Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Entity Information [Line Items] | |||
Entity Registrant Name | ACACIA RESEARCH CORP | ||
Entity Central Index Key | 934,549 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 50,637,882 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 202,307,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 136,604 | $ 127,540 |
Restricted cash | 0 | 11,512 |
Short-term investments | 0 | 19,443 |
Accounts receivable | 153 | 26,750 |
Prepaid expenses and other current assets | 2,938 | 3,245 |
Total current assets | 139,695 | 188,490 |
Investments at fair value | 104,754 | 0 |
Equity Method Investments | 2,195 | 0 |
Loan receivable and accrued interest | 0 | 18,616 |
Investment warrants | 0 | 1,960 |
Patents, net of accumulated amortization | 61,917 | 86,319 |
Other assets | 207 | 618 |
Total assets | 308,768 | 296,003 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,956 | 14,283 |
Royalties and contingent legal fees payable | 1,601 | 13,908 |
Total current liabilities | 9,557 | 28,191 |
Other liabilities | 3,552 | 369 |
Total liabilities | 13,109 | 28,560 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 50,639,926 shares issued and outstanding as of December 31, 2017 and 50,476,042 shares issued and outstanding as of December 31, 2016 | 51 | 50 |
Treasury stock, at cost, 1,729,408 shares as of December 31, 2017 and 2016 | (34,640) | (34,640) |
Additional paid-in capital | 648,996 | 642,453 |
Accumulated comprehensive loss | (88) | (76) |
Accumulated deficit | (320,018) | (342,198) |
Total Acacia Research Corporation stockholders’ equity | 294,301 | 265,589 |
Noncontrolling interests in operating subsidiaries | 1,358 | 1,854 |
Total stockholders’ equity | 295,659 | 267,443 |
Total liabilities and stockholders' equity | $ 308,768 | $ 296,003 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,639,926 | 50,476,042 |
Common stock, shares outstanding | 50,639,926 | 50,476,042 |
Treasury stock, shares | 1,729,408 | 1,729,408 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 65,402 | $ 152,699 | $ 125,037 |
Cost of revenues: | |||
Inventor royalties | 4,952 | 22,730 | 18,462 |
Contingent legal fees | 16,682 | 26,474 | 16,169 |
Litigation and licensing expenses - patents | 18,219 | 27,858 | 39,373 |
Amortization of patents | 22,154 | 34,208 | 53,067 |
General and administrative expenses (including non-cash stock compensation expense of $8,885 in 2017, $9,062 in 2016 and $11,048 in 2015) | 26,030 | 32,919 | 38,176 |
Other expenses - business development | 1,189 | 3,079 | 3,391 |
Impairment of Patent-Related Intangible Assets | 2,248 | 42,340 | 74,731 |
Impairment of Goodwill | 0 | 0 | 30,149 |
Other | 1,200 | 500 | 4,141 |
Total operating costs and expenses | 92,674 | 190,108 | 277,659 |
Operating loss | (27,272) | (37,409) | (152,622) |
Gain on Conversion of Loan and Accrued Interest | 2,671 | 0 | 0 |
Gain on exercise of Primary Warrant | 4,616 | 0 | 0 |
Change in fair value of investment | 42,239 | 0 | 0 |
Income (Loss) from Equity Method Investments | (220) | 0 | 0 |
Other Income | 1,000 | 0 | 0 |
Investment Income, Interest | 1,605 | 798 | (56) |
Total other income (expense) | 51,911 | 798 | (56) |
Income (loss) from operations before provision for income taxes | 24,639 | (36,611) | (152,678) |
Provision for income taxes | (2,955) | (18,188) | (4,800) |
Net income (loss) including noncontrolling interests in subsidiaries | 21,684 | (54,799) | (157,478) |
Net (income) loss attributable to noncontrolling interests in subsidiaries | 496 | 732 | (2,558) |
Net income (loss) attributable to Acacia Research Corporation | 22,180 | (54,067) | (160,036) |
Net Loss Available to Common Stockholders, Basic and Diluted | $ 22,147 | $ (54,067) | $ (160,730) |
Earnings Per Share, Basic and Diluted | $ 0.44 | $ (1.08) | $ (3.25) |
Weighted Average Number of Shares Outstanding, Basic | 50,495,119 | 50,075,847 | 49,505,817 |
Weighted Average Number of Shares Outstanding, Diluted | 50,692,012 | 50,075,847 | 49,505,817 |
Common Stock, Dividends, Per Share, Cash Paid | $ 0 | $ 0 | $ 0.500 |
Consolidated Statements of Ope5
Consolidated Statements of Operations Parentheticals - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Non-cash stock compensation | $ 8,885 | $ 9,062 | $ 11,048 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) including noncontrolling interests in operating subsidiaries | $ 21,684 | $ (54,799) | $ (157,478) |
Other comprehensive income (loss): | |||
Unrealized loss on short-term investments | (40) | 40 | (356) |
Unrealized gain on foreign currency translation | 58 | 77 | (123) |
Add: reclassification adjustment for losses included in net income | (30) | 22 | 617 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 21,672 | (54,660) | (157,340) |
Net (income) loss attributable to noncontrolling interests in subsidiaries | (496) | (732) | 2,558 |
Comprehensive income | $ 22,168 | $ (53,928) | $ (159,898) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] |
Balance at Dec. 31, 2014 | $ 489,048 | $ 50 | $ (34,640) | $ 646,595 | $ (353) | $ (128,095) | $ 5,491 |
Common stock, shares outstanding at Dec. 31, 2014 | 50,065,382 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) attributable to Acacia Research Corporation | (160,036) | (160,036) | |||||
Payments of Dividends | (25,434) | (25,434) | |||||
Stock options exercised, shares | 135,000 | ||||||
Proceeds from Stock Options Exercised | 938 | ||||||
Stock options exercised, value | 938 | 938 | |||||
Stock issued during period, shares, share-based compensation, net of forfeitures | 450,857 | ||||||
Non-cash stock compensation | 11,048 | $ 1 | 11,047 | ||||
Net (income) loss attributable to noncontrolling interests in subsidiaries | 2,558 | 2,558 | |||||
Payments to Noncontrolling Interests | 4,105 | ||||||
Foreign Currency Transaction Gain (Loss), Unrealized | (123) | (123) | |||||
Unrealized Gain (Loss) on Investments | 261 | 261 | |||||
Distributions to noncontrolling interests in operating subsidiary | (4,105) | (4,105) | |||||
Payments for Repurchase of Common Stock | 0 | ||||||
Balance at Dec. 31, 2015 | 314,155 | $ 51 | (34,640) | 633,146 | (215) | (288,131) | 3,944 |
Common stock, shares outstanding at Dec. 31, 2015 | 50,651,239 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) attributable to Acacia Research Corporation | (54,067) | (54,067) | |||||
Payments of Dividends | $ 0 | ||||||
Stock Repurchased During Period, Shares | (13,529) | ||||||
Stock options exercised, shares | 100,992 | ||||||
Proceeds from Stock Options Exercised | $ 326 | ||||||
Stock options exercised, value | 326 | ||||||
Stock issued during period, shares, share-based compensation, net of forfeitures | (262,660) | ||||||
Non-cash stock compensation | 9,062 | $ (1) | 9,063 | ||||
Net (income) loss attributable to noncontrolling interests in subsidiaries | (732) | (732) | |||||
Payments to Noncontrolling Interests | 1,358 | (1,358) | |||||
Foreign Currency Transaction Gain (Loss), Unrealized | 99 | ||||||
Unrealized Gain (Loss) on Investments | 40 | ||||||
Distributions to noncontrolling interests in operating subsidiary | (1,358) | ||||||
Payments for Repurchase of Common Stock | (82) | ||||||
Balance at Dec. 31, 2016 | $ 267,443 | $ 50 | (34,640) | 642,453 | (76) | (342,198) | 1,854 |
Common stock, shares outstanding at Dec. 31, 2016 | 50,476,042 | 50,476,042 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) attributable to Acacia Research Corporation | $ 22,180 | 22,180 | |||||
Payments of Dividends | $ 0 | ||||||
Stock Repurchased During Period, Shares | (8,669) | ||||||
Stock options exercised, shares | 208,000 | 207,863 | |||||
Proceeds from Stock Options Exercised | $ 745 | $ 1 | 744 | ||||
Stock options exercised, value | 745 | ||||||
Stock issued during period, shares, share-based compensation, net of forfeitures | (35,310) | ||||||
Non-cash stock compensation | 8,885 | $ 0 | |||||
General and administrative expenses excluding share-based compensation | 5,844 | ||||||
Net (income) loss attributable to noncontrolling interests in subsidiaries | (496) | (496) | |||||
Payments to Noncontrolling Interests | 0 | ||||||
Foreign Currency Transaction Gain (Loss), Unrealized | 28 | ||||||
Unrealized Gain (Loss) on Investments | (40) | ||||||
Payments for Repurchase of Common Stock | (45) | ||||||
Balance at Dec. 31, 2017 | $ 295,659 | $ 51 | $ (34,640) | $ 648,996 | $ (88) | $ (320,018) | $ 1,358 |
Common stock, shares outstanding at Dec. 31, 2017 | 50,639,926 | 50,639,926 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) including noncontrolling interests in operating subsidiaries | $ 21,684,000 | $ (54,799,000) | $ (157,478,000) |
Adjustments to reconcile net income (loss) including noncontrolling interests in operating subsidiaries to net cash provided by (used in) operating activities: | |||
Gain on Conversion of Loan and Accrued Interest | (2,671,000) | 0 | 0 |
Gain on exercise of Primary Warrant | (4,616,000) | 0 | 0 |
Change in fair value of investment | (42,239,000) | 0 | 0 |
Depreciation and amortization | 22,243,000 | 34,355,000 | 53,289,000 |
Non-cash stock compensation | 8,885,000 | 9,062,000 | 11,048,000 |
Impairment of Patent-Related Intangible Assets | 2,248,000 | 42,340,000 | 74,731,000 |
Impairment of Goodwill | 0 | 0 | 30,149,000 |
Other | (374,000) | (477,000) | (109,000) |
Changes in assets and liabilities: | |||
Increase (Decrease) in Restricted Cash | 11,512,000 | (787,000) | (10,725,000) |
Accounts receivable | 26,597,000 | 6,750,000 | (13,332,000) |
Prepaid expenses and other assets | (135,000) | 1,593,000 | (619,000) |
Accounts payable and accrued expenses / costs | (6,349,000) | (3,006,000) | 2,570,000 |
Royalties and contingent legal fees payable | (12,307,000) | (970,000) | 527,000 |
Net cash provided by (used in) operating activities | 24,478,000 | 34,061,000 | (9,949,000) |
Cash flows from investing activities: | |||
Payments to Acquire Other Investments | (31,514,000) | 0 | 0 |
Payments to Acquire Notes Receivable | (4,000,000) | (20,000,000) | 0 |
Purchase of property and equipment | (2,000) | (4,000) | (8,000) |
Purchase of available-for-sale investments | (448,388,000) | (62,633,000) | (23,296,000) |
Sale of available-for-sale investments | 43,232,000 | 82,115,000 | |
Proceeds from Sale and Maturity of Marketable Securities | 43,232,000 | 82,115,000 | |
Patent acquisition costs | 0 | (1,225,000) | (19,504,000) |
Net cash provided by (used in) investing activities | (16,114,000) | (40,630,000) | 39,307,000 |
Cash flows from financing activities: | |||
Payments of Dividends | 0 | 0 | (25,434,000) |
Distributions to noncontrolling interests in operating subsidiary | 0 | (1,358,000) | (4,105,000) |
Proceeds from the exercise of stock options | 745,000 | 326,000 | 938,000 |
Repurchases of common stock | (45,000) | (82,000) | 0 |
Net cash provided by (used in) financing activities | 700,000 | (1,114,000) | (28,601,000) |
Increase in cash and cash equivalents | 9,064,000 | (7,683,000) | 757,000 |
Cash and cash equivalents, beginning | 127,540,000 | 135,223,000 | 134,466,000 |
Cash and cash equivalents, ending | 136,604,000 | 127,540,000 | 135,223,000 |
Patent acquisition costs included in accrued expenses | $ 0 | $ 0 | $ 1,000,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
DESCRIPTION OF BUSINESS [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Description of Business. As used herein, “Acacia” and the “Company” refer to Acacia Research Corporation and/or its wholly and majority-owned and controlled operating subsidiaries, and/or where applicable, its management. Acacia’s operating subsidiaries invest in, license and enforce patented technologies. Acacia’s operating subsidiaries partner with inventors and patent owners, applying their legal and technology expertise to patent assets to unlock the financial value in their patented inventions. Acacia also identifies opportunities to partner with high-growth and potentially disruptive technology companies. These partnerships usually involve an equity or debt investment by Acacia, along with entering into IP related agreements where Acacia provides IP and other patent related services to these companies. Acacia leverages its experience, expertise, data and relationships developed as a leader in the intellectual property (“IP”) industry to pursue these opportunities. In some cases, these opportunities will complement, and/or supplement Acacia’s primary licensing and enforcement business. Acacia’s operating subsidiaries generate revenues and related cash flows from the granting of intellectual property rights for the use of patented technologies that its operating subsidiaries control or own. Acacia’s operating subsidiaries assist patent owners with the prosecution and development of their patent portfolios, the protection of their patented inventions from unauthorized use, the generation of licensing revenue from users of their patented technologies and, where necessary, with the enforcement against unauthorized users of their patented technologies through the filing of patent infringement litigation. Acacia’s operating subsidiaries are principals in the licensing and enforcement effort, obtaining control of the rights in the patent portfolio, or control of the patent portfolio outright. Acacia’s 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 wide variety of industries. Neither Acacia nor its operating subsidiaries invent new technologies or products; rather, Acacia depends upon the identification and investment in new patents, inventions and companies that own intellectual property through its relationships with inventors, universities, research institutions, technology companies and others. If Acacia’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 fiscal year 2017 Acacia obtained control of one new patent portfolio. In fiscal year 2016, Acacia obtained control of two new patent portfolios, compared to three new patent portfolios, and six new patent portfolios in fiscal years 2015 and 2014, respectively. Acacia was incorporated on January 25, 1993 under the laws of the State of California. In December 1999, Acacia changed its state of incorporation from California to Delaware. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles and Fiscal Year End. 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 accompanying consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. Material 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 accompanying consolidated statements of stockholders’ equity for total noncontrolling interests. A wholly owned subsidiary of Acacia is the general partner of the Acacia Intellectual Property Fund, L.P. (the “Acacia IP Fund”), which was formed in August 2010. The Acacia IP Fund is included in the Company’s consolidated financial statements since 2010, as Acacia’s wholly owned subsidiary, as the general partner, has the ability to control the operations and activities of the Acacia IP Fund. Revenue Recognition. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectibility of amounts is reasonably assured. In general, revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by Acacia’s operating subsidiaries. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by Acacia’s operating subsidiaries, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, Acacia’s operating subsidiaries have no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on Acacia’s operating subsidiaries’ part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectibility is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. For the periods presented herein, the majority of the revenue agreements executed by the Company provided for the payment of one-time, paid-up license fees in consideration for the grant of certain intellectual property rights for patented technology owned by Acacia’s operating subsidiaries. These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. Certain of the Company’s revenue arrangements provide for future royalties or additional required payments based on future licensee activities. Additional royalties are recognized in revenue upon resolution of the related contingency provided that all revenue recognition criteria, as described above, have been met. Amounts of additional royalties due under these license agreements, if any, cannot be reasonably estimated by management. Certain of the Company’s revenue arrangements provide for the calculation of fees based on a licensee’s actual quarterly sales or actual per unit activity, applied to a contractual royalty rate. Licensees that pay fees on a quarterly basis generally report actual quarterly sales or actual per unit activity information and related quarterly fees due within 30 days to 45 days after the end of the quarter in which such sales or activity takes place. The amount of fees due under these revenue arrangements each quarter cannot be reasonably estimated by management. Consequently, Acacia’s operating subsidiaries recognize revenue from these revenue arrangements on a three -month lag basis, in the quarter following the quarter of sales or per unit activity, provided amounts are fixed or determinable and collectibility is reasonably assured. The lag method described above allows for the receipt of licensee royalty reports prior to the recognition of revenue. Amounts related to revenue arrangements that do not meet the revenue recognition criteria described above are deferred until the revenue recognition criteria are met. Acacia assesses the collectibility of fees receivable based on a number of factors, including past transaction history and credit-worthiness of licensees. If it is determined that collection is not reasonably assured, the fee is recognized when collectibility becomes reasonably assured, assuming all other revenue recognition criteria have been met, which is generally upon receipt of cash. Cost of Revenues . Cost of revenues include the costs and expenses incurred in connection with Acacia’s patent licensing and enforcement activities, including inventor royalties paid to original patent owners, contingent legal fees paid to external patent counsel, other patent-related legal expenses paid to external patent counsel, licensing and enforcement related research, consulting and other expenses paid to third-parties and the amortization of patent-related investment costs. These costs are included under the caption “Cost of revenues” in the accompanying consolidated statements of operations. Inventor Royalties and Contingent Legal Expenses. Inventor royalties are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In certain instances, pursuant to the terms of the underlying inventor agreements, upfront advances paid to patent owners by Acacia’s operating subsidiaries are recoverable from future net revenues. Patent costs that are recoverable from future net revenues are amortized over the estimated economic useful life of the related patents, or as the prepaid royalties are earned by the inventor, as appropriate, and the related expense is included in amortization expense in the consolidated statements of operations. Any unamortized upfront advances recovered from net revenues are expensed in the period recovered, and included in amortization expense in the consolidated statements of operations. Contingent legal fees are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid; however, Acacia’s operating subsidiaries may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. 