10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission file number: 001-37721

Acacia Research Corporation

(Name of registrant as specified in its charter)

Delaware	95-4405754
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer identification No.)

767 Third Avenue,
6th Floor
New York,
NY	10017
(Address of principal executive offices)	(Zip Code)

(332) 236-8500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock	ACTG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	x	Smaller reporting company	x
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of May 6, 2024, was 100,021,951.

ACACIA RESEARCH CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED

March 31, 2024

TABLE OF CONTENTS

		Page
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders' Equity for the Three Months Ended March 31, 2024 and 2023	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	58
Item 4.	Controls and Procedures	58
PART II.	OTHER INFORMATION	60
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	61

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws. To the extent that statements in this Quarterly Report are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Throughout this Quarterly Report, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements include statements regarding, among other things, our business, operating, development, investment and finance strategies, our relationship with Starboard Value LP, acquisition and development activities, financial results of our operating businesses, other related business activities, capital expenditures, earnings, litigation, regulatory matters, markets for our services, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained herein. All of our forward-looking statements include assumptions underlying or relating to such statements and are subject to numerous factors that present considerable risks and uncertainties, including, without limitation:

•Any inability to acquire additional operating businesses and intellectual property assets;

•Costs related to acquiring additional operating businesses and intellectual property;

•Any inability to retain employees and management team(s) at the Company and our operating businesses;

•Any inability to successfully integrate our operating businesses;

•Facts that are not revealed in the due diligence process in connection with new acquisitions;

•Any determination that we may be deemed to be an investment company under the Investment Company Act of 1940, as amended;

•Disruptions or uncertainty caused by changes to the Company’s management team and board of directors;

•Disruptions or delays caused by outsourcing services to third-party service providers;

•Changes in legislation, regulations, and rules associated with patent and tax law;

•Cybersecurity incidents, including cyberattacks, breaches of security and unauthorized access to or disclosure of confidential information;

•Fluctuations in patent-related legal expenses;

•Findings by any relevant patent office that our patents are invalid or unenforceable;

•Our ability to retain legal counsel in connection with enforcement of our intellectual property;

•Delays in successful prosecution, enforcement, and licensing of our patent portfolio;

•Any inability of our operating businesses to protect their intellectual property;

•Any inability of our operating businesses to develop new products and enhance existing products;

•Any inability of Benchmark to execute its business strategy;

•The potential for oil and gas prices to decline or for the differential between benchmark prices of oil and the wellhead price to increase;

•Oil or natural gas production becoming uneconomic, causing write downs or adversely affecting Benchmark’s ability to borrow;

•Inflationary pressures, supply chain disruptions or labor shortages;

•The ability of our Energy Operations Business to execute its hedging strategy;

•Our Energy Operations Business’ ability to replace reserves and efficiently develop current reserves;

•Risks, operational hazards, unforeseen interruptions and other difficulties involved in the production of oil and natural gas;

•The impact on our Energy Operations Business’ operations of seismic events;

•Climate change legislation, rules regulating air emissions, operational safety laws and regulations and any regulatory changes;

•The loss of any Printronix major customers that generates a large portion of its revenue or the decrease in demand for Printronix’ products;

•Any supply chain interruption or inability to manage inventory levels of our operating businesses;

•Printronix’s inability to perform satisfactorily under service contracts; and

•Events that are outside of our control, such as political conditions and unrest in international markets, terrorist attacks, malicious human acts, hurricanes and other disasters, pandemics, and other similar events.

1

We have based our forward-looking statements on management’s current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. For additional information related to the risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements described in this Quarterly Report, refer to “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024 (our “2023 Annual Report”), as well as in our other public filings with the SEC. In addition, actual results may differ materially as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business.

The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the SEC. You should read this Quarterly Report in its entirety, together with the documents that we file as exhibits to this Quarterly Report and the documents that we incorporate by reference into this Quarterly Report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of The Nasdaq Stock Market LLC. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.

