary significantly, from
quarter to quarter.
ACACIA RESEARCH
CORPORATION
CONDENSED CONSOLIDATED BALANCE
SHEETS
(In thousands, except share
and per share data)
June 30, 2023
December 31, 2022
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
355,188
$
287,786
Equity securities
52,853
61,608
Equity securities without readily
determinable fair value
5,816
5,816
Equity method investments
30,934
30,934
Accounts receivable, net
6,267
8,231
Inventories
14,006
14,222
Prepaid expenses and other current
assets
20,728
19,388
Total current assets
485,792
427,985
Property, plant and equipment, net
2,950
3,537
Goodwill
7,541
7,541
Other intangible assets, net
30,590
36,658
Leased right-of-use assets
910
2,005
Other non-current assets
6,925
5,202
Total assets
$
534,708
$
482,928
LIABILITIES, REDEEMABLE
CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
5,789
$
6,036
Accrued expenses and other current
liabilities
4,461
14,058
Accrued compensation
5,505
4,737
Royalties and contingent legal fees
payable
579
699
Deferred revenue
1,022
1,229
Senior secured notes payable
60,450
60,450
Total current liabilities
77,806
87,209
Deferred revenue, net of current
portion
535
568
Series A embedded derivative
liabilities
12,881
16,835
Series B warrant liabilities
82,018
84,780
Long-term lease liabilities
898
1,873
Deferred income tax liabilities, net
125
742
Other long-term liabilities
1,858
1,675
Total liabilities
176,121
193,682
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 June 30,
2023 and December 31, 2022; aggregate liquidation preference of
$35,000 as of June 30, 2023 and December 31, 2022
23,154
19,924
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; 58,754,795 and 43,484,867 shares
issued and outstanding as of June 30, 2023 and December 31, 2022,
respectively
58
43
Treasury stock, at cost, 16,183,703 shares
as of June 30, 2023 and December 31, 2022
(98,258
)
(98,258
)
Additional paid-in capital
738,712
663,284
Accumulated deficit
(316,121
)
(306,789
)
Total Acacia Research Corporation
stockholders' equity
324,391
258,280
Noncontrolling interests
11,042
11,042
Total stockholders' equity
335,433
269,322
Total liabilities, redeemable convertible
preferred stock, and stockholders' equity
$
534,708
$
482,928
ACACIA RESEARCH
CORPORATION
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share
and per share data)
Three Months Ended June
30,
Six Months Ended June
30,
2023
2022
2023
2022
Revenues:
Intellectual property operations
$
394
$
8,062
$
4,570
$
10,677
Industrial operations
7,510
8,655
18,137
19,547
Total revenues
7,904
16,717
22,707
30,224
Costs and expenses:
Cost of revenues - intellectual property
operations
5,010
4,634
9,748
9,198
Cost of sales - industrial operations
3,933
4,592
9,153
8,784
Engineering and development expenses -
industrial operations
205
145
421
335
Sales and marketing expenses - industrial
operations
1,859
2,294
3,772
4,310
General and administrative expenses
9,426
10,722
21,466
21,775
Total costs and expenses
20,433
22,387
44,560
44,402
Operating loss
(12,529
)
(5,670
)
(21,853
)
(14,178
)
Other (expense) income:
Equity securities investments:
Change in fair value of equity
securities
6,617
(57,647
)
9,960
(229,850
)
(Loss) gain on sale of equity
securities
(7,999
)
11,498
(9,360
)
78,374
Earnings on equity investment in joint
venture
—
42,085
—
42,085
Net realized and unrealized (loss)
gain
(1,382
)