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 : Significant unobservable inputs, including the entity’s own assumptions in determining the fair value of investments. Whenever possible, the Company is required to use observable market inputs (Level 1 - quoted market prices) 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. At December 31, 2017 , all of the Company’s investments recorded at fair value were valued utilizing Level 3 - unobservable inputs. In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. Financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Assets as of December 31, 2017: Investment at fair value (Note 7) (1) $ — $ — $ 104,754 Assets as of December 31, 2016: Short-term investments (1) $ 19,443 $ — $ — ____________________ (1) There were no transfers between fair value hierarchy categories for the period presented. A reconciliation of the activity for fair value measurements categorized within Level 3 for the year ended December 31, 2017 is as follows (in thousands): Investment at Fair Value Common Stock Warrants Total Opening balance as of January 1, 2017 $ — $ — $ — Total gains and losses included in earnings for the period (1) Gain on conversion of loans and accrued interest 2,671 — 2,671 Gain on exercise of Primary Warrant — 4,616 4,616 Change in fair value of investment, net 33,922 8,317 42,239 Purchases, issues, sales and settlements Purchases and issues (2) 54,202 1,026 55,228 Total recurring fair value measurements (1) $ 90,795 $ 13,959 $ 104,754 ____________________ (1) All gains and losses included in earnings for the period presented relate to assets and liabilities held as of December 31, 2017. (2) Refer to Note 7 for information regarding purchase and issues activity for the years ended December 31, 2017 and 2016. Cash and Cash Equivalents . Acacia considers all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. For the periods presented, Acacia’s cash equivalents are comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily includes: domestic commercial paper, securities issued or guaranteed by the U.S. government or its agencies, U.S. bank obligations, and fully collateralized repurchase agreements. Acacia’s cash equivalents are measured at fair value using quoted prices that represent Level 1 inputs. Short-term Investments. Investments in securities with original maturities of greater than three months and less than one year and other investments representing amounts that are available for current operations are classified as short-term investments, unless there are indications that such investments may not be readily sold in the short-term. The fair values of these investments approximate their carrying values. For the applicable periods presented, all of Acacia’s short-term investments were classified as available-for-sale, which are reported at fair value on a recurring basis using significant observable inputs (Level 1), with related unrealized gains and losses in the value of such securities recorded as a separate component of other comprehensive income (loss) in stockholders’ equity until realized. Realized gains and losses are recorded in the statements of operations in other income (expense). Realized and unrealized gains and losses are recorded based on the specific identification method. Interest is included in other income (expense). Impairment of Short-term Investments. Acacia evaluates its investments in marketable securities for potential impairment, employing a methodology on a quarterly basis that considers available quantitative and qualitative evidence. If the cost or carrying value of an investment exceeds its estimated fair value, the Company evaluates, among other factors, general market conditions, credit quality of instrument issuers, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold, or plans or ability to sell. Fair value is estimated based on publicly available market information or other estimates determined by management. Investments are considered to be impaired when a decline in fair value is estimated to be other-than-temporary. Acacia reviews impairments associated with its investments in marketable securities and determines the classification of any impairment as temporary or other-than-temporary. An impairment is deemed other-than-temporary unless (a) Acacia has the ability and intent to hold an investment for a period of time sufficient for recovery of its carrying amount and (b) positive evidence indicating that the investment’s carrying amount is recoverable within a reasonable period of time outweighs any evidence to the contrary. All available evidence, both positive and negative, is considered to determine whether, based on the weight of such evidence, the carrying amount of the investment is recoverable within a reasonable period of time. For investments classified as available-for-sale, unrealized losses that are other-than-temporary are recognized in the consolidated statements of operations. Concentration of Credit Risks. Financial instruments that potentially subject Acacia to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable. Acacia places its cash equivalents and short-term investments primarily in highly rated money market funds and investment grade marketable securities. Cash and cash equivalents are also invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. Acacia has not experienced any significant losses on its deposits of cash and cash equivalents. Three licensees individually accounted for 54% , 21% and 10% , respectively, of revenues recognized during the year ended December 31, 2017 . Three licensees individually accounted for 26% , 23% and 11% , respectively, of revenues recognized during the year ended December 31, 2016 . Three licensees individually accounted for 24% , 20% and 16% , respectively, of revenues recognized during the year ended December 31, 2015 . One licensee individually represented 100% of accounts receivable at December 31, 2017 . Four licensees individually represented approximately 39% , 22% , 16% and 15% , respectively, of accounts receivable at December 31, 2016 . For 2017, 2016 and 2015 , 39% , 79% and 49% , respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions, based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable revenue arrangement. The Company does not have any material foreign operations. Acacia 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 doubtful accounts 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 sheet and a charge to operating expenses in the statements of operations for the applicable period. The allowance is determined based on known troubled accounts, historical experience, and other currently available evidence. There was no allowance for doubtful accounts established for the periods presented. Fair Value of Financial Instruments. The carrying value of cash and cash equivalents, accounts receivables, and current liabilities approximates their fair values due to their short-term maturities. Property and Equipment. Property and equipment are recorded at cost. Major additions and improvements that materially extend useful lives of property and equipment are capitalized. Maintenance and repairs are charged against the results of operations as incurred. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets: Furniture and fixtures 3 to 5 years Computer hardware and software 3 to 5 years Leasehold improvements 2 to 5 years (Lesser of lease term or useful life of improvement) Rental payments on operating leases are charged to expense in the consolidated statements of operations on a straight-line basis over the lease term. Patents. Patents include the cost of patents or patent rights (hereinafter, collectively “patents”) acquired from third-parties or obtained in connection with business combinations. Patent costs are amortized utilizing the straight-line method over their remaining economic useful lives, ranging from one to six years. Investments at Fair Value . On an individual investment basis, Acacia may elect to account for investments in companies where the Company has the ability to exercise significant influence over operating and financial policies of the investee, at fair value. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method of accounting, it is applied to all of the financial interests in the same entity that are eligible items (i.e. common stock and warrants). Equity Method Investments . Equity investments without readily determinable fair values in companies over which the Company has the ability to exercise significant influence, are accounted for using the equity method of accounting, and classified within “Equity Method Investments” in the consolidated balance sheet. Acacia includes its proportionate share of earnings and/or losses of its equity method investees in equity in earnings (losses) of investee in the consolidated statements of operations. Impairment of Investments. Acacia reviews its equity method 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. Impairment of Long-lived Assets. Acacia reviews long-lived assets and intangible assets for potential impairment annually (quarterly for patents) 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 equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. Refer to Note 5 for additional information. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over the 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. Contingent Liabilities. The Company, from time to time, is involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided. Certain of Acacia’s operating subsidiaries are often required to engage in litigation to enforce their patents and patent rights. In connection with any of Acacia’s operating subsidiaries’ patent enforcement actions, it is possible that a defendant may request and/or a court may rule that an operating subsidiary has violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against Acacia or its operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material, and if required to be paid by Acacia or its operating subsidiaries, could materially harm the Company’s operating results and financial position. Stock-Based Compensation. The compensation cost for all 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 generally two to four years. The fair value of restricted stock and restricted stock unit awards is 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. Stock-based compensation expense for awards with service and/or performance conditions that affect vesting is recorded only for those awards expected to vest using an estimated forfeiture rate. The FASB issued a new standard, effective January 1, 2017, that allows entities to make a policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. Effective January 1, 2017, the Company elected to account for forfeitures of awards as they occur. The prior standard required the Company to estimate the number of awards for which the requisite service period is expected to be rendered and base the accruals of compensation cost on the estimated number of awards that will vest. The fair values of stock options granted during the periods presented were estimated using the Black-Scholes option-pricing model, based on the following weighted-average assumptions: For the Years Ended December 31, 2017 December 31, 2016 Risk-free interest rate 1.77% 1.1% Term 4.37 3.06 Volatility 51% 53% Dividend yield —% —% Due to a lack of sufficient historical stock option exercise experience, the Company utilized the simplified method for estimating the expected term for stock options granted during the periods presented. Expected volatility is based on the historical volatility of the Company’s stock for the length of time corresponding to the expected term of the option. The risk-free interest rate is based on the U.S. treasury yield curve on the grant date for the expected term of the option. Restricted stock awards and stock option awards with performance-based vesting conditions generally vest based upon the Company achieving specified cash flow performance targets over a one and two-year period from the date of grant. Performance-based stock options awards with market-based vesting conditions vest based upon the Company achieving specified stock price targets over a four-year period. The effect of a market condition is reflected in the estimate of the grant-date fair value of the options utilizing a Monte Carlo valuation technique. Compensation cost is recognized for an option with a market-based vesting condition provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. The service period for options with a market-based vesting condition is inferred from the application of the Monte Carlo valuation technique. The derived service period represents the duration of the median of the distribution of share price paths on which the market condition is satisfied. The duration is the period of time from the service inception date to the expected date of satisfaction, as determined from the valuation technique. Assumptions utilized in connection with the Monte Carlo valuation technique included: estimated risk-free interest rate; expected volatility; and expected dividend yield. The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was determined using historical volatility. The expected dividend yield was based on expectations regarding dividend payments. Profits Interest Units (“Units”) are accounted for in accordance with Accounting Standards Codification (“ASC”) 718-10, “Compensation - Stock Compensation.” The Units vest as described at Note 10 , and therefore, the vesting conditions do not meet the definition of service, market or performance conditions, as defined in ASC 718. As such, the Units are classified as liability awards. Liability classified awards are measured at fair value on the grant date and re-measured each reporting period at fair value until the award is settled. Compensation expense is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered. Initially, compensation expense was recognized on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which was five years. Upon full vesting of the award, which occurred during the three months ended September 30, 2017, previously unrecognized compensation expense was immediately recognized in the period, and will continue to be fully recognized for any changes in fair value, until the Units are settled. Non-cash stock compensation expense related to the Units is reflected in general and administrative expense in the accompanying consolidated statements of operations. Income Taxes. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in Acacia’s consolidated financial statements or consolidated income tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized, or if it is determined that there is uncertainty regarding future realization of such assets. Under U.S. generally accepted accounting principles, 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. Segment Reporting. Acacia uses the management approach, which designates the internal organization that is used by management for making operating decisions and assessing performance as the basis of Acacia’s reportable segments. Acacia’s patent licensing and enforcement business constitutes its single reportable segment. Use of Estimates . The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Acacia believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, the valuation of the loan and equity instruments discussed at Note 7 , stock-based compensation expense including the valuation of profits interests, impairment of patent-related intangible assets, the determination of the economic useful life of amortizable intangible assets, income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective or complex judgments. Income (Loss) Per Share. The Company computes net income (loss) attributable to common stockholders using the two-class method required for capital structures that include participating securities. Under the two-class method, securities that participate in non-forfeitable dividends, such as the Company’s outstanding unvested restricted stock, are considered “participating securities.” In applying the two-class method, (i) basic net income (loss) per share is computed by dividing net income (loss) (less any dividends paid on participating securities) by the weighted average number of shares of common stock and participating securities outstanding for the period and (ii) diluted earnings per share may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated by applying the two-class method and the treasury stock method to the a |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2017 | |
Short-term Investments [Abstract] | |
Short-Term Investments | SHORT-TERM INVESTMENTS Short-term investments for the periods presented were comprised of the following (in thousands): December 31, 2016 Security Type Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government fixed income securities $ 19,403 $ 40 $ — $ 19,443 There were no short-term investments at December 31, 2017. Short-term investments at December 31, 2016 were comprised of investments in highly liquid, AAA, U.S. government fixed income securities with maturity dates in 2017 . For the years ended December 31, 2017 and 2016, proceeds from the sale of short-term investments classified as available-for-sale were $467,790,000 and $43,232,000 , respectively. Gross unrealized gains and losses were not material for the years ended December 31, 2017 and 2016. For the year ended December 31, 2015 , proceeds from the sale of short-term investments were $82,115,000 and gross realized losses were $617,000 . |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accounts Payable and Accrued Expenses / Costs | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at December 31, 2017 and 2016 (in thousands): 2017 2016 Payroll and other employee benefits $ 465 $ 1,593 Accrued vacation 294 533 Accrued legal expenses - patent 5,479 6,564 Foreign taxes payable 15 3,150 Accrued consulting and other professional fees 1,364 1,967 Other accrued liabilities 339 476 $ 7,956 $ 14,283 |
Patents
Patents | 12 Months Ended |
Dec. 31, 2017 | |
Patents [Abstract] | |
Patents | Acacia’s only identifiable intangible assets are patents and patent rights, with estimated remaining economic useful lives ranging from one to six years . For all periods presented, all of Acacia’s identifiable intangible assets were subject to amortization. The gross carrying amounts and accumulated amortization related to investments in intangible assets as of December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Gross carrying amount - patents $ 444,137 $ 444,362 Accumulated amortization - patents (1) (382,220 ) (358,043 ) Patents, net $ 61,917 $ 86,319 (1) Includes patent impairment charges for the applicable periods. The weighted-average remaining estimated economic useful life of Acacia’s patents and patent rights is 4 years . Scheduled annual aggregate amortization expense is estimated to be $20,542,000 in 2018, $18,527,000 in 2019, $6,134,000 in 2020, $5,261,000 in 2021, $5,256,000 in 2022 and $6,197,000 thereafter. For the years ended December 31, 2017, 2016 and 2015 , Acacia paid patent investment costs totaling $0 , $1,225,000 and $19,504,000 , respectively. The patents have initial estimated economic useful lives ranging from two to seven years . Acacia recorded impairment of patent-related intangible asset charges totaling $ 2,248,000 , $42,340,000 and $74,731,000 for the years ended December 31, 2017, 2016 and 2015 , respectively. The impairment charges related to impairments of patent portfolios due to a reduction in expected estimated future net cash flows and certain patent portfolios that management determined it would no longer allocate future resources to in connection with the licensing and enforcement of such portfolios, due primarily to adverse litigation outcomes, potential prior art related complexities and/or the overall determination that future resources would be allocated to other licensing and enforcement programs with higher potential return profiles. The impairment charges for the periods presented consisted of the excess of the asset’s carrying value over its estimated fair value. In December 2015, Acacia’s subsidiary Adaptix, Inc. received a jury verdict in its case against Alcatel Lucent USA, Inc., and others. The jury returned a verdict that the asserted claims of the patent at issue were invalid and non-infringed. The Adaptix trial loss resulted in a reduction in estimated cash flows for the Adaptix portfolio expected to be realized from future licensing and enforcement activities, leading to partial impairment charges on the portfolio in the fourth quarter of 2015. Fiscal year 2016 patent impairment charges included the impairment of the remaining carrying value for the Adapitx portfolio. In addition, for the year ended December 31, 2015 analysis, management considered the impact of the fourth quarter 2015 adverse trial outcomes on its estimates of future cash flows that could be realized from future licensing and enforcement activities for other patent portfolios. Estimates of future cash flows for these portfolios were reduced in part in connection with the Company’s assessment of probabilities of realization given the recent adverse trial outcomes. Additionally, patent impairment charges include the carrying value of other patent portfolios for which, in 2015, the Company experienced adverse litigation or trial outcomes, leading to a reduction in or elimination of expected future cash flows. In addition, headcount reductions and internal staff optimization efforts led to changes with respect to which patent portfolios the Company intends to allocate licensing and enforcement resources to in future periods. As such, certain portfolio programs were selected for termination due to a decision to no longer pursue or allocate resources, resulting in a write-off any remaining carrying value in the fourth quarter of 2015. |
Goodwill Impairment Charges (No