We qualify all of our forward-looking statements by these cautionary statements.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACACIA RESEARCH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	March 31, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	438,762	$	340,091
Equity securities	22,918		63,068
Equity securities without readily determinable fair value	5,816		5,816
Equity method investments	30,934		30,934
Accounts receivable, net	15,372		80,555
Inventories	9,880		10,921
Prepaid expenses and other current assets	29,465		23,127
Total current assets	553,147		554,512
Property, plant and equipment, net	2,090		2,356
Oil and natural gas properties, net	24,952		25,117
Goodwill	8,990		8,990
Other intangible assets, net	29,690		33,556
Operating lease, right-of-use assets	1,717		1,872
Deferred income tax assets, net	6,567		2,915
Other non-current assets	4,572		4,227
Total assets	$	631,725	$	633,545
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,702	$	3,261
Accrued expenses and other current liabilities	3,990		8,405
Accrued compensation	4,624		4,207
Royalties and contingent legal fees payable	3,011		10,786
Deferred revenue	1,069		977
Accrued loss contingency	8,450		—
Total current liabilities	25,846		27,636
Deferred revenue, net of current portion	356		458
Long-term lease liabilities	1,477		1,736
Revolving credit facility	13,025		10,525
Other long-term liabilities	1,417		3,581
Total liabilities	42,121		43,936
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding	—		—
Common stock, par value $0.001 per share; 300,000,000 shares authorized; 100,021,951 and 99,895,473 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	100		100
Treasury stock, at cost, 16,183,703 shares as of March 31, 2024 and December 31, 2023	(98,258)		(98,258)
Additional paid-in capital	906,337		906,153
Accumulated deficit	(239,915)		(239,729)
Total Acacia Research Corporation stockholders' equity	568,264		568,266
Noncontrolling interests	21,340		21,343
Total stockholders' equity	589,604		589,609
Total liabilities and stockholders' equity	$	631,725	$	633,545

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ACACIA RESEARCH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

	Three Months Ended March 31,
	2024		2023
Revenues:
Intellectual property operations	$	13,623	$	4,176
Industrial operations	8,841		10,627
Energy operations	1,856		—
Total revenues	24,320		14,803
Costs and expenses:
Cost of revenues - intellectual property operations	7,001		4,738
Cost of revenues - industrial operations	4,049		5,220
Cost of production - energy operations	1,315		—
Engineering and development expenses - industrial operations	134		216
Sales and marketing expenses - industrial operations	1,555		1,913
General and administrative expenses	12,353		12,040
Total costs and expenses	26,407		24,127
Operating loss	(2,087)		(9,324)
Other income (expense):
Equity securities investments:
Change in fair value of equity securities	(26,701)		3,343
Gain (loss) on sale of equity securities	28,861		(1,361)
Net realized and unrealized gain	2,160		1,982
Legal liability fee	(6,243)		—
Change in fair value of the Series B warrants and embedded derivatives	—		16,651
(Loss) gain on foreign currency exchange	(18)		80
Interest expense on Senior Secured Notes	—		(900)
Interest income and other, net	4,890		3,441
Total other income	789		21,254
(Loss) income before income taxes	(1,298)		11,930
Income tax benefit (expense)	1,109		(2,483)
Net (loss) income including noncontrolling interests in subsidiaries	(189)		9,447
Net loss attributable to noncontrolling interests in subsidiaries	3		—
Net (loss) income attributable to Acacia Research Corporation	$	(186)	$	9,447
(Loss) income per share:
Net (loss) income attributable to common stockholders - Basic	$	(186)	$	5,958
Weighted average number of shares outstanding - Basic	99,745,905		47,971,931
Basic net income per common share	$	—	$	0.12
Net loss attributable to common stockholders - Diluted	$	(186)	$	(6,496)
Weighted average number of shares outstanding - Diluted	99,745,905		89,067,821
Diluted net loss per common share	$	—	$	(0.07)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ACACIA RESEARCH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

