ACQUISITION

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

ACQUISITION

In November 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark. Headquartered in Austin, Texas, Benchmark is an independent oil and gas company engaged in the acquisition, production and development of oil

and gas assets in mature resource plays in Texas and Oklahoma. Acacia has made a control investment in Benchmark and intends to utilize its significant capital base to acquire predictable and shallow decline, cash-flowing oil and gas properties whose value can be enhanced via a disciplined, field optimization strategy, with risk managed through robust commodity hedges and low leverage. Through its investment in Benchmark, the Company, along with the Benchmark management team, will evaluate future growth and acquisitions of oil and gas assets at attractive valuations.

The following unaudited pro forma summary presents consolidated information, as if the business combination had occurred on January 1, 2022:

	Years Ended December 31,
	2023		2022
	(Unaudited, in thousands)
Pro forma:
Revenues	$	131,712	$	64,195
Net income (loss) attributable to Acacia Research Corporation	66,755		(123,316)

We had material, nonrecurring pro forma adjustments directly attributable to the business combination included in the above pro forma revenues and net income. These adjustments included a decrease of $4.8 million in oil and natural gas properties related to the finalization of the valuations. In 2023, we incurred $1.7 million of acquisition-related costs. These expenses are included in general and administrative expenses for the year ended December 31, 2023.

The following table summarizes the consideration transferred to acquire Benchmark and the recognized amounts of identifiable assets acquired and liabilities assumed at the acquisition date (in thousands):

Fair value of consideration transferred:
Cash	$	10,000
Total consideration	$	10,000
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	10,556
Trade receivables	1,385
Prepaid expenses and other current assets	1,644
Oil and natural gas properties, net	25,276
Other assets	361
Trade and other payables	(2,349)
Revolving credit facility	(18,225)
Other long-term liabilities	(276)
Noncontrolling interest	(9,821)
Total identifiable net assets	$	8,551
Goodwill	$	1,449

Intangible Assets and Liabilities

As of December 31, 2023, management has preliminary assessed the valuations of all acquired assets and liabilities assumed in the acquisition. The fair value of the noncontrolling interest is based on contractual terms of the purchase agreement. Goodwill of $1.4 million represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed. None of the goodwill resulting from the acquisition is deductible for tax purposes. All of the goodwill acquired is allocated to the Benchmark reporting unit. Refer to Note 8 for additional information.