Goodwill Impairment Charges (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Patent Impairment Charges [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | GOODWILL IMPAIRMENT CHARGE (Fiscal Year 2015) Goodwill Impairment Testing - December 31, 2015. At December 31, 2015, prior to the completion of the annual goodwill impairment test, the goodwill balance totaled $30.1 million . Goodwill is tested for impairment at the Company’s single reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Factors considered important, which could trigger an impairment review, include the following: • significant consistent gradual decline in the Company’s stock price for a sustained period; • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of assets or the strategy for the Company’s overall business; • significant negative industry or economic trends; and • significant adverse changes in legal factors or in the business climate, including adverse regulatory actions or assessments. In connection with Acacia’s annual goodwill impairment testing for 2015, the Company identified several qualitative factors triggering an impairment test at December 31, 2015, as follows: • Adverse legal outcomes and changes in legal factors. In December 2015, Acacia announced that its subsidiary Adaptix, Inc. received a jury verdict in its case against Alcatel Lucent USA, et al., deciding that the claims of the applicable patents in suit were invalid and non-infringed. This adverse legal outcome and others in the fourth quarter of 2015 resulted in changes in estimates of realization related to litigation outcomes in future periods for certain patent portfolios. • Significant consistent gradual decline in the Company’s stock price. Historically, the Company’s stock price had been volatile, and the volatility continued during fiscal 2015, declining from $16.72 as of January 2, 2015, to $4.29 as of December 31, 2015, a 74% decline. In addition, subsequent to December 31, 2015, the Company’s stock price volatility has continued, trending downward. In the fourth quarter of 2015, given the continued decline in stock price up through December 31, 2015, and the impact of the December 2015 adverse trial outcomes noted above, the gradual consistent decline in the Company’s stock price was deemed to be sustained, and hence indicative of a reduction in the estimated fair value of the Company, as reflected in its lower overall market capitalization. • Changes in Company Management and Resource Allocations. In connection with certain resource allocation changes within the organization given a change in management in the fourth quarter of 2015, headcount reductions and internal staff optimization efforts occurred, which led to changes with respect to estimates of which patent portfolios the Company intends to continue to allocate licensing and enforcement resources to in future periods. As such, certain patent portfolio programs were selected for termination due to a decision to no longer allocate resources. In addition, changes in estimates regarding the best and highest use of certain patent portfolios were made, resulting in reductions in estimated future cash flows. At December 31, 2015, the Company utilized the following methods and assumptions in its annual goodwill impairment testing, which was prepared with the assistance of a third-party valuation specialist: • At December 31, 2015, the initial qualitative assessment included consideration of the factors described above, resulting in a conclusion that as of December 31, 2015, the consistent gradual decline in the Company’s stock price was sustained. The Company also considered the impact of the December 2015 adverse trial outcomes on the Company’s stock price and related estimates of fair value for remaining portfolio opportunities. Based on the Company’s assessment of these factors, the Company determined that it was more likely than not that goodwill was impaired, constituting a triggering event requiring a goodwill impairment test as of December 31, 2015. • The Company conducted the first step of the goodwill impairment test for its single reporting unit as of December 31, 2015. The Company utilized the market capitalization plus cost synergies approach to estimate the fair value of the Company. The estimated market capitalization was determined by multiplying the Company’s stock price and the common shares outstanding as of December 31, 2015. Management also considered a control premium in its estimate of fair value for the Company’s single reporting unit. The cost synergies were estimated based on the cost savings which could be achieved if the Company was acquired by a competitor in the same operating business. • Based on the analysis utilizing the market capitalization plus cost synergies approach, the estimated fair value of the reporting unit of $252 million was below its carrying value of $344.3 million as of December 31, 2015, and therefore, goodwill was determined to be more likely than not, impaired. • The purpose of step 2 of the analysis was to determine the estimated fair value of the assets and liabilities of the Company’s reporting unit, in order to determine the implied fair value of goodwill for the reporting unit. The excess, if any, of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. Based upon the analysis performed, the fair value of the Company’s single reporting unit did not exceed the amounts assigned to its reporting unit assets and liabilities, resulting in a difference between the implied fair value of goodwill of zero and the historical carrying value of goodwill. As a result, the Company recognized a goodwill impairment charge totaling $30.1 million in the fourth quarter of 2015. |
Investments (Notes)
Investments (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Investments and Other Noncurrent Assets [Text Block] | INVESTMENTS Investment at Fair Value Veritone Investment Agreement. On August 15, 2016, Acacia entered into an Investment Agreement with Veritone, Inc. (“Veritone”), which provided for Acacia to invest up to $50 million in Veritone, consisting of both debt and equity components. Pursuant to the Investment Agreement, on August 15, 2016, Acacia entered into a secured convertible promissory note with Veritone (the “Veritone Loans”), which permitted Veritone to borrow up to $20 million through two $10 million advances, each bearing interest at the rate of 6.0% per annum (included in Other Income (Expense) in the consolidated statements of operations). On August 15, 2016, Acacia funded the initial $10 million loan (the “First Loan”). On November 25, 2016, Acacia funded the second $10 million loan (the “Second Loan”). The First Loan and the Second Loan were due and payable on November 25, 2017. In conjunction with the First Loan and Second Loan, Veritone issued Acacia a total of three four-year $700,000 warrants to purchase shares of Veritone’s common stock at an exercise price of $13.6088 per share. Veritone’s initial public offering date was May 12, 2017. Upon Veritone’s consummation of its public offering of its common stock on May 17, 2017 (“IPO”), all outstanding principal and accrued interest under the Veritone Loans, totaling $20.7 million , automatically converted into 1,523,746 shares of Veritone’s common stock based on a conversion price of $13.6088 per share. In addition, in August 2016, Veritone issued Acacia a five-year Primary Warrant to purchase up to $50 million , less all converted amounts or amounts repaid under the Veritone Loans, worth of shares of Veritone’s common stock at an exercise price of $13.6088 per share. Pursuant to an amendment to the Primary Warrant effective March 15, 2017, the Primary Warrant was exercised automatically upon the consummation of Veritone’s IPO, resulting in the purchase by Acacia of an additional 2,150,335 shares of Veritone common stock, at an aggregate purchase price of $29.3 million . Immediately following Acacia’s exercise of the Primary Warrant in full, Veritone issued to Acacia an additional 10% Warrant that provides for the issuance of an additional 809,400 shares of Veritone common stock at an exercise price of $13.6088 per share, with 50% of the shares underlying the 10% Warrant vesting as of the issuance date of the 10% Warrant, and the remaining 50% of the shares underlying the 10% warrant vesting on the first anniversary of the issuance date of the 10% Warrant. Veritone Bridge Loan . On March 14, 2017, Acacia entered into an additional secured convertible promissory note with Veritone (the “Veritone Bridge Loan”), which permitted Veritone to borrow up to an additional $4.0 million , bearing interest at the rate of 8.0% per annum. On March 17, 2017, Acacia funded the initial $1.0 million advance (the “First Bridge Loan”). On April 14, 2017, Acacia funded the second $1.0 million advance (the “Second Bridge Loan”). All advances and accrued interest under the Veritone Bridge Loan were due and payable on November 25, 2017. In May 2017, pursuant to the terms of the Veritone Bridge Loan, Acacia elected to make an additional advance to Veritone totaling $2.0 million , representing all principal amounts not advanced upon Veritone’s consummation of its IPO. Upon consummation of Veritone’s IPO, the outstanding principal and accrued interest under the Veritone Bridge Loan of $4.0 million and $21,000 , respectively, automatically converted into 295,440 shares of Veritone’s common stock at a conversion price of $13.6088 per share. In conjunction with the Veritone Bridge Loan, Veritone issued to Acacia (i) 60,000 shares of Veritone common stock (“Upfront Shares”), (ii) 90,000 shares of Veritone common stock (the “Bridge Installment Shares”), and (iii) 10-year warrants to purchase up to 157,000 shares of Veritone common stock with other terms and conditions similar to the warrants described above. All share amounts above have been adjusted to reflect a 0.6-for-1 reverse stock split of Veritone’s common stock, which was effected by Veritone in April 2017. The Veritone common shares are subject to a lock-up agreement that expires on February 15, 2018, subsequent to which the shares may be sold pursuant to Rule 144, subject to volume limitations and Rule 144 filing requirements, as well as other restrictions under applicable securities laws. All of the Veritone common stock held by Acacia was unregistered as of the issue date and are unregistered as of December 31, 2017. Accounting Prior to Veritone IPO . Prior to conversion, Acacia’s Investment Agreement and the Veritone Bridge Loan represented variable interests in Veritone for which Acacia was not the primary beneficiary, primarily due to a lack of a controlling interest in Veritone. In addition, the Veritone Loans and Veritone Bridge Loan (the “Loans”) were not considered in-substance common stock, the common stock purchase warrants were unexercised, and the right to receive the Upfront Shares and the Bridge Installment shares (“Veritone Shares”) were considered in-substance common stock, however, application of the equity method was not material, therefore, the equity method of accounting was not applied prior to the IPO. Prior to conversion, the Loans and the related common stock purchase warrants and Veritone Shares were accounted for as separate units of account based on the relative estimated fair values of the separate units as of the effective date of the respective transactions, with the face amount of the loans allocated to (1) the Loans, which were accounted for as long-term loan receivables and (2) the common stock purchase warrants and Veritone Shares. The estimated relative fair value allocation was determined using a Monte Carlo simulation model. Key inputs to the model included the estimated value of Veritone’s equity on the effective date of the transactions, related volatility of equity assumptions, discounts for lack of marketability, assumptions related to liquidity scenarios, and assumptions related to recovery scenarios on the Loans. Assumptions used in connection with estimating the relative fair values included: (1) volatility ranging from 40% to 50% , (2) financing probabilities ranging from 25% to 75% , (3) marketability discount of 7% and (4) 100% investment recovery assumption. The loan discount, representing the difference between the face amount of the Loans and the relative fair value allocated to the Loans, was accreted over the expected life of the Loans, using the effective interest method, with the related interest amounts reflected in other income (expense) in the consolidated statements of operations. As of May 2017, the unamortized loan discount totaled $1.7 million . Interest income for the year ended December 31, 2017 was $1.1 million , including accretion of the loan discount of $630,000 . The effective yield on the Loans for the year ended December 31, 2017 ranged from 9% to 53% . Accounting Subsequent to Veritone IPO . Upon Veritone’s consummation of its IPO on May 17, 2017, the Loans were converted into shares of Veritone common stock and the Primary Warrant was automatically exercised in full, as described above, resulting in a 20% ownership interest in Veritone (excluding warrants). Based on Acacia’s representation on the Veritone board of directors and Acacia’s 20% ownership interest in Veritone, Acacia management determined that the equity method of accounting was applicable. Upon becoming eligible for the equity method of accounting, Acacia elected to apply the fair value option to account for its equity investment in Veritone, including all of its investments in Veritone common stock and warrants, due to the availability of quoted prices in an active market for the Veritone common stock. As of December 31, 2017 , Acacia’s ownership interest in Veritone, on a fully-diluted basis, was approximately 23% . Acacia’s equity investment in Veritone common shares is recorded at fair value based on the quoted market price of Veritone’s common stock on The NASDAQ Global Market (the “NASDAQ”) on the applicable valuation date, as adjusted for an estimated discount for lack of marketability (“DLOM”) associated with the restricted nature of the common shares acquired (Level 3 input). Acacia’s investment in Veritone warrants is recorded at fair value, as adjusted for an estimated DLOM, based on the Black-Scholes option-pricing model, utilizing the following assumptions at December 31, 2017 : risk-free interest rates ranging from 1.94% to 2.37% ; expected terms ranging from three to nine years ; volatilities ranging from 45% to 55% ; and a dividend yield of zero . The DLOM for the Veritone common stock and warrants was estimated utilizing a Finnerty model with the following results and assumptions: Veritone Common Stock Veritone Warrants IPO Date December 31, 2017 IPO Date December 31, 2017 Estimated DLOM applied 5.7% 5% 5.7% 10% Volatility assumptions 35% 37% 35% 72 % - 87% Term assumptions 6 months 2 months 6 months 5 months At December 31, 2017 , the fair value of the 4,119,521 shares of Veritone common stock owned by Acacia totaled $90,795,000 . At December 31, 2017 , the fair value of the 1,120,432 common stock purchase warrants held by Acacia totaled $13,959,000 . A 10% increase in the DLOM assumptions utilized at all applicable valuation dates would result in an approximate 10% decrease in the fair value of our investment in Veritone at December 31, 2017 , and a corresponding decrease in the net investment gain reflected in the consolidated statements of operations for the year ended December 31, 2017 . Changes in the fair value of Acacia’s investment in Veritone are recorded as unrealized gains or losses in the consolidated statements of operations. For the period from the IPO on May 17, 2017 to December 31, 2017 , the accompanying consolidated statements of operations reflected the following (in thousands): 2017 Gain on conversion of loans and accrued interest (1) $ 2,671 Gain on exercise of warrant (2) 4,616 Change in fair value of investment, warrants 8,317 Change in fair value of investment, common stock 33,922 Net unrealized gain on investment at fair value $ 49,526 __________________________ (1) Pre-conversion difference between carrying value of Loan and accrued interest and the estimated fair value of common stock discounted for lack of marketability. (2) Pre-conversion difference between carrying value of Primary Warrant and the estimated fair value of common stock and 10% Warrant discounted for lack of marketability. Summarized financial information for Veritone, presented on a three month lag basis, is as follows (in thousands, except per share amounts): Nine Months Ended September 30, 2017 (Unaudited) Revenues $ 10,914 Gross profit 10,090 Operating expenses 44,024 Other income (expense), net (12,872 ) Net loss attributable to common stockholders (51,281 ) Net loss per share attributable to common stockholders - basic and diluted $ (5.94 ) September 30, Current assets $ 78,509 Noncurrent assets 1,173 Total Assets $ 79,682 Current liabilities $ 31,836 Noncurrent liabilities 14 Total liabilities 31,850 Preferred stock — Total stockholders’ equity (deficit) 47,832 Total liabilities, preferred stock and stockholders’ equity $ 79,682 Equity Method Investment In June 2017, Acacia made an investment in Miso Robotics, Inc. (“Miso Robotics”), an innovative leader in robotics and artificial intelligence solutions, totaling $2,250,000 , acquiring a 22.6% ownership interest in Miso Robotics, and one board seat. Miso Robotics will use the funding to deliver an adaptable AI-driven robotic kitchen assistant that will work alongside kitchen staff to improve operational efficiency for the restaurant industry. In addition, Acacia also entered into an intellectual property services agreement with Miso Robotics to help Miso Robotics drive AI-based solutions for the entire restaurant industry. Based on Acacia’s representation on the Miso Robotics board of directors, and greater than 20% ownership interest in Miso Robotics, the equity method of accounting was applied. The fair value option was not elected for Acacia’s investment in Miso Robotics due to the lack of a readily determinable fair market value. For the year ended December 31, 2017 , equity in losses of investee related to Miso Robotics totaled $220,000 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Cash Dividends. On April 23, 2013, Acacia announced that its Board of Directors approved the adoption of a cash dividend policy that calls for the payment of an expected total annual cash dividend of $0.50 per common share, payable in the amount of $0.125 per share per quarter. Under the policy, the Company paid four quarterly cash dividends totaling $25,434,000 in 2015. On February 25, 2016, Acacia announced that its Board of Directors terminated the company’s dividend policy effective February 23, 2016. The Board of Directors terminated the dividend policy due to a number of factors, including the Company’s financial performance and its available cash resources, the Company’s cash requirements and alternative uses of capital that the Board of Directors concluded would represent an opportunity to generate a greater return on investment for the Company and its stockholders. Tax Benefits Preservation Plan . On March 15, 2016, Acacia’s Board of Directors announced that it unanimously approved the adoption of a Tax Benefits Preservation Plan (the “Plan”). The purpose of the Plan is to protect the Company’s ability to utilize potential tax assets, such as net operating loss carryforwards (“NOLs”) and tax credits to offset potential future taxable income. The Plan is designed to reduce the likelihood that the Company will experience an ownership change by discouraging any (i) person or group from acquiring beneficial ownership of 4.9% or more of the Company’s outstanding common stock and (ii) any existing shareholders who, as of the time of the first public announcement of the adoption of the Plan, beneficially own more than 4.9% of the Company’s then-outstanding shares of the Company’s common stock from acquiring additional shares of the Company’s common stock (subject to certain exceptions). There is no guarantee, however, that the Plan will prevent the Company from experiencing an ownership change. In connection with the adoption of the Plan, Acacia’s Board of Directors authorized and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to shareholders of record at the close of business on March 16, 2016. On or after the distribution date, each right would initially entitle the holder to purchase one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock, $0.001 par value for a purchase price of $15.00 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Acacia’s provision for income taxes for the fiscal periods presented consisted of the following (in thousands): 2017 2016 2015 Current: Federal $ — $ — $ — State 90 262 379 Foreign 2,865 17,926 4,421 Total current 2,955 18,188 4,800 Deferred: Federal — — — State — — — Total deferred — — — Provision for income taxes $ 2,955 $ 18,188 $ 4,800 The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consist of the following at December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred tax assets: Net operating loss and capital loss carryforwards and credits $ 90,871 $ 83,323 Stock compensation 2,635 2,416 Fixed assets and intangibles 6,197 14,343 Basis of investments in affiliates 984 2,195 Accrued liabilities and other 167 422 State taxes 35 90 Total deferred tax assets 100,889 102,789 Valuation allowance (90,278 ) (102,627 ) Total deferred tax assets, net of valuation allowance 10,611 162 Deferred tax liabilities: Unrealized gain on investments held at fair value (10,587 ) — Other (24 ) (162 ) Total deferred tax liabilities (10,611 ) (162 ) Net deferred tax assets (liabilities) $ — $ — A reconciliation of the federal statutory income tax rate and the effective income tax rate is as follows: 2017 2016 2015 Statutory federal tax rate - (benefit) expense 35 % (35 )% (35 )% State income and foreign taxes, net of federal tax effect 8 % 50 % 3 % Foreign tax credit — % (49 )% (3 )% Noncontrolling interests in operating subsidiaries 1 % 1 % (1 )% Goodwill — % — % 7 % Nondeductible permanent items 3 % — % — % Expired capital loss carryforwards — % — % 1 % Change in tax rate 102 % — % — % Valuation allowance (137 )% 83 % 31 % 12 % 50 % 3 % For the periods presented, the Company recorded full valuation allowances against its net deferred tax assets due to uncertainty regarding future realization pursuant to guidance set forth in ASC 740, “Income Taxes.” In future periods, if the Company determines it will more likely than not be able to realize certain of these amounts, the applicable portion of the benefit from the release of the valuation allowance will generally be recognized in the statements of operations in the period the determination is made. At December 31, 2017 , Acacia had U.S. federal and state income tax net operating loss carryforwards (“NOLs”) totaling approximately $180,621,000 and $17,850,000 , expiring between 2026 and 2037, and 2028 and 2037, respectively. Capital loss carryovers totaled $2,804,000 at December 31, 2017, expiring in 2019 and 2020. At December 31, 2017 , approximately $26,326,000 of the U.S. federal NOLs, acquired in connection with the acquisition of ADAPTIX, Inc. in 2012, are subject to an annual utilization limitation of approximately $14,100,000 , pursuant to the “change in ownership” provisions under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). As of December 31, 2017 , Acacia had approximately $51,126,000 of foreign tax credits, expiring between 2018 and 2026. In general, foreign taxes withheld may be claimed as a deduction on future U.S. corporate income tax returns, or as a credit against future U.S. income tax liabilities, subject to certain limitations. Tax expense for the periods presented primarily reflects foreign taxes withheld on revenue agreements executed with licensees in foreign jurisdictions and other state taxes. Excluding the impact of the change in valuation allowance and the impact of the federal tax rate change under the change in tax law described below, annual effective tax rates were 47% , (33)% and (28)% , for fiscal years 2017, 2016 and 2015, respectively. Results for fiscal year 2017 included an unrealized gain on Acacia’s investment in Veritone which created a deferred tax liability totaling approximately $10,587,000 . The future anticipated reversal of this deferred tax liability provides for a source of taxable income that allows for the realizability of existing deferred tax assets that have been reduced by a valuation allowance for the periods presented. The effective tax rate reflects both the recognition of the deferred tax liability and the reversal of valuation allowance Effective January 1, 2017, the Company adopted a new standard that requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The adoption of this standard resulted in the Company recognizing gross federal and state deferred tax assets of $21,350,000 and $1,559,000 , respectively, related to the impact of share-based payments to employees in prior periods. These deferred tax assets are fully offset by a valuation allowance and were impacted by the change in tax rate described below. Acacia is subject to taxation in the U.S. and in various state jurisdictions and incurs foreign tax withholdings on revenue agreements with licensees in certain foreign jurisdictions. With no material exceptions, Acacia is no longer subject to U.S. federal or state examinations by tax authorities for years before 2011. The California Franchise Tax Board is auditing the 2011 and 2012 California combined income tax returns. The audit is in process and no findings or adjustments have been proposed. At December 31, 2017 and 2016, the Company had total unrecognized tax benefits of approximately $808,000 . No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented. At December 31, 2017, if recognized, approximately $808,000 of tax benefits, net of valuation allowance, would impact the Company’s effective tax rate. The Company does not expect that the liability for unrecognized tax benefits will change significantly within the next 12 months. The change in total unrecognized tax benefits as of December 31, 2017 was due to a lapse of the applicable statute of limitations related to an unrecognized benefit originating in a prior period. Acacia recognizes interest and penalties with respect to unrecognized tax benefits in income tax expense. 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. On December 22, 2017, new U.S. tax legislation was enacted that has significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate to 21% , revising the rules governing net operating losses and foreign tax credits, and introducing new anti-base erosion provisions. Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and Internal Revenue Service (“IRS”), any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. While our analysis and interpretation of this legislation is ongoing, based on our current evaluation, we have reflected a write-down of our deferred income tax assets (including the value of our net operating loss carryforwards and our tax credit carryforwards) due the reduction of the U.S. corporate income tax rate. Based on currently available information, we recorded a reduction of approximately $25,261,000 in the fourth quarter of 2017 related to the revaluation of our deferred tax assets. Given the full valuation allowance provided for net deferred tax assets as of December 31, 2017, the change in tax law did not have a material impact on our consolidated financial statements provided herein. There may be additional tax impacts identified in subsequent periods throughout 2018 in accordance with subsequent interpretive guidance issued by the SEC or the IRS. Further, there may be other material adverse effects resulting from the legislation that we have not yet identified. No estimated tax provision has been recorded for tax attributes that are incomplete or subject to change. |