(In thousands, except share data)

	Three Months Ended March 31, 2024
	Series A Redeemable Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests in Operating Subsidiaries		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	—	$	—	99,895,473	$	100	$	(98,258)	$	906,153	$	(239,729)	$	21,343	$	589,609
Net loss including    noncontrolling interests in    subsidiaries	—	—		—	—		—		—		(186)		(3)		(189)
Issuance of common stock for    vesting of restricted stock units	—	—		275,244	—		—		—		—		—		—
Shares withheld related to net    share settlement of    share-based awards	—	—		(148,766)	—		—		(674)		—		—		(674)
Compensation expense for    share-based awards	—	—		—	—		—		858		—		—		858
Balance at March 31, 2024	—	$	—	100,021,951	$	100	$	(98,258)	$	906,337	$	(239,915)	$	21,340	$	589,604

	Three Months Ended March 31, 2023
	Series A Redeemable Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests in Operating Subsidiaries		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	350,000	$	19,924	43,484,867	$	43	$	(98,258)	$	663,284	$	(306,789)	$	11,042	$	269,322
Net income including    noncontrolling interests in    subsidiaries	—	—		—	—		—		—		9,447		—		9,447
Accretion of Series A    Redeemable Convertible    Preferred Stock to redemption value	—	1,554		—	—		—		(1,554)		—		—		(1,554)
Dividend on Series A Redeemable   Convertible Preferred Stock	—	—		—	—		—		(700)		—		—		(700)
Issuance of common stock from the    Rights Offering	—	—		15,068,753	15		—		79,096		—		—		79,111
Issuance of common stock for    vesting of restricted stock units	—	—		110,541	—		—		—		—		—		—
Issuance of common stock for    unvested restricted stock awards,    net of forfeitures	—	—		(17,500)	—		—		—		—		—		—
Shares withheld related to net    share settlement of    share-based awards	—	—		(94,863)	—		—		(416)		—		—		(416)
Compensation expense for    share-based awards	—	—		—	—		—		477		—		—		477
Balance at March 31, 2023	350,000	$	21,478	58,551,798	$	58	$	(98,258)	$	740,187	$	(297,342)	$	11,042	$	355,687

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

ACACIA RESEARCH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net (loss) income including noncontrolling interests in subsidiaries	$	(189)	$	9,447
Adjustments to reconcile net (loss) income including noncontrolling interests in subsidiaries to net cash provided by (used in)    operating activities:
Depreciation, depletion and amortization	4,568		3,381
Change in fair value of Series A redeemable convertible preferred stock embedded derivatives	—		(5,023)
Change in fair value of Series B warrants	—		(11,628)
Compensation expense for share-based awards	858		477
Loss (gain) on foreign currency exchange	18		(80)
Change in fair value of equity securities	26,701		(3,343)
(Gain) loss on sale of equity securities	(28,861)		1,361
Unrealized loss on derivatives	629		—
Deferred income taxes	(3,652)		(240)
Changes in assets and liabilities:
Accounts receivable	65,156		(451)
Inventories	1,041		(503)
Prepaid expenses and other assets	(10,752)		(391)
Accounts payable and accrued expenses	7,108		2,355
Royalties and contingent legal fees payable	(7,811)		360
Deferred revenue	25		(71)
Net cash provided by (used in) operating activities	54,839		(4,349)
Cash flows from investing activities:
Purchases of equity securities	(15,544)		(5,166)
Sales of equity securities	57,854		8,032
Net purchases of property and equipment and additions to oil and gas properties	(270)		(83)
Net cash provided by investing activities	42,040		2,783
Cash flows from financing activities:
Borrowings on the Revolving Credit Facility	2,500		—
Dividend on Series A Redeemable Convertible Preferred Stock	—		(700)
Taxes paid related to net share settlement of share-based awards	(674)		(416)
Proceeds from Rights Offering	—		79,111
Net cash provided by financing activities	1,826		77,995
Effect of exchange rates on cash and cash equivalents	(34)		12
Increase in cash and cash equivalents	98,671		76,441
Cash and cash equivalents, beginning	340,091		287,786
Cash and cash equivalents, ending	$	438,762	$	364,227
Supplemental schedule of cash flow information:
Interest paid	$	319	$	—
Income taxes paid	116		147
Noncash investing and financing activities:
Accrued patent costs	(4,000)		6,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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ACACIA RESEARCH CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Acacia Research Corporation (the “Company,” “Acacia,” “we,” “us,” or “our”) is focused on acquiring and managing companies across industries including but not limited to the industrial, energy, technology, and healthcare verticals. We focus on identifying, pursuing and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have a wide range of transactional and operational capabilities to realize the intrinsic value in the businesses that we acquire. Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value.