(4,064
)
600
(109,391
)
Change in fair value of the Series A and B
warrants and embedded derivatives
(9,935
)
(35,146
)
6,716
(7,048
)
Gain (loss) on foreign currency
exchange
15
(1,814
)
95
(2,627
)
Interest expense on Senior Secured
Notes
(900
)
(1,859
)
(1,800
)
(4,460
)
Interest income and other, net
4,307
863
7,748
1,870
Total other (expense) income
(7,895
)
(42,020
)
13,359
(121,656
)
Loss before income taxes
(20,424
)
(47,690
)
(8,494
)
(135,834
)
Income tax benefit (expense)
1,645
200
(838
)
15,078
Net loss including noncontrolling
interests in subsidiaries
(18,779
)
(47,490
)
(9,332
)
(120,756
)
Net income attributable to noncontrolling
interests in subsidiaries
—
(14,013
)
—
(14,013
)
Net loss attributable to Acacia Research
Corporation
$
(18,779
)
$
(61,503
)
$
(9,332
)
$
(134,769
)
Loss per share:
Net loss attributable to common
stockholders - Basic
$
(21,155
)
$
(63,443
)
$
(13,962
)
$
(138,560
)
Weighted average number of shares
outstanding - Basic
58,408,711
43,988,677
53,219,152
45,259,435
Basic net loss per common share
$
(0.36
)
$
(1.44
)
$
(0.26
)
$
(3.06
)
Net loss attributable to common
stockholders - Diluted
$
(21,155
)
$
(63,443
)
$
(13,962
)
$
(138,560
)
Weighted average number of shares
outstanding - Diluted
58,408,711
43,988,677
53,219,152
45,259,435
Diluted net loss per common share
$
(0.36
)
$
(1.44
)
$
(0.26
)
$
(3.06
)
Attachment A
The following table illustrates the sequential impact of each
component of the recapitalization transactions on book value as of
June 30, 2023 on an as adjusted basis to give effect to each such
component of the recapitalization as if it had been completed as of
June 30, 2023:
As Adjusted Book Value at
6/30/2023
Series A Preferred Conversion
Series B Warrant Transactions
$ Millions
Basic
Series A Preferred
Converted
Remove Liability
6/30/2023 As Adjusted
Senior Secured Notes
Converted
Series B Warrants
Exercised
Series B Payment*
Transaction Fees
Remove Liability
6/30/2023 As Adjusted
Cash and cash equivalents
355.2
355.2
(0.5
)
55.0
(66.0
)
(0.3
)
343.4
Equity securities at fair value
52.9
52.9
52.9
Equity securities without readily
determinable fair value
5.8
5.8
5.8
Investment securities - equity method
investments
30.9
30.9
30.9
Other assets
89.9
89.9
89.9
Total assets
534.7
—
—
534.7
(0.5
)
55.0
(66.0
)
(0.3
)
—
523.0
Notes payable
(60.5
)
(60.5
)
60.5
—
Warrant and derivative liabilities
(94.9
)
12.9
(82.0
)
82.0
—
Other liabilities
(20.8
)
(20.8
)
(20.8
)
Total liabilities
(176.1
)
—
12.9
(163.2
)
60.5
—
—
—
82.0
(20.8
)
Preferred stock
(23.2
)
23.2
—
$
—
Total liabilities and preferred stock
(199.3
)
23.2
12.9
(163.2
)
$
60.5
$
—
$
—
$
—
$
82.0
$
(20.8
)
Book value - stockholders equity
335.4
23.2
12.9
371.5
60.0
55.0
(66.0
)
(0.3
)
82.0
502.2
Shares outstanding - basic
58.8
9.6
—
68.3
16.4
15.1
—
—
—
99.9
Book value per share
5.03
KPIs:
Cash and cash equivalents
355.2
355.2
343.4
Cash and equity securities at fair
value
408.0
408.0
396.3
Cash and equity securities at fair
value / share
3.97
*Note: This amount reflects the $66.0
million payment the Company subsequently made to Starboard in
consideration for the early exercise of the Series B warrants, and
convertible preferred stock.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230803203856/en/
Investor Contact: FNK IR Rob Fink, 646-809-4048
rob@fnkir.com
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