Stock-Based Incentive Plans
Stock-Based Incentive Plans | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Stock-based Incentive Plans | EQUITY-BASED INCENTIVE PLANS Stock-Based Incentive Plans The 2013 Acacia Research Corporation Stock Incentive Plan (“2013 Plan”) and the 2016 Acacia Research Corporation Stock Incentive Plan (“2016 Plan”) (collectively, the “Plans”) were approved by the stockholders of Acacia in May 2013 and June 2016, respectively. All Plans allow grants of stock options, stock awards and performance shares with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. Except as noted below, the terms and provisions of the Plans are identical in all material respects. Acacia’s compensation committee administers the discretionary option grant and stock issuance programs. The compensation committee determines which eligible individuals are to receive option grants or stock issuances under those programs, 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 or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of Acacia’s common stock on the date of grant. Options generally begin to be exercisable six months to one year after grant and generally expire seven to ten years after grant. Stock options with time-based vesting generally vest over two to three years and restricted shares with time based vesting generally vest in full after two to three years (generally representing the requisite service period). The Plans terminate no later than the tenth anniversary of the approval of the incentive plans by Acacia’s stockholders. The Plans provide for the following separate programs: • 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 85% 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). • Stock Issuance Program . Under the stock issuance program, eligible individuals may be issued shares of common stock directly, upon the attainment of performance milestones or the completion of a specified period of service or as a bonus for past services. Under this program, the purchase price for the shares shall not be less than 100% of the fair market value of the shares on the date of issuance, and payment may be in the form of cash or past services rendered. The eligible individuals shall have full stockholder rights with respect to any shares of Common Stock issued to them under the Stock Issuance Program, whether or not their interest in those shares is vested. Accordingly, the eligible individuals shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. • Automatic Option Grant Program . Each non-employee director will receive restricted stock units or stock options for the number of shares determined by dividing the annual retainer by the grant date fair value of Acacia’s common stock on the grant date. In addition, each new non-employee director will receive restricted stock units or stock options for the number of shares determined by dividing the annual board of directors retainer by the grant date fair value of Acacia’s common stock on the commencement date. Restricted stock units and stock options vest in a series of twelve quarterly installments over the three year period following the grant date, subject to immediate acceleration upon a change in control. Acacia will deliver the unrestricted shares corresponding to the vested restricted stock units within thirty (30) days after the first to occur of the following events: (i) the fifth (5th) anniversary of the grant date; or (ii) termination of the non-employee director’s service as a member of the Company’s Board of Directors. The non-employee directors do not have any rights, benefits or entitlements with respect to any shares unless and until the shares have been delivered. The number of shares of Common Stock initially reserved for issuance under the 2013 Plan was 4,750,000 shares. No new additional shares will be added to the 2013 Plan without security holder approval (except for shares subject to outstanding awards that are forfeited or otherwise returned to the 2013 Plan). The stock issuable under the 2013 Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market. In June 2016, 625,390 shares of common stock available for issuance under the 2013 Plan were transferred into the 2016 Plan. At December 31, 2017 , there were 660,000 shares available for grant under the 2013 Plan. The number of shares of Common Stock initially reserved for issuance under the 2016 Plan was 4,500,000 shares plus 625,390 shares of common stock available for issuance under the 2013 Plan, as of the effective date of the Plan. At December 31, 2017 , there were 727,000 shares available for grant under the 2016 Plan. Upon the exercise of stock options, the granting of restricted stock, or the delivery of shares pursuant to vested restricted stock units, it is Acacia’s policy to issue new shares of common stock. Acacia’s board of directors may amend or modify the Plans at any time, subject to any required stockholder approval. As of December 31, 2017 , there are 7,279,000 shares of common stock reserved for issuance under the Plans. Stock-based award grant activity for the periods presented was as follows: 2017 2016 Shares Aggregate fair value (in thousands) Shares Aggregate fair value (in thousands) Restricted stock awards with performance-based vesting conditions — $ — 138,000 $ 431 Stock options with time-based service vesting conditions 1,368,000 2,930 3,434,000 5,704 Stock options with market-based vesting conditions — — 2,250,000 5,530 Stock options with performance-based vesting conditions — — 200,000 487 Total incentive awards granted 1,368,000 $ 2,930 6,022,000 $ 12,152 During the year ended December 31, 2016 the Company granted restricted stock awards and stock options (with weighted-average exercise price of $5.75 per share) with performance-based vesting conditions. The awards vest based upon the Company achieving specified cash flow performance targets over a one and two-year period from the date of grant. Under the terms of the awards, the number of restricted shares or stock options that will actually vest is based on the extent to which the Company achieves the specified performance targets during the performance period. As of December 31, 2017 , 102,000 (net of forfeitures) shares of restricted stock with performance-based vesting conditions were outstanding and unvested. During the year ended December 31, 2017 , all stock options with performance-based vesting conditions expired unvested. As of December 31, 2017 , there was no unrecognized expense for awards with performance-based vesting conditions. During the year ended December 31, 2016 , the Company granted stock options with market-based vesting conditions, with a weighted-average exercise price of $5.75 per share. The options with market-based vesting conditions vest based upon the Company achieving specified stock price targets over a four-year period. Under the terms of the awards, the number of stock options that will actually vest is based on the extent to which the Company achieves the specified market conditions during the four-year performance period. The stock options vest in equal installments of 25% upon the Company’s achievement of 30-day average share prices ranging from $7.00 to $10.00 . As of December 31, 2017 , 1,687,500 options with market-based vesting conditions remain unvested. As of December 31, 2017 , there was no unrecognized expense for options with market-based vesting conditions. The following table summarizes stock option activity for the Plans for the year ended December 31, 2017 : Weighted-Average Options Exercise Price Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 5,596,000 $ 4.93 Granted 1,368,000 $ 5.52 Exercised (208,000 ) $ 3.57 Expired/forfeited (926,000 ) $ 4.90 Outstanding at December 31, 2017 5,830,000 $ 5.13 5.8 years $ 856,000 Vested 1,959,000 $ 4.84 5.8 years $ 434,000 Exercisable at December 31, 2017 1,959,000 $ 4.84 5.8 years $ 434,000 The aggregate intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015 was $296,000 , $344,000 , and $751,000 , respectively. The aggregate intrinsic value of options vested during the year ended December 31, 2017 was $351,000 . The aggregate fair value of options granted during the year ended December 31, 2017 was $2,930,000 . The aggregate fair value of options vested during the year ended December 31, 2017 and 2016 was $2,009,000 and $2,342,000 , respectively. No options were granted or vested during the year ended December 31, 2015. As of December 31, 2017, the total unrecognized compensation expense related to nonvested stock option awards was $3,654,000 , which is expected to be recognized over a weighted-average term of approximately 2 years . The following table summarizes nonvested restricted share activity for the year ended December 31, 2017 : Nonvested Restricted Shares Weighted Average Grant Date Fair Value Nonvested restricted stock at December 31, 2016 333,000 $ 8.9 Granted — $ — Vested (120,000 ) $ 12.95 Canceled (90,000 ) $ 9.10 Nonvested restricted stock at December 31, 2017 123,000 $ 4.77 The weighted-average grant date fair value of nonvested restricted stock granted during the years ended December 31, 2016 and 2015 was $3.12 and $12.83 , respectively. The aggregate fair value of restricted stock that vested during the years ended December 31, 2017, 2016 and 2015 was $1,560,000 , $5,243,000 and $11,494,000 , respectively. As of December 31, 2017 , the total unrecognized compensation expense related to nonvested restricted stock awards was $53,000 , which is expected to be recognized over a weighted-average period of approximately 2 months . The following table summarizes restricted stock unit activity for the year ended December 31, 2017 : Restricted Stock Units Weighted Average Grant Date Fair Value Nonvested restricted stock units outstanding at December 31, 2016 14,000 $ 16.27 Vested (12,000 ) $ 16.18 Nonvested restricted stock units outstanding at December 31, 2017 2,000 $ 16.72 Vested restricted stock units outstanding at December 31, 2017 60,000 $ 15.38 The weighted-average grant date fair value of restricted stock units granted during the year ended December 31, 2015 was $16.72 . There were no restricted units granted during the years ended December 31, 2017 and 2016. The aggregate fair value of restricted stock units that vested during the years ended December 31, 2017, 2016 and 2015 was $200,000 , $324,000 and $480,000 , respectively. As of December 31, 2017 , the total unrecognized compensation expense related to restricted stock unit awards was $1,000 , which is expected to be recognized over a weighted-average period of approximately 1 month . Profits Interest Plan On February 16, 2017, AIP Operation LLC, a Delaware limited liability company (“AIP”), and an indirect subsidiary of Acacia, adopted a Profits Interest Plan (the “Plan”) that provides for the grant of membership interests in AIP to certain members of management and the Board of Directors of Acacia as compensation for services rendered for or on behalf of AIP. Each profits interest unit granted pursuant to the Plan is intended to qualify as a “profits interest” for U.S. federal income tax purposes and will only have value to the extent the fair value of AIP increases beyond the fair value at the issuance date of the membership interests. The membership interests are represented by units (the “Units”) reserved for the issuance of awards under the Plan. The Units entitle the holders to share in or be allocated certain AIP profits and losses and to receive or share in AIP distributions pursuant to the AIP Limited Liability Company Operating Agreement entered into as of February 16, 2017 (the “LLC Agreement”). In connection with the adoption of the Plan, a form of Profits Interest Agreement was approved pursuant to which Units may be granted from time to time. Units vest upon AIP’s achievement of certain performance milestones (one-third upon 150% appreciation, and the remaining two-thirds upon 300% appreciation in value of Acacia’s aggregate investment in Veritone), subject to the continued service of the recipient, and are subject to the terms and conditions of the Plan, the Profits Interest Agreement and the LLC Agreement. The Units were fully vested as of December 31, 2017 . Acacia owns 60% of the membership interests in AIP and at all times will control AIP. Acacia from time to time may contribute to AIP certain assets or securities related to portfolio companies in which Acacia holds an interest. Units may be awarded as one-time, discretionary grants to recipients. As of December 31, 2017 , AIP holds the Veritone 10% Warrant described at Note 7 . Profits interests totaling 400 Units, or 40% of the membership interests in AIP, were granted in February 2017, with an aggregate grant date fair value of $722,000 . The fair value of the Units totaled $3,041,000 as of December 31, 2017 . Upon full vesting of the units in September 2017, all previously unrecognized compensation expense was immediately recognized. The fair value of the Units is estimated utilizing a Geometric Brownian Motion model (“GBM”) which considers probable vesting dates and values for the applicable instruments (i.e. common stock and warrants related to Acacia’s Veritone investment described at Note 7 ) underlying or associated with the Units. At the estimated end of the term of the underlying warrant (May 2022), the model estimates the total proceeds from the hypothetical exercise of the warrant and estimates the value of the Units by allocating the proceeds based on the waterfall described in the terms of the underlying agreement. The value of the Units on a marketable basis is the average allocation across all GBM simulation paths discounted to the applicable valuation date using the risk-free rate. This estimated value is adjusted for an estimate of a DLOM using the Finnerty model, based on a security specific volatility calculated by changing Veritone’s common stock price by 1% and measuring the corresponding change in the value of the Units. For the year ended December 31, 2017 , assumptions utilized in the GBM included a term of 4.4 years , stock price of $23.20 , volatility of 50% , and risk free interest rates ranging from 1.76% to 2.40% for terms ranging from one to 10 years . The estimated DLOM utilized was 30% , based on assumptions including a term of approximately 4.4 years and a volatility of 85% for Veritone’s common stock. Volatility was estimated based on the historical volatilities of a set of comparable public companies, adjusted for leverage, over a term matching the term of the underlying warrant asset, which was approximately 4.4 years . Compensation expense for the periods presented was comprised of the following: 2017 2016 2015 Restricted stock awards with time-based service conditions $ 1,025 $ 4,071 $ 10,575 Restricted stock unit awards with time-based service conditions 161 320 473 Restricted stock awards with performance-based vesting conditions 121 197 — Stock options with time-based service vesting conditions 2,165 1,316 — Stock options with market-based vesting conditions 2,372 3,158 — Stock options with performance-based vesting conditions — — — Profits interests units 3,041 — — Total compensation expense $ 8,885 $ 9,062 $ 11,048 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating Leases Acacia leases certain office space under various operating lease agreements expiring at various dates from 2019 through 2020. Minimum annual rental commitments for operating leases of continuing operations having initial or remaining noncancellable lease terms in excess of one year are as follows (in thousands): Years ending December 31, 2018 $ 1,213 2019 1,369 2020 16 Total minimum lease payments $ 2,598 Rent expense for the years ended December 31, 2017, 2016 and 2015 approximated $1,392,000 , $1,795,000 and $1,926,000 , respectively. Rental payments are expensed in the statements of operations in the period to which they relate. Scheduled rent increases are amortized on a straight-line basis over the lease term. Inventor Royalties and Contingent Legal Expenses In connection with the investment in certain patents and patent rights, certain of Acacia’s operating subsidiaries executed related agreements which grant to the former owners of the respective patents or patent rights, the right to receive inventor royalties based on future net revenues (as defined in the respective agreements) generated as a result of licensing and otherwise enforcing the respective patents or patent portfolios. Acacia’s operating subsidiaries may retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with their licensing and enforcement activities. These law firms may be retained on a contingent fee basis whereby such law firms are paid on a scaled percentage of any negotiated fees, settlements or judgments awarded based on how and when the fees, settlements or judgments are obtained. Patent Enforcement and Other Litigation Acacia 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 Acacia’s consolidated financial position, results of operations or cash flows. Fiscal year 2017 includes estimated contingency accruals totaling $1,200,000 . The estimated range of potential expenses related to these matters is $1,200,000 to $3,000,000 . Fiscal year 2016 and 2015 operating expenses included expenses for court ordered attorney fees and settlement and contingency accruals totaling $500,000 and $4,141,000 , respectively. Guarantees and Indemnifications 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 payments related to these guarantees and indemnities. Acacia estimates the fair value of its indemnification obligations to be insignificant based on this history and therefore, have not recorded any liability for these guarantees and indemnities in the accompanying consolidated balance sheets. Additionally, no events or transactions have occurred that would result in a material liability at December 31, 2017 . Bank Guarantee In March 2015, an operating subsidiary of Acacia entered into a standby letter of credit and guarantee arrangement (“Guarantee”) with a bank for purposes of enforcing a court ruling in a German patent court granting an injunction against the defendants in the related patent infringement case. The Guarantee was secured by a cash deposit at the contracting bank, which was classified as restricted cash in the accompanying December 31, 2016 consolidated balance sheets, totaling $11,512,000 . Upon resolution of all related matters in June 2017, the Guarantee was extinguished resulting in release of the cash collateral (and related restrictions on the cash balance) by the contracting bank. As a result, currently no amounts of Acacia’s cash and investments are restricted as to use. Other In August 2010, a wholly owned subsidiary of Acacia became the general partner of the Acacia IP Fund, which was formed in August 2010. The Acacia IP Fund invests in, licenses and enforces intellectual property consisting primarily of patents, patent rights, and patented technologies. The Acacia IP Fund was terminated as of December 31, 2017. At December 31, 2017 and 2016 , the Acacia IP Fund net assets and net income (loss) were primarily comprised of the following (in thousands): 2017 2016 Cash and other assets $ 986 $ 1,118 Investments - noncurrent 1,905 2,933 Total assets $ 2,891 $ 4,051 Accrued expenses and contributions $ 2,567 $ 2,394 Net assets $ 324 $ 1,657 2017 2016 Revenues $ — $ 16 Operating expenses 390 572 Loss from operations (390 ) (556 ) Net loss in equity method investments (943 ) (1,013 ) Net loss $ (1,333 ) $ (1,569 ) |
Retirement Savings Plan and Exe
Retirement Savings Plan and Executive Severance Policy | 12 Months Ended |
Dec. 31, 2017 | |
RETIREMENT SAVINGS PLAN AND EXECUTIVE SEVERANCE POLICY [Abstract] | |
Retirement Savings Plan and Executive Severance Policy | RETIREMENT SAVINGS PLAN AND EXECUTIVE SEVERANCE POLICY Retirement Savings Plan. Acacia has an employee savings and retirement plan under section 401(k) of the Code (the “Plan”). The Plan is a defined contribution plan in which eligible employees may elect to have a percentage of their compensation contributed to the Plan, subject to certain guidelines issued by the Internal Revenue Service. Acacia may contribute to the Plan at the discretion of the board of directors. There were no contributions made by Acacia during the periods presented. Executive Severance Policy. Under Acacia’s Amended Executive Severance Policy, full-time employees as of July 2017 and prior with the title of Senior Vice President and higher (“SVP and higher”) are entitled to receive certain benefits upon termination of employment. If employment of an SVP and higher employee is terminated for other than cause or other than on account of death or disability, Acacia will (i) promptly pay to the SVP and higher employee a lump sum amount equal to the aggregate of (a) accrued obligations (i.e., annual base salary through the date of termination to the extent not theretofore paid and any compensation previously deferred (together with any accrued interest or earnings thereon) and any accrued vacation pay, and reimbursable expenses, in each case to the extent not theretofore paid) and (b) three (3) months of base salary for each full year that the SVP and higher employee was employed by the Company (the “Severance Period”), up to a maximum of twelve (12) months (eighteen (18) months for executive officers of Acacia Research Corporation) of base salary, and (ii) provide to the SVP and higher employee, Acacia paid COBRA coverage for the medical and dental benefits selected in the year in which the termination occurs, for the duration of the Severance Period. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for state income taxes totaled $181,000 , $223,000 and $211,000 for the years ended December 31, 2017, 2016 and 2015 , respectively. Foreign taxes withheld totaled $2,865,000 , $14,776,000 and $4,421,000 for the years ended December 31, 2017, 2016 and 2015 , respectively. Refer to Note 4 for accrued foreign taxes payable. Refer to Note 5 for information regarding noncash investing activity related to the investment in patent portfolios for the periods presented. Refer to Note 7 for information regarding noncash investing activity related to the investment in Veritone for the periods presented. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | QUARTERLY FINANCIAL DATA (unaudited) The following table sets forth unaudited consolidated statements of operations data for the eight quarters in the period ended December 31, 2017 . This information has been derived from Acacia’s unaudited condensed consolidated financial statements that have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the information when read in conjunction with the audited consolidated financial statements and related notes thereto. Acacia’s quarterly results have been, and may in the future be, subject to significant fluctuations. As a result, Acacia believes that results of operations for interim periods should not be relied upon as any indication of the results to be expected in any future periods. Quarter Ended Mar. 31, Jun. 30, Sept. 30, Dec. 31, Mar. 31, Jun. 30, Sept. 30, Dec. 31, 2017 2017 2017 2017 2016 2016 2016 2016 (Unaudited, in thousands, except share and per share information) Revenues $ 8,854 $ 16,457 $ 36,633 $ 3,458 $ 24,721 $ 41,351 $ 64,658 $ 21,969 Operating costs and expenses: Cost of revenues: Inventor royalties 666 4,273 — 13 1,573 — 17,844 3,313 Contingent legal fees 627 3,236 12,173 646 4,109 10,418 7,709 4,238 Litigation and licensing expenses - patents 6,386 4,134 4,073 3,626 7,723 7,324 7,348 5,463 Amortization of patents 5,515 5,571 5,625 5,443 10,760 10,759 6,467 6,222 General and administrative expenses (including non-cash stock compensation expense) 6,916 6,734 12,715 (335 ) 7,994 7,535 8,334 9,056 Other expenses - business development 320 433 241 195 522 1,334 666 557 Impairment of patent-related intangible assets — — 2,248 — — 40,165 — 2,175 Other — — — 1,200 1,742 (1,242 ) — — Total operating costs and expenses 20,430 24,381 37,075 10,788 34,423 76,293 48,368 31,024 Operating income (loss) (11,576 ) (7,924 ) (442 ) (7,330 ) (9,702 ) (34,942 ) 16,290 (9,055 ) Total other income (expense) 696 (4,862 ) 159,027 (102,950 ) (3 ) (52 ) 261 592 Income (loss) before (provision for) benefit from income taxes (10,880 ) (12,786 ) 158,585 (110,280 ) (9,705 ) (34,994 ) 16,551 (8,463 ) Provision for income taxes (1,241 ) (1,478 ) (216 ) (20 ) (192 ) (5,927 ) (9,655 ) (2,414 ) Net income (loss) including noncontrolling interests (12,121 ) (14,264 ) 158,369 (110,300 ) (9,897 ) (40,921 ) 6,896 (10,877 ) Net (income) loss attributable to noncontrolling interests in subsidiaries 291 12 96 97 (68 ) 348 186 266 Net income (loss) attributable to Acacia Research Corporation $ (11,830 ) $ (14,252 ) $ 158,465 $ (110,203 ) $ (9,965 ) $ (40,573 ) $ 7,082 $ (10,611 ) Net income (loss) per common share attributable to Acacia Research Corporation: Basic and diluted income (loss) per share $ (0.24 ) $ (0.28 ) $ 3.13 $ (2.18 ) $ (0.20 ) $ (0.81 ) $ 0.14 $ (0.21 ) Weighted-average number of shares outstanding, basic 50,333,056 50,499,948 50,554,234 50,590,460 49,925,550 50,015,869 50,124,302 50,237,784 Weighted-average number of shares outstanding, diluted 50,333,056 50,499,948 50,599,974 50,590,460 49,925,550 50,015,869 50,618,757 50,237,784 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS Investments In January 2018, Acacia entered into a Joint Venture and Services Agreement (“Joint Venture Agreement”) with Bitzumi, Inc., a company developing macro opportunities in the cryptocurrency and blockchain industries, including a next generation decentralized exchange. Bitzumi recently filed a Regulation A Offering Statement with the Securities and Exchange Commission and a listing application with NASDAQ. Acacia made an initial $1,000,000 equity investment in Bitzumi in January 2018. Under the Joint Venture Agreement, Acacia will provide various patent-related services to Bitzumi and has the option to invest up to an additional $9,000,000 to acquire Bitzumi common stock. In connection with Acacia’s initial investment, Acacia received a short-term warrant to purchase $4,000,000 of Bitzumi common shares. Under the Joint Venture Agreement, Acacia has a right to acquire up to an aggregate of $10.0 million of Bitzumi common shares (inclusive of Acacia’s initial $1,000,000 equity investment and exercise of Acacia’s short-term warrant) at a price, except as paid by Acacia for the initial investment and the exercise price of Acacia’s short-term warrant, of $2.50 per share. Upon meeting certain conditions set forth in the Joint Venture Agreement, Bitzumi will also issue Acacia a warrant for 30,000,000 shares of Bitzumi’s common stock. Acacia’s investment in Bitzumi represents its first venture in the cryptocurrency and blockchain marketplaces. In February 2018, Acacia made an additional equity investment in Miso Robotics totaling $6,000,000 , increasing its ownership interest in Miso Robotics to approximately 30% . In addition, Acacia acquired an additional board seat. Stock Repurchase Program. In February 2018, Acacia’s Board of Directors authorized the repurchase of up to $20,000,000 of the Company’s outstanding common stock in open market purchases or private purchases, from time to time, in amounts and at prices to be determined by the Board of Directors at its discretion (the “Stock Repurchase Program”). In determining whether or not to repurchase any shares of Acacia’s common stock, Acacia’s Board of Directors will consider such factors as the impact of the repurchase on Acacia’s cash position, as well as Acacia’s capital needs and whether there is a better alternative use of Acacia’s capital. Acacia has no obligation to repurchase any amount of its common stock under the Stock Repurchase Program. The Stock Repurchase Program is set to expire on February 28, 2019. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Fiscal Period | Accounting Principles and Fiscal Year End. 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). |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities | Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. Material intercompany transactions and balances have been eliminated in consolidation. |
Net income (loss) attributable to noncontrolling interest | 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 accompanying consolidated statements of stockholders’ equity for total noncontrolling interests. A wholly owned subsidiary of Acacia is the general partner of the Acacia Intellectual Property Fund, L.P. (the “Acacia IP Fund”), which was formed in August 2010. The Acacia IP Fund is included in the Company’s consolidated financial statements since 2010, as Acacia’s wholly owned subsidiary, as the general partner, has the ability to control the operations and activities of the Acacia IP Fund. |
Revenue Recognition | Revenue Recognition. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectibility of amounts is reasonably assured. In general, revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by Acacia’s operating subsidiaries. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by Acacia’s operating subsidiaries, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, Acacia’s operating subsidiaries have no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on Acacia’s operating subsidiaries’ part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectibility is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. For the periods presented herein, the majority of the revenue agreements executed by the Company provided for the payment of one-time, paid-up license fees in consideration for the grant of certain intellectual property rights for patented technology owned by Acacia’s operating subsidiaries. These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. Certain of the Company’s revenue arrangements provide for future royalties or additional required payments based on future licensee activities. Additional royalties are recognized in revenue upon resolution of the related contingency provided that all revenue recognition criteria, as described above, have been met. Amounts of additional royalties due under these license agreements, if any, cannot be reasonably estimated by management. Certain of the Company’s revenue arrangements provide for the calculation of fees based on a licensee’s actual quarterly sales or actual per unit activity, applied to a contractual royalty rate. Licensees that pay fees on a quarterly basis generally report actual quarterly sales or actual per unit activity information and related quarterly fees due within 30 days to 45 days after the end of the quarter in which such sales or activity takes place. The amount of fees due under these revenue arrangements each quarter cannot be reasonably estimated by management. Consequently, Acacia’s operating subsidiaries recognize revenue from these revenue arrangements on a three -month lag basis, in the quarter following the quarter of sales or per unit activity, provided amounts are fixed or determinable and collectibility is reasonably assured. The lag method described above allows for the receipt of licensee royalty reports prior to the recognition of revenue. Amounts related to revenue arrangements that do not meet the revenue recognition criteria described above are deferred until the revenue recognition criteria are met. Acacia assesses the collectibility of fees receivable based on a number of factors, including past transaction history and credit-worthiness of licensees. If it is determined that collection is not reasonably assured, the fee is recognized when collectibility becomes reasonably assured, assuming all other revenue recognition criteria have been met, which is generally upon receipt of cash. |
Cost of Revenues | Cost of Revenues . Cost of revenues include the costs and expenses incurred in connection with Acacia’s patent licensing and enforcement activities, including inventor royalties paid to original patent owners, contingent legal fees paid to external patent counsel, other patent-related legal expenses paid to external patent counsel, licensing and enforcement related research, consulting and other expenses paid to third-parties and the amortization of patent-related investment costs. These costs are included under the caption “Cost of revenues” in the accompanying consolidated statements of operations. |
Inventor Royalties and Contingent Legal Expenses | Inventor Royalties and Contingent Legal Expenses. Inventor royalties are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In certain instances, pursuant to the terms of the underlying inventor agreements, upfront advances paid to patent owners by Acacia’s operating subsidiaries are recoverable from future net revenues. Patent costs that are recoverable from future net revenues are amortized over the estimated economic useful life of the related patents, or as the prepaid royalties are earned by the inventor, as appropriate, and the related expense is included in amortization expense in the consolidated statements of operations. Any unamortized upfront advances recovered from net revenues are expensed in the period recovered, and included in amortization expense in the consolidated statements of operations. Contingent legal fees are expensed in the consolidated statements of operations in the period that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid; however, Acacia’s operating subsidiaries may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. |
Cash and Cash Equivalents | Cash and Cash Equivalents . Acacia considers all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. For the periods presented, Acacia’s cash equivalents are comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily includes: domestic commercial paper, securities issued or guaranteed by the U.S. government or its agencies, U.S. bank obligations, and fully collateralized repurchase agreements. Acacia’s cash equivalents are measured at fair value using quoted prices that represent Level 1 inputs. |
Marketable Securities | Short-term Investments. Investments in securities with original maturities of greater than three months and less than one year and other investments representing amounts that are available for current operations are classified as short-term investments, unless there are indications that such investments may not be readily sold in the short-term. The fair values of these investments approximate their carrying values. For the applicable periods presented, all of Acacia’s short-term investments were classified as available-for-sale, which are reported at fair value on a recurring basis using significant observable inputs (Level 1), with related unrealized gains and losses in the value of such securities recorded as a separate component of other comprehensive income (loss) in stockholders’ equity until realized. Realized gains and losses are recorded in the statements of operations in other income (expense). Realized and unrealized gains and losses are recorded based on the specific identification method. Interest is included in other income (expense). Impairment of Short-term Investments. Acacia evaluates its investments in marketable securities for potential impairment, employing a methodology on a quarterly basis that considers available quantitative and qualitative evidence. If the cost or carrying value of an investment exceeds its estimated fair value, the Company evaluates, among other factors, general market conditions, credit quality of instrument issuers, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold, or plans or ability to sell. Fair value is estimated based on publicly available market information or other estimates determined by management. Investments are considered to be impaired when a decline in fair value is estimated to be other-than-temporary. Acacia reviews impairments associated with its investments in marketable securities and determines the classification of any impairment as temporary or other-than-temporary. An impairment is deemed other-than-temporary unless (a) Acacia has the ability and intent to hold an investment for a period of time sufficient for recovery of its carrying amount and (b) positive evidence indicating that the investment’s carrying amount is recoverable within a reasonable period of time outweighs any evidence to the contrary. All available evidence, both positive and negative, is considered to determine whether, based on the weight of such evidence, the carrying amount of the investment is recoverable within a reasonable period of time. For investments classified as available-for-sale, unrealized losses that are other-than-temporary are recognized in the consolidated statements of operations. |
Concentrations of Credit Risk | Concentration of Credit Risks. Financial instruments that potentially subject Acacia to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable. Acacia places its cash equivalents and short-term investments primarily in highly rated money market funds and investment grade marketable securities. Cash and cash equivalents are also invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. Acacia has not experienced any significant losses on its deposits of cash and cash equivalents. Three licensees individually accounted for 54% , 21% and 10% , respectively, of revenues recognized during the year ended December 31, 2017 . Three licensees individually accounted for 26% , 23% and 11% , respectively, of revenues recognized during the year ended December 31, 2016 . Three licensees individually accounted for 24% , 20% and 16% , respectively, of revenues recognized during the year ended December 31, 2015 . One licensee individually represented 100% of accounts receivable at December 31, 2017 . Four licensees individually represented approximately 39% , 22% , 16% and 15% , respectively, of accounts receivable at December 31, 2016 . For 2017, 2016 and 2015 , 39% , 79% and 49% , respectively, of revenues were attributable to licensees domiciled in foreign jurisdictions, based on the jurisdiction of the entity obligated to satisfy payment obligations pursuant to the applicable revenue arrangement. The Company does not have any material foreign operations. Acacia 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 doubtful accounts 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 sheet and a charge to operating expenses in the statements of operations for the applicable period. The allowance is determined based on known troubled accounts, historical experience, and other currently available evidence. There was no allowance for doubtful accounts established for the periods presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. The carrying value of cash and cash equivalents, accounts receivables, and current liabilities approximates their fair values due to their short-term maturities. |
Furniture and Equipment | Property and Equipment. Property and equipment are recorded at cost. Major additions and improvements that materially extend useful lives of property and equipment are capitalized. Maintenance and repairs are charged against the results of operations as incurred. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets: Furniture and fixtures 3 to 5 years Computer hardware and software 3 to 5 years Leasehold improvements 2 to 5 years (Lesser of lease term or useful life of improvement) Rental payments on operating leases are charged to expense in the consolidated statements of operations on a straight-line basis over the lease term. |
Patents | Patents. Patents include the cost of patents or patent rights (hereinafter, collectively “patents”) acquired from third-parties or obtained in connection with business combinations. Patent costs are amortized utilizing the straight-line method over their remaining economic useful lives, ranging from one to six years. |
Fair Value Measurements | Fair Value Measurements. U.S. GAAP defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to measure fair value is defined as follows: (i) Level 1 - Observable Inputs : Quoted prices in active markets for identical investments; (ii) Level 2 - Pricing Models with Significant Observable Inputs : Other significant observable inputs, including quoted prices for similar investments, interest rates, credit risk, etc.; and (iii) Level 3 - Unobservable Inputs : Significant unobservable inputs, including the entity’s own assumptions in determining the fair value of investments. Whenever possible, the Company is required to use observable market inputs (Level 1 - quoted market prices) 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. At December 31, 2017 , all of the Company’s investments recorded at fair value were valued utilizing Level 3 - unobservable inputs. In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. Financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Assets as of December 31, 2017: Investment at fair value (Note 7) (1) $ — $ — $ 104,754 Assets as of December 31, 2016: Short-term investments (1) $ 19,443 $ — $ — ____________________ (1) There were no transfers between fair value hierarchy categories for the period presented. A reconciliation of the activity for fair value measurements categorized within Level 3 for the year ended December 31, 2017 is as follows (in thousands): Investment at Fair Value Common Stock Warrants Total Opening balance as of January 1, 2017 $ — $ — $ — Total gains and losses included in earnings for the period (1) Gain on conversion of loans and accrued interest 2,671 — 2,671 Gain on exercise of Primary Warrant — 4,616 4,616 Change in fair value of investment, net 33,922 8,317 42,239 Purchases, issues, sales and settlements Purchases and issues (2) 54,202 1,026 55,228 Total recurring fair value measurements (1) $ 90,795 $ 13,959 $ 104,754 ____________________ (1) All gains and losses included in earnings for the period presented relate to assets and liabilities held as of December 31, 2017. (2) Refer to Note 7 for information regarding purchase and issues activity for the years ended December 31, 2017 and 2016. Investments at Fair Value . On an individual investment basis, Acacia may elect to account for investments in companies where the Company has the ability to exercise significant influence over operating and financial policies of the investee, at fair value. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method of accounting, it is applied to all of the financial interests in the same entity that are eligible items (i.e. common stock and warrants). Equity Method Investments . Equity investments without readily determinable fair values in companies over which the Company has the ability to exercise significant influence, are accounted for using the equity method of accounting, and classified within “Equity Method Investments” in the consolidated balance sheet. Acacia includes its proportionate share of earnings and/or losses of its equity method investees in equity in earnings (losses) of investee in the consolidated statements of operations. |
Impairment of investments [Policy Text Block] | Impairment of Investments. Acacia reviews its equity method 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. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets. Acacia reviews long-lived assets and intangible assets for potential impairment annually (quarterly for patents) 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 equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. Refer to Note 5 for additional information. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over the 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. |
Contingent liabilities [Policy Text Block] | Contingent Liabilities. The Company, from time to time, is involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided. Certain of Acacia’s operating subsidiaries are often required to engage in litigation to enforce their patents and patent rights. In connection with any of Acacia’s operating subsidiaries’ patent enforcement actions, it is possible that a defendant may request and/or a court may rule that an operating subsidiary has violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against Acacia or its operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material, and if required to be paid by Acacia or its operating subsidiaries, could materially harm the Company’s operating results and financial position. |
Stock-based Compensation | Stock-Based Compensation. The compensation cost for all 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 generally two to four years. The fair value of restricted stock and restricted stock unit awards is 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. Stock-based compensation expense for awards with service and/or performance conditions that affect vesting is recorded only for those awards expected to vest using an estimated forfeiture rate. The FASB issued a new standard, effective January 1, 2017, that allows entities to make a policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. Effective January 1, 2017, the Company elected to account for forfeitures of awards as they occur. The prior standard required the Company to estimate the number of awards for which the requisite service period is expected to be rendered and base the accruals of compensation cost on the estimated number of awards that will vest. The fair values of stock options granted during the periods presented were estimated using the Black-Scholes option-pricing model, based on the following weighted-average assumptions: For the Years Ended December 31, 2017 December 31, 2016 Risk-free interest rate 1.77% 1.1% Term 4.37 3.06 Volatility 51% 53% Dividend yield —% —% Due to a lack of sufficient historical stock option exercise experience, the Company utilized the simplified method for estimating the expected term for stock options granted during the periods presented. Expected volatility is based on the historical volatility of the Company’s stock for the length of time corresponding to the expected term of the option. The risk-free interest rate is based on the U.S. treasury yield curve on the grant date for the expected term of the option. Restricted stock awards and stock option awards with performance-based vesting conditions generally vest based upon the Company achieving specified cash flow performance targets over a one and two-year period from the date of grant. Performance-based stock options awards with market-based vesting conditions vest based upon the Company achieving specified stock price targets over a four-year period. The effect of a market condition is reflected in the estimate of the grant-date fair value of the options utilizing a Monte Carlo valuation technique. Compensation cost is recognized for an option with a market-based vesting condition provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. The service period for options with a market-based vesting condition is inferred from the application of the Monte Carlo valuation technique. The derived service period represents the duration of the median of the distribution of share price paths on which the market condition is satisfied. The duration is the period of time from the service inception date to the expected date of satisfaction, as determined from the valuation technique. Assumptions utilized in connection with the Monte Carlo valuation technique included: estimated risk-free interest rate; expected volatility; and expected dividend yield. The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was determined using historical volatility. The expected dividend yield was based on expectations regarding dividend payments. Profits Interest Units (“Units”) are accounted for in accordance with Accounting Standards Codification (“ASC”) 718-10, “Compensation - Stock Compensation.” The Units vest as described at Note 10 , and therefore, the vesting conditions do not meet the definition of service, market or performance conditions, as defined in ASC 718. As such, the Units are classified as liability awards. Liability classified awards are measured at fair value on the grant date and re-measured each reporting period at fair value until the award is settled. Compensation expense is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered. Initially, compensation expense was recognized on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which was five years. Upon full vesting of the award, which occurred during the three months ended September 30, 2017, previously unrecognized compensation expense was immediately recognized in the period, and will continue to be fully recognized for any changes in fair value, until the Units are settled. Non-cash stock compensation expense related to the Units is reflected in general and administrative expense in the accompanying consolidated statements of operations. |
Income Taxes | 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. Under U.S. generally accepted accounting principles, 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. |
Segment Reporting | Segment Reporting. Acacia uses the management approach, which designates the internal organization that is used by management for making operating decisions and assessing performance as the basis of Acacia’s reportable segments. Acacia’s patent licensing and enforcement business constitutes its single reportable segment. |
Use of Estimates | Use of Estimates . The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Acacia believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, the valuation of the loan and equity instruments discussed at Note 7 , stock-based compensation expense including the valuation of profits interests, impairment of patent-related intangible assets, the determination of the economic useful life of amortizable intangible assets, income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective or complex judgments. |
Earnings Per Share | Income (Loss) Per Share. The Company computes net income (loss) attributable to common stockholders using the two-class method required for capital structures that include participating securities. Under the two-class method, securities that participate in non-forfeitable dividends, such as the Company’s outstanding unvested restricted stock, are considered “participating securities.” In applying the two-class method, (i) basic net income (loss) per share is computed by dividing net income (loss) (less any dividends paid on participating securities) by the weighted average number of shares of common stock and participating securities outstanding for the period and (ii) diluted earnings per share may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated by applying the two-class method and the treasury stock method to the assumed exercise or vesting of potentially dilutive common shares. The method yielding the more dilutive result is ultimately reported for the applicable period. Potentially dilutive common stock equivalents primarily consist of employee stock options, and restricted stock units for calculations utilizing the two-class method, and also include unvested restricted stock, when utilizing the treasury method. The following table presents the weighted-average number of common shares outstanding used in the calculation of basic and diluted income per share: 2017 2016 2015 Numerator (in thousands): Basic and Diluted Net income (loss) attributable to Acacia Research Corporation $ 22,180 $ (54,067 ) $ (160,036 ) Undistributed earnings allocated to participating securities (33 ) — — Total dividends declared / paid — — (25,434 ) Dividends attributable to common stockholders — — 24,740 Net income (loss) attributable to common stockholders – basic and diluted $ 22,147 $ (54,067 ) $ (160,730 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders – basic 50,495,119 50,075,847 49,505,817 Effect of potentially dilutive securities: Common stock options and restricted stock units 196,893 — — Weighted-average shares used in computing net income (loss) per share attributable to common stockholders – diluted 50,692,012 50,075,847 49,505,817 Basic and diluted net loss per common share $ 0.44 $ (1.08 ) $ (3.25 ) Anti-dilutive equity-based incentive awards excluded from the computation of diluted loss per share 4,425,187 3,682,532 71,468 |
Treasury Stock [Policy Text Block] | 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 on the consolidated balance sheets. |
Recently Adopted Accounting Policies | Recent Accounting Pronouncements - Not Yet Adopted. In May 2014, the FASB issued a new accounting standards update addressing revenue from contracts with customers, which clarifies existing accounting literature relating to how and when a company recognizes revenue. Under the standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In doing so, the Company may be required to use more judgment and make more estimates in connection with the accounting for revenue contracts with customers than under existing guidance. 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 or usage based royalties. Under the standard, (i) an entity should account for a promise to provide a customer with a right to access the entity’s intellectual property as a performance obligation satisfied over time because the customer will simultaneously receive and consume the benefit from the entity’s performance of providing access to its intellectual property as the performance occurs, and (ii) an entity’s promise to provide a customer with the right to use its intellectual property is satisfied at a point in time. In addition, revenues from contracts with significant financing components should be recognized at an amount that reflects the price that a customer would have paid if the customer had paid cash for the goods or services when they transfer to the customer (i.e. adjustment for the time value of money). For sales and usage based royalties, the new standard requires that the Company include 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. The amendments for this new accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2017, and are to be applied retrospectively or via the cumulative effect as of the date of adoption, with early application not permitted. The Company expects to use the modified retrospective method of adoption and will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings in the period of initial application (first quarter of 2018 for Acacia). Comparative prior year periods would not be adjusted. The preliminary estimate of the cumulative effect of initially applying the new revenue standard is an decrease to beginning accumulated deficit of $3.0 million , primarily relating to financing components of contracts executed in prior periods and estimates of variable consideration for sales and usage based royalty agreements executed in prior periods. Management continues to assess the impact of this new standard on the Company’s consolidated financial statements and related disclosures, including ongoing contract reviews. Preliminary estimates of the adjustment upon initial adoption may change in connection with completion of the Company’s adoption procedures in the first quarter of 2018. In February 2016, the FASB issued an accounting standard update which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. Management is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. In May 2017, the FASB issued amended guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. This amendment is effective prospectively for annual periods beginning on or after December 15, 2017, with early adoption permitted. Management is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. |
Recently adopted accounting policies [Policy Text Block] | Recently Adopted Accounting Pronouncements - Recently Adopted. In March 2016, the FASB issued a new standard that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee’s shares than previously allowed for tax withholding purposes without triggering liability accounting and to make a policy election for forfeitures as they occur. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those years. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Assets as of December 31, 2017: Investment at fair value (Note 7) (1) $ — $ — $ 104,754 Assets as of December 31, 2016: Short-term investments (1) $ 19,443 $ — $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair values of stock options granted during the periods presented were estimated using the Black-Scholes option-pricing model, based on the following weighted-average assumptions: For the Years Ended December 31, 2017 December 31, 2016 Risk-free interest rate 1.77% 1.1% Term 4.37 3.06 Volatility 51% 53% Dividend yield —% —% |
Property and Equipment, Useful Lives | Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets: Furniture and fixtures 3 to 5 years Computer hardware and software 3 to 5 years Leasehold improvements 2 to 5 years (Lesser of lease term or useful life of improvement) |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the weighted-average number of common shares outstanding used in the calculation of basic and diluted income per share: 2017 2016 2015 Numerator (in thousands): Basic and Diluted Net income (loss) attributable to Acacia Research Corporation $ 22,180 $ (54,067 ) $ (160,036 ) Undistributed earnings allocated to participating securities (33 ) — — Total dividends declared / paid — — (25,434 ) Dividends attributable to common stockholders — — 24,740 Net income (loss) attributable to common stockholders – basic and diluted $ 22,147 $ (54,067 ) $ (160,730 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders – basic 50,495,119 50,075,847 49,505,817 Effect of potentially dilutive securities: Common stock options and restricted stock units 196,893 — — Weighted-average shares used in computing net income (loss) per share attributable to common stockholders – diluted 50,692,012 50,075,847 49,505,817 Basic and diluted net loss per common share $ 0.44 $ (1.08 ) $ (3.25 ) Anti-dilutive equity-based incentive awards excluded from the computation of diluted loss per share 4,425,187 3,682,532 71,468 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Short-term Investments [Abstract] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | A reconciliation of the activity for fair value measurements categorized within Level 3 for the year ended December 31, 2017 is as follows (in thousands): Investment at Fair Value Common Stock Warrants Total Opening balance as of January 1, 2017 $ — $ — $ — Total gains and losses included in earnings for the period (1) Gain on conversion of loans and accrued interest 2,671 — 2,671 Gain on exercise of Primary Warrant — 4,616 4,616 Change in fair value of investment, net 33,922 8,317 42,239 Purchases, issues, sales and settlements Purchases and issues (2) 54,202 1,026 55,228 Total recurring fair value measurements (1) $ 90,795 $ 13,959 $ 104,754 |
Short-term Investments | Short-term investments for the periods presented were comprised of the following (in thousands): December 31, 2016 Security Type Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government fixed income securities $ 19,403 $ 40 $ — $ 19,443 |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accounts Payable and Accrued Expenses / Costs | Accounts payable and accrued expenses consist of the following at December 31, 2017 and 2016 (in thousands): 2017 2016 Payroll and other employee benefits $ 465 $ 1,593 Accrued vacation 294 533 Accrued legal expenses - patent 5,479 6,564 Foreign taxes payable 15 3,150 Accrued consulting and other professional fees 1,364 1,967 Other accrued liabilities 339 476 $ 7,956 $ 14,283 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Patents [Abstract] | |
Patents | The gross carrying amounts and accumulated amortization related to investments in intangible assets as of December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Gross carrying amount - patents $ 444,137 $ 444,362 Accumulated amortization - patents (1) (382,220 ) (358,043 ) Patents, net $ 61,917 $ 86,319 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block] | For the period from the IPO on May 17, 2017 to December 31, 2017 , the accompanying consolidated statements of operations reflected the following (in thousands): 2017 Gain on conversion of loans and accrued interest (1) $ 2,671 Gain on exercise of warrant (2) 4,616 Change in fair value of investment, warrants 8,317 Change in fair value of investment, common stock 33,922 Net unrealized gain on investment at fair value $ 49,526 |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Summarized financial information for Veritone, presented on a three month lag basis, is as follows (in thousands, except per share amounts): Nine Months Ended September 30, 2017 (Unaudited) Revenues $ 10,914 Gross profit 10,090 Operating expenses 44,024 Other income (expense), net (12,872 ) Net loss attributable to common stockholders (51,281 ) Net loss per share attributable to common stockholders - basic and diluted $ (5.94 ) September 30, Current assets $ 78,509 Noncurrent assets 1,173 Total Assets $ 79,682 Current liabilities $ 31,836 Noncurrent liabilities 14 Total liabilities 31,850 Preferred stock — Total stockholders’ equity (deficit) 47,832 Total liabilities, preferred stock and stockholders’ equity $ 79,682 |
Schedule of Assumptions Used [Table Text Block] | he DLOM for the Veritone common stock and warrants was estimated utilizing a Finnerty model with the following results and assumptions: Veritone Common Stock Veritone Warrants IPO Date December 31, 2017 IPO Date December 31, 2017 Estimated DLOM applied 5.7% 5% 5.7% 10% Volatility assumptions 35% 37% 35% 72 % - 87% Term assumptions 6 months 2 months 6 months 5 months |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Acacia’s provision for income taxes for the fiscal periods presented consisted of the following (in thousands): 2017 2016 2015 Current: Federal $ — $ — $ — State 90 262 379 Foreign 2,865 17,926 4,421 Total current 2,955 18,188 4,800 Deferred: Federal — — — State — — — Total deferred — — — Provision for income taxes $ 2,955 $ 18,188 $ 4,800 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consist of the following at December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred tax assets: Net operating loss and capital loss carryforwards and credits $ 90,871 $ 83,323 Stock compensation 2,635 2,416 Fixed assets and intangibles 6,197 14,343 Basis of investments in affiliates 984 2,195 Accrued liabilities and other 167 422 State taxes 35 90 Total deferred tax assets 100,889 102,789 Valuation allowance (90,278 ) (102,627 ) Total deferred tax assets, net of valuation allowance 10,611 162 Deferred tax liabilities: Unrealized gain on investments held at fair value (10,587 ) — Other (24 ) (162 ) Total deferred tax liabilities (10,611 ) (162 ) Net deferred tax assets (liabilities) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory income tax rate and the effective income tax rate is as follows: 2017 2016 2015 Statutory federal tax rate - (benefit) expense 35 % (35 )% (35 )% State income and foreign taxes, net of federal tax effect 8 % 50 % 3 % Foreign tax credit — % (49 )% (3 )% Noncontrolling interests in operating subsidiaries 1 % 1 % (1 )% Goodwill — % — % 7 % Nondeductible permanent items 3 % — % — % Expired capital loss carryforwards — % — % 1 % Change in tax rate 102 % — % — % Valuation allowance (137 )% 83 % 31 % 12 % 50 % 3 % |
Stock-Based Incentive Plans (Ta
Stock-Based Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of Other Share-based Compensation, Activity [Table Text Block] | Compensation expense for the periods presented was comprised of the following: 2017 2016 2015 Restricted stock awards with time-based service conditions $ 1,025 $ 4,071 $ 10,575 Restricted stock unit awards with time-based service conditions 161 320 473 Restricted stock awards with performance-based vesting conditions 121 197 — Stock options with time-based service vesting conditions 2,165 1,316 — Stock options with market-based vesting conditions 2,372 3,158 — Stock options with performance-based vesting conditions — — — Profits interests units 3,041 — — Total compensation expense $ 8,885 $ 9,062 $ 11,048 |
Share-based Compensation Arrangement by Share-based Payment Award, Grants in Period [Text Block] | Stock-based award grant activity for the periods presented was as follows: 2017 2016 Shares Aggregate fair value (in thousands) Shares Aggregate fair value (in thousands) Restricted stock awards with performance-based vesting conditions — $ — 138,000 $ 431 Stock options with time-based service vesting conditions 1,368,000 2,930 3,434,000 5,704 Stock options with market-based vesting conditions — — 2,250,000 5,530 Stock options with performance-based vesting conditions — — 200,000 487 Total incentive awards granted 1,368,000 $ 2,930 6,022,000 $ 12,152 |
Stock Options Activity | The following table summarizes stock option activity for the Plans for the year ended December 31, 2017 : Weighted-Average Options Exercise Price Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 5,596,000 $ 4.93 Granted 1,368,000 $ 5.52 Exercised (208,000 ) $ 3.57 Expired/forfeited (926,000 ) $ 4.90 Outstanding at December 31, 2017 5,830,000 $ 5.13 5.8 years $ 856,000 Vested 1,959,000 $ 4.84 5.8 years $ 434,000 Exercisable at December 31, 2017 1,959,000 $ 4.84 5.8 years $ 434,000 |
Nonvested Restricted Stock Activity | The following table summarizes nonvested restricted share activity for the year ended December 31, 2017 : Nonvested Restricted Shares Weighted Average Grant Date Fair Value Nonvested restricted stock at December 31, 2016 333,000 $ 8.9 Granted — $ — Vested (120,000 ) $ 12.95 Canceled (90,000 ) $ 9.10 Nonvested restricted stock at December 31, 2017 123,000 $ 4.77 |
Restricted Stock Units Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2017 : Restricted Stock Units Weighted Average Grant Date Fair Value Nonvested restricted stock units outstanding at December 31, 2016 14,000 $ 16.27 Vested (12,000 ) $ 16.18 Nonvested restricted stock units outstanding at December 31, 2017 2,000 $ 16.72 Vested restricted stock units outstanding at December 31, 2017 60,000 $ 15.38 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum annual rental commitments for operating leases of continuing operations having initial or remaining noncancellable lease terms in excess of one year are as follows (in thousands): Years ending December 31, 2018 $ 1,213 2019 1,369 2020 16 Total minimum lease payments $ 2,598 |
Net assets of IP Fund [Table Text Block] | At December 31, 2017 and 2016 , the Acacia IP Fund net assets and net income (loss) were primarily comprised of the following (in thousands): 2017 2016 Cash and other assets $ 986 $ 1,118 Investments - noncurrent 1,905 2,933 Total assets $ 2,891 $ 4,051 Accrued expenses and contributions $ 2,567 $ 2,394 Net assets $ 324 $ 1,657 2017 2016 Revenues $ — $ 16 Operating expenses 390 572 Loss from operations (390 ) (556 ) Net loss in equity method investments (943 ) (1,013 ) Net loss $ (1,333 ) $ (1,569 ) |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
QUARTERLY FINANCIAL DATA (unaudited) [Abstract] | |
Quarterly Financial Data | The following table sets forth unaudited consolidated statements of operations data for the eight quarters in the period ended December 31, 2017 . This information has been derived from Acacia’s unaudited condensed consolidated financial statements that have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the information when read in conjunction with the audited consolidated financial statements and related notes thereto. Acacia’s quarterly results have been, and may in the future be, subject to significant fluctuations. As a result, Acacia believes that results of operations for interim periods should not be relied upon as any indication of the results to be expected in any future periods. Quarter Ended Mar. 31, Jun. 30, Sept. 30, Dec. 31, Mar. 31, Jun. 30, Sept. 30, Dec. 31, 2017 2017 2017 2017 2016 2016 2016 2016 (Unaudited, in thousands, except share and per share information) Revenues $ 8,854 $ 16,457 $ 36,633 $ 3,458 $ 24,721 $ 41,351 $ 64,658 $ 21,969 Operating costs and expenses: Cost of revenues: Inventor royalties 666 4,273 — 13 1,573 — 17,844 3,313 Contingent legal fees 627 3,236 12,173 646 4,109 10,418 7,709 4,238 Litigation and licensing expenses - patents 6,386 4,134 4,073 3,626 7,723 7,324 7,348 5,463 Amortization of patents 5,515 5,571 5,625 5,443 10,760 10,759 6,467 6,222 General and administrative expenses (including non-cash stock compensation expense) 6,916 6,734 12,715 (335 ) 7,994 7,535 8,334 9,056 Other expenses - business development 320 433 241 195 522 1,334 666 557 Impairment of patent-related intangible assets — — 2,248 — — 40,165 — 2,175 Other — — — 1,200 1,742 (1,242 ) — — Total operating costs and expenses 20,430 24,381 37,075 10,788 34,423 76,293 48,368 31,024 Operating income (loss) (11,576 ) (7,924 ) (442 ) (7,330 ) (9,702 ) (34,942 ) 16,290 (9,055 ) Total other income (expense) 696 (4,862 ) 159,027 (102,950 ) (3 ) (52 ) 261 592 Income (loss) before (provision for) benefit from income taxes (10,880 ) (12,786 ) 158,585 (110,280 ) (9,705 ) (34,994 ) 16,551 (8,463 ) Provision for income taxes (1,241 ) (1,478 ) (216 ) (20 ) (192 ) (5,927 ) (9,655 ) (2,414 ) Net income (loss) including noncontrolling interests (12,121 ) (14,264 ) 158,369 (110,300 ) (9,897 ) (40,921 ) 6,896 (10,877 ) Net (income) loss attributable to noncontrolling interests in subsidiaries 291 12 96 97 (68 ) 348 186 266 Net income (loss) attributable to Acacia Research Corporation $ (11,830 ) $ (14,252 ) $ 158,465 $ (110,203 ) $ (9,965 ) $ (40,573 ) $ 7,082 $ (10,611 ) Net income (loss) per common share attributable to Acacia Research Corporation: Basic and diluted income (loss) per share $ (0.24 ) $ (0.28 ) $ 3.13 $ (2.18 ) $ (0.20 ) $ (0.81 ) $ 0.14 $ (0.21 ) Weighted-average number of shares outstanding, basic 50,333,056 50,499,948 50,554,234 50,590,460 49,925,550 50,015,869 50,124,302 50,237,784 Weighted-average number of shares outstanding, diluted 50,333,056 50,499,948 50,599,974 50,590,460 49,925,550 50,015,869 50,618,757 50,237,784 |
Description of Business (Detail
Description of Business (Details) - patents | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Description of Business [Line Items] | ||||
Number of patent portfolios acquired | 1 | 2 | 3 | 6 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 3,000,000 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 104,754,000 | $ 0 | ||
Investments at fair value | 104,754,000 | 0 | ||
Short-term investments | $ 0 | $ 19,443,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | 1.00% | ||
Fair Value Assumptions, Expected Term | 4 years 135 days | 3 years 22 days | ||
Lag time in recognizing revenues from licensee's quarter | 3 months | |||
Fair Value Assumptions, Weighted Average Volatility Rate | 51.00% | 53.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Expected Dividend | $ 0 | $ 0 | ||
Gain on Conversion of Loan and Accrued Interest | 2,671,000 | 0 | $ 0 | |
Gain on exercise of Primary Warrant | 4,616,000 | 0 | 0 | |
Change in fair value of investment | 42,239,000 | 0 | $ 0 | |
Investment at Fair Value Purchases and Issues | $ 55,228,000 | |||
Minimum [Member] | ||||
Period after quarter end licensees report activity | 30 days | |||
Patents, useful life | 1 year | |||
Maximum [Member] | ||||
Period after quarter end licensees report activity | 45 days | |||
Patents, useful life | 6 years | |||
Fair Value, Inputs, Level 2 [Member] | ||||
Investments at fair value | $ 0 | |||
Short-term investments | 0 | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Investments at fair value | 0 | |||
Short-term investments | 104,754,000 | |||
Fair Value, Inputs, Level 1 [Member] | ||||
Investments at fair value | 19,443,000 | |||
Short-term investments | 0 | |||
Warrant [Member] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 13,959,000 | 0 | ||
Gain on Conversion of Loan and Accrued Interest | 0 | |||
Gain on exercise of Primary Warrant | (4,616,000) | |||
Change in fair value of investment | 8,317,000 | |||
Investment at Fair Value Purchases and Issues | 1,026,000 | |||
Common Stock [Member] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 90,795,000 | $ 0 | ||
Gain on Conversion of Loan and Accrued Interest | 2,671,000 | |||
Gain on exercise of Primary Warrant | 0 | |||
Change in fair value of investment | 33,922,000 | |||
Investment at Fair Value Purchases and Issues | $ 54,202,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies Concentrations (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Licensee 1 [Member] | Revenue, Rights Granted [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 54.00% | 26.00% | 24.00% |
Licensee 1 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100.00% | 39.00% | |
Licensee 2 [Member] | Revenue, Rights Granted [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 21.00% | 23.00% | 20.00% |
Licensee 2 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | ||
Licensee 3 [Member] | Revenue, Rights Granted [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 11.00% | 16.00% |
Licensee 3 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
Licensee 4 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Licensees in foreign jurisdictions [Member] | Revenue, Rights Granted [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 39.00% | 79.00% | 49.00% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful lives, years | 3 |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful lives, years | 5 |
Computer Hardware and Software [Member] | Minimum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful lives, years | 3 |
Computer Hardware and Software [Member] | Maximum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful lives, years | 5 |
Leasehold Improvements [Member] | Minimum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful lives, years | 2 |
Leasehold Improvements [Member] | Maximum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful lives, years | 5 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||||||||||
Net income (loss) attributable to Acacia Research Corporation | $ (110,203) | $ 158,465 | $ (14,252) | $ (11,830) | $ (10,611) | $ 7,082 | $ (40,573) | $ (9,965) | $ 22,180 | $ (54,067) | $ (160,036) |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 33 | 0 | 0 | ||||||||
Payments of Dividends | 0 | 0 | (25,434) | ||||||||
Dividends attributable to common stockholders under the two class method | 0 | 0 | 24,740 | ||||||||
Net Loss Available to Common Stockholders, Basic and Diluted | $ 22,147 | $ (54,067) | $ (160,730) | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 50,495,119 | 50,075,847 | 49,505,817 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 196,893 | 0 | 0 | ||||||||
Weighted Average Number of Shares Outstanding, Diluted | 50,590,460 | 50,599,974 | 50,499,948 | 50,333,056 | 50,237,784 | 50,618,757 | 50,015,869 | 49,925,550 | 50,692,012 | 50,075,847 | 49,505,817 |
Earnings Per Share, Basic and Diluted | $ (2.18) | $ 3.13 | $ (0.28) | $ (0.24) | $ (0.21) | $ 0.14 | $ (0.81) | $ (0.20) | $ 0.44 | $ (1.08) | $ (3.25) |
Anti-dilutive equity-based incentive awards excluded from the computation of diluted income (loss) per share | 4,425,187 | 3,682,532 | 71,468 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | $ 19,403,000 | |
Available-for-sale securities, gross unrealized gains | 40,000 | |
Available-for-sale securities, gross unrealized losses | 0 | |
Available-for-sale securities, fair value | $ 19,443,000 | |
Investment Maturity Date | Dec. 31, 2017 | |
Available-for-sale Securities, Gross Realized Losses | $ 617,000 | |
Proceeds from Sale and Maturity of Marketable Securities | $ 43,232,000 | $ 82,115,000 |
Short-term Investments Marketab
Short-term Investments Marketable Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Schedule of Available-for-sale Securities [Line Items] | |
Available-for-sale Securities, Amortized Cost Basis | $ 19,403 |
Available-for-sale Securities, Gross Unrealized Gain | 40 |
Available-for-sale Securities, Gross Unrealized Loss | 0 |
Available-for-sale Securities | $ 19,443 |
Accounts Payable and Accrued 41
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Payroll and other employee benefits | $ 465 | $ 1,593 |
Accrued vacation | 294 | 533 |
Accrued legal expenses - patent | 5,479 | 6,564 |
Foreign taxes payable | 15 | 3,150 |
Accrued consulting and other professional fees | 1,364 | 1,967 |
Other accrued liabilities | 339 | 476 |
Accounts payable and accrued expenses | $ 7,956 | $ 14,283 |
Patents (Details)
Patents (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Patents [Line Items] | |||||||||||
Patents, net | $ 61,917 | $ 86,319 | $ 61,917 | $ 86,319 | |||||||
Patents, weighted average useful life | 4 years | ||||||||||
Payments to acquire intangible assets | $ 0 | 1,225 | $ 19,504 | ||||||||
Impairment of Patent-Related Intangible Assets | 0 | $ 2,248 | $ 0 | $ 0 | 2,175 | $ 0 | $ 40,165 | $ 0 | $ 2,248 | 42,340 | $ 74,731 |
Minimum [Member] | |||||||||||
Patents [Line Items] | |||||||||||
Patents, useful life | 1 year | ||||||||||
Acquired Finite Lived Intangible Asset, Useful Life | 2 years | ||||||||||
Maximum [Member] | |||||||||||
Patents [Line Items] | |||||||||||
Patents, useful life | 6 years | ||||||||||
Acquired Finite Lived Intangible Asset, Useful Life | 7 years | ||||||||||
Patents [Member] | |||||||||||
Patents [Line Items] | |||||||||||
Gross carrying amount - patents | 444,137 | 444,362 | $ 444,137 | 444,362 | |||||||
Accumulated amortization - patents | 382,220 | 358,043 | 382,220 | 358,043 | |||||||
Patents, net | $ 61,917 | $ 86,319 | $ 61,917 | $ 86,319 | |||||||
Patents [Member] | Minimum [Member] | |||||||||||
Patents [Line Items] | |||||||||||
Patents, useful life | 1 year | ||||||||||
Patents [Member] | Maximum [Member] | |||||||||||
Patents [Line Items] | |||||||||||
Patents, useful life | 6 years |
Patents Future Amortization Exp
Patents Future Amortization Expense (Details) | Dec. 31, 2017USD ($) |
Patents [Abstract] | |
2,018 | $ 20,542,000 |
2,019 | 18,527,000 |
2,020 | 6,134,000 |
2,021 | 5,261,000 |
2,022 | 5,256,000 |
After Year Five | $ 6,197,000 |
Goodwill Impairment Charges (De
Goodwill Impairment Charges (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 02, 2015 | |
Goodwill and Patent Impairment Charges [Abstract] | ||||
Goodwill | $ 30,100 | |||
Share Price | $ 4.29 | $ 16.72 | ||
Estimated Fair Value of the Reporting Unit | $ 252,000 | |||
Estimated Carrying Value of Reporting Unit, Market Capitalization Plus Cost Synergies Approach | 344,300 | |||
Assets | $ 308,768 | $ 296,003 | ||
Impairment of Goodwill | $ 0 | $ 0 | $ 30,149 |
Goodwill Impairment Charges Det
Goodwill Impairment Charges Details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 30,149 |
Investments (Details)
Investments (Details) - USD ($) | May 17, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 14, 2017 | Aug. 15, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Income (Loss) from Equity Method Investments | $ (220,000) | $ 0 | $ 0 | ||||||||||||
Cash Paid for Investment | 2,250,000 | ||||||||||||||
Assets, Current | $ 139,695,000 | $ 188,490,000 | 139,695,000 | 188,490,000 | |||||||||||
Revenues | $ 3,458,000 | $ 36,633,000 | $ 16,457,000 | $ 8,854,000 | 21,969,000 | $ 64,658,000 | $ 41,351,000 | $ 24,721,000 | |||||||
Gain on Conversion of Loan and Accrued Interest | 2,671,000 | 0 | 0 | ||||||||||||
Gain on exercise of Primary Warrant | 4,616,000 | 0 | 0 | ||||||||||||
Change in fair value of investment | $ 42,239,000 | 0 | 0 | ||||||||||||
Percentage of ownership, Veritone | 20.00% | 23.00% | 23.00% | ||||||||||||
First Loan Warrant | $ 700,000 | ||||||||||||||
Time-sharing Transactions, Stated Interest Rate for Notes Receivable | 6.00% | ||||||||||||||
Maximum Investment in Veritone | $ 50,000,000 | ||||||||||||||
Secured Promissory Note Advance | 10,000,000 | ||||||||||||||
Veritone Primary Warrant | 50,000,000 | ||||||||||||||
Secured Convertible Promissory Note | $ 20,000,000 | ||||||||||||||
Unamortized loan discount | $ 1,700,000 | ||||||||||||||
Investment Income, Interest | $ 1,605,000 | 798,000 | $ (56,000) | ||||||||||||
Loan receivable and accrued interest | $ 20,700,000 | $ 0 | 18,616,000 | 0 | 18,616,000 | ||||||||||
Investment warrants | 0 | 1,960,000 | 0 | 1,960,000 | |||||||||||
Accretion (Amortization) of Discounts and Premiums, Investments | 630,000 | ||||||||||||||
Loss on fair value investment net | 49,526,000 | ||||||||||||||
Assets | 308,768,000 | 296,003,000 | 308,768,000 | 296,003,000 | |||||||||||
Liabilities, Current | 9,557,000 | 28,191,000 | 9,557,000 | 28,191,000 | |||||||||||
Liabilities | 13,109,000 | 28,560,000 | 13,109,000 | 28,560,000 | |||||||||||
Stockholders' Equity Attributable to Parent | $ 294,301,000 | $ 265,589,000 | $ 294,301,000 | $ 265,589,000 | |||||||||||
Common stock, shares outstanding | 50,639,926 | 50,476,042 | 50,639,926 | 50,476,042 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 13.6088 | ||||||||||||||
Cash paid for primary warrant exercise | $ 29,300,000 | ||||||||||||||
10% Warrant | 809,400 | ||||||||||||||
Bridge Loan | $ 4,000,000 | $ 4,000,000 | |||||||||||||
Bridge loan stated interest rate | 8.00% | ||||||||||||||
Veritone Bridge Loan Advance 1 | $ 1,000,000 | ||||||||||||||
Veritone Bridge Loan Advance 3 and 4 | $ 2,000,000 | ||||||||||||||
Upfront Shares | 60,000 | ||||||||||||||
Bridge Installment Shares | 90,000 | ||||||||||||||
Bridge Warrant Share | 157,000 | ||||||||||||||
Investments at fair value | $ 104,754,000 | $ 0 | $ 104,754,000 | $ 0 | |||||||||||
Equity Method Investment, Ownership Percentage | 23.00% | 23.00% | |||||||||||||
Maximum [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 53.00% | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 50.00% | ||||||||||||||
Fair Value Inputs, Probability of Default | 75.00% | ||||||||||||||
Fair value inputs recovery | 100.00% | ||||||||||||||
Minimum [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 9.00% | ||||||||||||||
Monte Carlo [Member] | Minimum [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 40.00% | ||||||||||||||
Fair Value Inputs, Discount for Lack of Marketability | 7.00% | ||||||||||||||
Fair Value Inputs, Probability of Default | 25.00% | ||||||||||||||
Finnerty - Common Stock [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 35.00% | 37.00% | |||||||||||||
Fair Value Inputs, Discount for Lack of Marketability | 6.00% | 5.00% | |||||||||||||
Fair Value Assumptions, Expected Term | 6 months | 2 months | |||||||||||||
Finnerty - Warrants [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 35.00% | ||||||||||||||
Fair Value Inputs, Discount for Lack of Marketability | 6.00% | 10.00% | |||||||||||||
Fair Value Assumptions, Expected Term | 6 months | 5 months | |||||||||||||
Finnerty - Warrants [Member] | Maximum [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 87.00% | ||||||||||||||
Finnerty - Warrants [Member] | Minimum [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 72.00% | ||||||||||||||
Black Scholes [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Dividend Payments | $ 0 | ||||||||||||||
Black Scholes [Member] | Maximum [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.37% | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 55.00% | ||||||||||||||
Fair Value Assumptions, Expected Term | 9 years | ||||||||||||||
Black Scholes [Member] | Minimum [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.94% | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 45.00% | ||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||
Veritone [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Assets, Current | 78,509,000 | $ 78,509,000 | |||||||||||||
Revenues | 10,914,000 | ||||||||||||||
Investment Income, Interest | $ 1,100,000 | ||||||||||||||
Gross Profit | 10,090,000 | ||||||||||||||
Operating Expenses | 44,024,000 | ||||||||||||||
Other Operating Income (Expense), Net | (12,872,000) | ||||||||||||||
Net Income (Loss) Available to Common Stockholders, Diluted | $ (51,281,000) | ||||||||||||||
Basic and diluted loss per common share | $ (5,940) | ||||||||||||||
Assets, Noncurrent | 1,173,000 | $ 1,173,000 | |||||||||||||
Assets | 79,682,000 | 79,682,000 | |||||||||||||
Liabilities, Current | 31,836,000 | 31,836,000 | |||||||||||||
Liabilities, Noncurrent | 14,000 | 14,000 | |||||||||||||
Liabilities | 31,850,000 | 31,850,000 | |||||||||||||
Preferred Stock, Value, Outstanding | 0 | 0 | |||||||||||||
Stockholders' Equity Attributable to Parent | 47,832,000 | 47,832,000 | |||||||||||||
Total liabilities, preferred stock and stockholders' equity | $ 79,682,000 | $ 79,682,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Investment Owned, Balance, Shares | 4,119,521 | 4,119,521 | |||||||||||||
Investments at fair value | $ 90,795,000 | $ 90,795,000 | |||||||||||||
Warrant [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Investment Owned, Balance, Shares | 1,120,432 | 1,120,432 | |||||||||||||
Investments at fair value | $ 13,959,000 | $ 13,959,000 | |||||||||||||
Veritone Loans [Member] | Veritone [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Common stock, shares outstanding | 1,523,746 | ||||||||||||||
Primary warrant [Member] | Veritone [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Common stock, shares outstanding | 2,150,335 | ||||||||||||||
Bridge Loan [Member] | Veritone [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Common stock, shares outstanding | 295,440 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Gain on Conversion of Loan and Accrued Interest | 0 | ||||||||||||||
Gain on exercise of Primary Warrant | (4,616,000) | ||||||||||||||
Change in fair value of investment | 8,317,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||
Gain on Conversion of Loan and Accrued Interest | 2,671,000 | ||||||||||||||
Gain on exercise of Primary Warrant | 0 | ||||||||||||||
Change in fair value of investment | $ 33,922,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 16, 2017 | Jan. 02, 2015 | |
Stockholders Equity [Line Items] | |||||
Dividends declared, per share | $ 0.50 | ||||
Common stock dividends declared, quarterly | $ 0.125 | ||||
Payments of Dividends | $ 0 | $ 0 | $ 25,434,000 | ||
Beneficial Ownership Percentage Limit | 4.90% | 60.00% | |||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding | $ 0 | $ 0 | |||
Share Price | $ 4.29 | $ 16.72 | |||
Share Repurchase Program [Domain] | |||||
Stockholders Equity [Line Items] | |||||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding | $ 0.001 | ||||
Share Price | $ 15 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Operating loss carryforwards, federal | $ 180,621,000 | ||
Operating loss carryforwards, state | 17,850,000 | ||
Deferred tax assets, valuation allowance | 90,278,000 | $ 102,627,000 | |
Federal NOL annual utilization limit | 14,100,000 | ||
Deferred Tax Asset, Operating and Capital Loss Carryforwards and Credits | 90,871,000 | $ 83,323,000 | |
Foreign tax credits, additional paid in capital benefit | $ 51,126,000 | ||
Effective Income Tax Rate Reconciliation, Percent | 12.00% | 50.00% | 3.00% |
Effective tax rate excluding valuation allowance | 47.00% | (33.00%) | (28.00%) |
Deferred Tax Liabilities, Other | $ 10,587,000 | ||
Federal Deferred Tax Asset, Impact of ASU 2016-09 | 21,350,000 | ||
Deferred Tax Assets, Gross | 100,889,000 | $ 102,789,000 | |
Deferred Tax Assets, State Taxes | 1,559,000 | ||
Unrecognized tax benefits | 808,000 | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 0.21 | ||
Deferred Tax Asset, Revaluation | 25,261,000 | ||
Domestic Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Net operating losses included in deferred tax assets | 2,804,000 | ||
Capital Loss Carryforward Related to Business Acquisition [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 26,326,000 |
Income Taxes Provision for Taxe
Income Taxes Provision for Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State taxes | 90 | 262 | 379 | ||||||||
Foreign taxes | 2,865 | 17,926 | 4,421 | ||||||||
Total current | 2,955 | 18,188 | 4,800 | ||||||||
Deferred: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State taxes | 0 | 0 | 0 | ||||||||
Total deferred | 0 | 0 | 0 | ||||||||
(Provision) benefit for income taxes | $ 20 | $ 216 | $ 1,478 | $ 1,241 | $ 2,414 | $ 9,655 | $ 5,927 | $ 192 | $ 2,955 | $ 18,188 | $ 4,800 |
Income Taxes Deferred Taxes (De
Income Taxes Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Deferred Tax Asset, Operating and Capital Loss Carryforwards and Credits | $ 90,871 | $ 83,323 |
Stock compensation | 2,635 | 2,416 |
Deferred tax assets intangibles and fixed assets | 6,197 | 14,343 |
Basis of investments in affiliates | 984 | 2,195 |
Accrued liabilities and other | 167 | 422 |
Deferred Tax Assets, State Taxes | 35 | 90 |
Total deferred tax assets | 100,889 | 102,789 |
Deferred tax liabilities: | ||
Fixed assets and intangibles | (10,587) | 0 |
Other | (24) | (162) |
Deferred Tax Liabilities, Gross | (10,611) | (162) |
Net deferred tax liabilities | 0 | 0 |
Less: valuation allowance | (90,278) | (102,627) |
Net deferred taxes | $ 10,611 | $ 162 |
Income Taxes Income Tax Rate (D
Income Taxes Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation goodwill | 0.00% | 0.00% | 7.00% |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Statutory federal tax rate | 35.00% | (35.00%) | (35.00%) |
State income and foreign taxes, net of federal tax effect | 8.00% | 50.00% | 3.00% |
Foreign tax credit | 0.00% | (49.00%) | (3.00%) |
Noncontrolling interests in operating subsidiaries | 1.00% | 1.00% | (1.00%) |
Non deductible permanent items | 3.00% | 0.00% | 0.00% |
Expired net operating loss carryforwards | 0.00% | 0.00% | 1.00% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 102.00% | (0.00%) | (0.00%) |
Valuation allowance | (137.00%) | 83.00% | 31.00% |
Total | 12.00% | 50.00% | 3.00% |
Stock-Based Incentive Plans (De
Stock-Based Incentive Plans (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 16, 2017 | Apr. 26, 2016 | Jan. 02, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2,009,000 | $ 2,342,000 | |||||
Employee Service Share-based Compensation, Awards with market Cond, Compensation Cost Not yet Recognized | 0 | ||||||
Non-cash stock compensation | $ 8,885,000 | $ 9,062,000 | $ 11,048,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 16.72 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested in Period, Fair Value | $ 200,000 | $ 324,000 | 480,000 | ||||
Ownership percent of voting stock | 10.00% | ||||||
Aggregate intrinsic value of options exercised | $ 296,000 | 344,000 | $ 751,000 | ||||
Weighted average grant date fair value of restricted stock granted | $ 0 | ||||||
Number of shares of common stock reserved for issuance | 7,279,000 | ||||||
Beneficial Ownership Percentage Limit | 4.90% | 60.00% | |||||
Fair Value of Profits Interest | $ 3,041,000 | $ 722,000 | |||||
Share Price | $ 4.29 | $ 16.72 | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Total unrecognized compensation expense for nonvested awards | $ 3,654,000 | ||||||
Weighted average period over which unrecognized compensation expense will be recognized | 2 years | ||||||
Restricted stock awards with time based vesting conditions [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-cash stock compensation | $ 1,025,000 | $ 4,071,000 | $ 10,575,000 | ||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Weighted average grant date fair value of restricted stock granted | $ 3.12 | $ 12.83 | |||||
Aggregate fair value of restricted stock vested | 1,560,000 | $ 5,243,000 | $ 11,494,000 | ||||
Total unrecognized compensation expense for nonvested awards | $ 53,000 | ||||||
Weighted average period over which unrecognized compensation expense will be recognized | 2 months | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Total unrecognized compensation expense for nonvested awards | $ 1,000 | ||||||
Weighted average period over which unrecognized compensation expense will be recognized | 1 month | ||||||
Restricted stock unit awards with time-based vesting conditions [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-cash stock compensation | $ 161,000 | 320,000 | 473,000 | ||||
Restricted stock unit awards with performance based vesting conditions [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-cash stock compensation | 121,000 | 197,000 | 0 | ||||
Stock options with time-based vesting conditions [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-cash stock compensation | 2,165,000 | 1,316,000 | 0 | ||||
Stock options with market-based vesting conditions [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-cash stock compensation | 2,372,000 | 3,158,000 | 0 | ||||
Stock options with performance-based vesting conditions [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-cash stock compensation | 0 | 0 | 0 | ||||
Deferred Profit Sharing [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Non-cash stock compensation | $ 3,041,000 | $ 0 | $ 0 | ||||
2007 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Number of shares available for grant | 0 | ||||||
2016 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Aggregate shares available for issuance | 4,500,000 | ||||||
Number of shares available for grant | 727,000 | ||||||
Discretionary Option Grant Program [Member] | Nonstatutory Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Percentage of fair market value on grant date, minimum exercise price | 85.00% | ||||||
Stock Issuance Program [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Percentage of fair market value on grant date, minimum exercise price | 100.00% | ||||||
2013 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Aggregate shares available for issuance | 4,750,000 | ||||||
Number of shares available for grant | 660,000 | ||||||
2013 Stock Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Number of shares available for grant | 625,390 | ||||||
Less than 10% [Member] | Discretionary Option Grant Program [Member] | Incentive Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Percentage of fair market value on grant date, minimum exercise price | 100.00% | ||||||
10% or More [Member] | Discretionary Option Grant Program [Member] | Incentive Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Percentage of fair market value on grant date, minimum exercise price | 110.00% | ||||||
Geometric Brownian Motion [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Fair Value Assumptions, Expected Term | 4 years 5 months | ||||||
Fair Value Assumptions, Expected Volatility Rate | 50.00% | ||||||
Finnerty - Profits Interests [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Term specific volatility | 85.00% | ||||||
Fair Value Inputs, Discount for Lack of Marketability | 30.00% | ||||||
Minimum [Member] | Geometric Brownian Motion [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Fair Value Assumptions, Expected Term | 1 year | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.00% | ||||||
Minimum [Member] | Veritone [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Share Price | $ 23.20 | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Fair Value Assumptions, Expected Volatility Rate | 50.00% | ||||||
Maximum [Member] | Geometric Brownian Motion [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Fair Value Assumptions, Expected Term | 10 years | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.00% |
Stock-Based Incentive Plans Sto
Stock-Based Incentive Plans Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,368,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.52 | |
Outstanding at December 31, 2015 | 5,596,000 | |
Exercised | (208,000) | |
Outstanding at December 31, 2016 | 5,830,000 | 5,596,000 |
Vested | 1,959,000 | |
Exercisable at December 31, 2016 | 1,959,000 | |
Outstanding at December 31, 2015, weighted average exercise price | $ 4.93 | |
Exercised, weighted average exercise price | 3.57 | |
Outstanding at December 31, 2016, weighted average exercise price | 5.13 | $ 4.93 |
Vested, weighted average exercise price | 4.84 | |
Exercisable, weighted average exercise price | $ 4.84 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 9 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 5 years 9 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 434,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 9 months | |
Outstanding at December 31, 2016, aggregate, intrinsic value | $ 856,000 | |
Vested, aggregate intrinsic value | 351,000 | |
Exercisable, aggregate intrinsic value | 434,000 | |
Share-based Compensation Arrangment by Share-based Payment Award, Options, Granted, Fair Value | 2,930,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2,009,000 | $ 2,342,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (926,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 4.90 | |
Employee Service Share-based Compensation, Awards with Performance Condiditons, Compensation Cost Not yet Recognized | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |
Unvested Shares with Market Based Vesting Conditions | 1,687,500 | |
Employee Service Share-based Compensation, Awards with market Cond, Compensation Cost Not yet Recognized | $ 0 | |
Performance Based Vesting Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 200,000,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.75 | |
Share-based Compensation Arrangment by Share-based Payment Award, Options, Granted, Fair Value | $ 0 | $ 487,000 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 months | |
Unrecognized Compensation Expense Options | $ 53,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments With Performance Conditions, Nonvested, Number, | 102,000 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | |
Unrecognized Compensation Expense Options | $ 3,654,000 | |
Market Based Vesting Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 2,250,000,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.75 | |
Share-based Compensation Arrangment by Share-based Payment Award, Options, Granted, Fair Value | $ 0 | $ 5,530,000 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market Based Vesting Conditions, price | $ 7 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market Based Vesting Conditions, price | $ 10 |
Stock-Based Incentive Plans Non
Stock-Based Incentive Plans Nonvested Restriced Stock (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Nonvested at December 31, 2015 | 333,000 | ||
Granted | 0 | ||
Vested | (120,000) | ||
Canceled | (90,000) | ||
Nonvested at December 31, 2016 | 123,000 | 333,000 | |
Nonvested, weighted average grant date fair value at December 31, 2015 | $ 8.90 | ||
Granted, weighted average grant date fair value | 0 | ||
Vested, weighted average grant date fair value | 12.95 | ||
Canceled, weighted average grant date fair value | 9.10 | ||
Nonvested, weighted average grant date fair value at December 31, 2016 | $ 4.77 | $ 8.90 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted, weighted average grant date fair value | $ 3.12 | $ 12.83 |
Stock-Based Incentive Plans N55
Stock-Based Incentive Plans Nonvested Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Awards, Restricted Stock Units, Vested Oustanding | 60,000 | |
Share-based Compensation Arrangement Restricted Stock Units, Nonvested | 2,000 | 14,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Nonvested, Weighted Average Grant Date Fair Value | $ 16.72 | $ 16.27 |
Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Grants in Period | (12,000) | |
Granted | 0 | |
Nonvested at December 31, 2016 | 123,000 | 333,000 |
Granted, weighted average grant date fair value | $ 0 | |
Vested, weighted average grant date fair value | 16.18 | |
Nonvested, weighted average grant date fair value at December 31, 2016 | 4.77 | $ 8.90 |
Vested outstanding, weighted average grant date fair value | $ 15.38 |
Stock-Based Incentive Plans Sch
Stock-Based Incentive Plans Schedule of Grants by Type (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Total Grants During the Period | 1,368,000,000 | 6,022,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, All Grants, Fair Value | $ 2,930,000 | $ 12,152,000 |
Employee Service Share-based Compensation, Awards with Performance Condiditons, Compensation Cost Not yet Recognized | $ 0 | |
Unvested Shares with Market Based Vesting Conditions | 1,687,500 | |
Employee Service Share-based Compensation, Awards with market Cond, Compensation Cost Not yet Recognized | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,368,000 | |
Share-based Compensation Arrangment by Share-based Payment Award, Options, Granted, Fair Value | $ 2,930,000 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market Based Vesting Conditions, price | $ 7 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market Based Vesting Conditions, price | $ 10 | |
Time Based Vesting Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,368,000,000 | 3,434,000,000 |
Share-based Compensation Arrangment by Share-based Payment Award, Options, Granted, Fair Value | $ 2,930,000 | $ 5,704,000 |
Market Based Vesting Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 2,250,000,000 |
Share-based Compensation Arrangment by Share-based Payment Award, Options, Granted, Fair Value | $ 0 | $ 5,530,000 |
Performance Based Vesting Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 138,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Awards, Granted, Fair Value | $ 0 | $ 431,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 200,000,000 |
Share-based Compensation Arrangment by Share-based Payment Award, Options, Granted, Fair Value | $ 0 | $ 487,000 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments With Performance Conditions, Nonvested, Number, | 102,000 |
Commitments and Contingencies57
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Cash and Cash Equivalents | $ 0 | $ 11,512,000 | $ 0 | $ 11,512,000 | |||||||
Rent expense | 1,392,000 | 1,795,000 | $ 1,926,000 | ||||||||
Other | 1,200,000 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ (1,242,000) | $ 1,742,000 | 1,200,000 | 500,000 | $ 4,141,000 |
Cash and other assets, IP Fund | 986,000 | 1,118,000 | 986,000 | 1,118,000 | |||||||
Investments, IP Fund | 1,905,000 | 2,933,000 | 1,905,000 | 2,933,000 | |||||||
Total assets, IP Fund | 2,891,000 | 4,051,000 | 2,891,000 | 4,051,000 | |||||||
Accrued expenses and contributions, IP Fund | 2,567,000 | 2,394,000 | 2,567,000 | 2,394,000 | |||||||
Net assets, IP Fund | 324,000 | $ 1,657,000 | 324,000 | 1,657,000 | |||||||
Revenues, IP Fund | 0 | 16,000 | |||||||||
IP Fund, Operating expenses | 390,000 | 572,000 | |||||||||
IP Fund, Gain from Operations | (390,000) | (556,000) | |||||||||
IP Fund, Net Loss in Equity Method Investment | (943,000) | (1,013,000) | |||||||||
IP Fund, Net Loss | (1,333,000) | $ (1,569,000) | |||||||||
Minimum [Member] | |||||||||||
Loss Contingency, Estimate of Possible Loss | 1,200,000 | 1,200,000 | |||||||||
Maximum [Member] | |||||||||||
Loss Contingency, Estimate of Possible Loss | $ 3,000,000 | $ 3,000,000 |
Commitments and Contingencies O
Commitments and Contingencies Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Year: | |
2,018 | $ 1,213 |
2,019 | 1,369 |
2,020 | 16 |
Total minimum lease payments | $ 2,598 |
Supplemental Cash Flow Inform59
Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for state income taxes | $ 181,000 | $ 223,000 | $ 211,000 |
Foreign withholding taxes | $ 2,865,000 | $ 14,776,000 | $ 4,421,000 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
QUARTERLY FINANCIAL DATA (unaudited) [Abstract] | |||||||||||
Revenues | $ 3,458 | $ 36,633 | $ 16,457 | $ 8,854 | $ 21,969 | $ 64,658 | $ 41,351 | $ 24,721 | |||
Inventor royalties | 13 | 0 | 4,273 | 666 | 3,313 | 17,844 | 0 | 1,573 | $ 4,952 | $ 22,730 | $ 18,462 |
Contingent legal fees | 646 | 12,173 | 3,236 | 627 | 4,238 | 7,709 | 10,418 | 4,109 | 16,682 | 26,474 | 16,169 |
Litigation and licensing expenses - patents | 3,626 | 4,073 | 4,134 | 6,386 | 5,463 | 7,348 | 7,324 | 7,723 | 18,219 | 27,858 | 39,373 |
Amortization of patents | 5,443 | 5,625 | 5,571 | 5,515 | 6,222 | 6,467 | 10,759 | 10,760 | 22,154 | 34,208 | 53,067 |
Marketing, general and administrative expenses (including non-cash stock compensation expense) | 335 | (12,715) | (6,734) | (6,916) | (9,056) | (8,334) | (7,535) | (7,994) | (26,030) | (32,919) | (38,176) |
Other expenses - business development | 195 | 241 | 433 | 320 | 557 | 666 | 1,334 | 522 | 1,189 | 3,079 | 3,391 |
Impairment of Patent-Related Intangible Assets | 0 | 2,248 | 0 | 0 | 2,175 | 0 | 40,165 | 0 | 2,248 | 42,340 | 74,731 |
Impairment of Goodwill | 0 | 0 | 30,149 | ||||||||
Other | 1,200 | 0 | 0 | 0 | 0 | 0 | (1,242) | 1,742 | 1,200 | 500 | 4,141 |
Total operating costs and expenses | 10,788 | 37,075 | 24,381 | 20,430 | 31,024 | 48,368 | 76,293 | 34,423 | 92,674 | 190,108 | 277,659 |
Operating loss | (7,330) | (442) | (7,924) | (11,576) | (9,055) | 16,290 | (34,942) | (9,702) | (27,272) | (37,409) | (152,622) |
Total other income (expense) | (102,950) | 159,027 | (4,862) | 696 | 592 | 261 | (52) | (3) | 51,911 | 798 | (56) |
Income (loss) from operations before (provision for) benefit from income taxes | (110,280) | 158,585 | (12,786) | (10,880) | (8,463) | 16,551 | (34,994) | (9,705) | 24,639 | (36,611) | (152,678) |
(Provision) benefit for income taxes | (20) | (216) | (1,478) | (1,241) | (2,414) | (9,655) | (5,927) | (192) | (2,955) | (18,188) | (4,800) |
Net income (loss) including noncontrolling interests in subsidiaries | (110,300) | 158,369 | (14,264) | (12,121) | (10,877) | 6,896 | (40,921) | (9,897) | 21,684 | (54,799) | (157,478) |
Net (income) loss attributable to noncontrolling interests in subsidiaries | (97) | (96) | (12) | (291) | (266) | (186) | (348) | 68 | (496) | (732) | 2,558 |
Net income (loss) attributable to Acacia Research Corporation | $ (110,203) | $ 158,465 | $ (14,252) | $ (11,830) | $ (10,611) | $ 7,082 | $ (40,573) | $ (9,965) | $ 22,180 | $ (54,067) | $ (160,036) |
Earnings Per Share, Basic and Diluted | $ (2.18) | $ 3.13 | $ (0.28) | $ (0.24) | $ (0.21) | $ 0.14 | $ (0.81) | $ (0.20) | $ 0.44 | $ (1.08) | $ (3.25) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 50,590,460 | 50,554,234 | 50,499,948 | 50,333,056 | 50,237,784 | 50,124,302 | 50,015,869 | 49,925,550 | |||
Weighted Average Number of Shares Outstanding, Diluted | 50,590,460 | 50,599,974 | 50,499,948 | 50,333,056 | 50,237,784 | 50,618,757 | 50,015,869 | 49,925,550 | 50,692,012 | 50,075,847 | 49,505,817 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Investment in Bitzumi | $ 1,000,000 |
Investment in Bitzumi, Remaining Amount | 9,000,000 |
Bitzumi, Warrant to Purchase Common Shares | 4,000,000 |
Bitzumi, total Investment | $ 10,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.50 |
Warrant to purchase common share, Bitzumi | shares | 30,000,000 |
Investment in Miso Robotics | $ 6,000,000 |
Percentage of ownership, Miso Robotics | 30.00% |
Stock repurchase program, authorized amount | $ 20,000,000 |