We are particularly attracted to complex situations where we believe value is not fully recognized, the value of certain operations are masked by a diversified business mix, or where private ownership has not invested the capital and/or resources necessary to support long-term value. Through our public market activities, we aim to initiate strategic block positions in public companies as a path to complete whole company acquisitions or strategic transactions that unlock value. We believe this business model is differentiated from private equity funds, which do not typically own public securities prior to acquiring companies, hedge funds, which do not typically acquire entire businesses, and other acquisition vehicles such as Special Purpose Acquisition Companies, which are narrowly focused on completing one singular, defining acquisition.

Our focus is companies with market values in the sub-$2 billion range and particularly on businesses valued at $1 billion or less. We are, however, opportunistic, and may pursue acquisitions that are larger under the right circumstance.

Relationship with Starboard Value, LP

Our strategic relationship with Starboard Value, LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value LP, “Starboard”), the Company's controlling shareholder, provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired. Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities. Starboard beneficially owned 61,123,595 shares of common stock as of May 6, 2024, representing approximately 61.2% of the common stock based on 100,021,951 shares of common stock issued and outstanding as of such date. Refer to Note 9 for additional information.

Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business

The Company through its Patent Licensing, Enforcement and Technologies Business invests in intellectual property and related absolute return assets and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business, operated under our wholly owned subsidiary, Acacia Research Group, LLC, and its wholly-owned subsidiaries (collectively, “ARG”), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue.

Currently, on a consolidated basis, our 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 variety of industries. ARG generates revenues and related cash flows from the granting of IP rights for the use of patented technologies that its operating subsidiaries control or own.

Our Patent Licensing, Enforcement and Technologies Business depends upon the identification and investment in new patents, inventions and companies that own IP through relationships with inventors, universities, research institutions, technology companies and others. If ARG’s operating subsidiaries are unable to maintain those relationships and identify

7

and grow new relationships, then they may not be able to identify new technology-based opportunities for sustainable revenue and/or revenue growth.

During the three months ended March 31, 2024 and the year ended December 31, 2023, ARG did not obtain control of any new patent portfolios.

Industrial Operations

On October 7, 2021, we consummated our first operating company acquisition of Printronix Holding Corporation and subsidiaries (“Printronix”). We acquired all of the outstanding stock of Printronix, for a cash purchase price of approximately $37.0 million, which included an initial $33.0 million cash payment and a $4.0 million working capital adjustment. Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments. Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. This acquisition was made at what we believe to be an attractive purchase price, and we are now supporting existing management in its initiative to reduce costs and operate more efficiently and in its execution of strategic partnerships to generate growth.

Energy Operations Acquisition

In November 13, 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark Energy II, LLC ("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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. Prior to the Transaction (as defined below), Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated. Benchmark seeks 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 Company's consolidated financial statements include Benchmark's consolidated operations from November 13, 2023 through March 31, 2024.

On April 17, 2024, Benchmark consummated the previously announced transactions contemplated in the Purchase and Sale Agreement (the "Purchase Agreement"), dated February 16, 2024, by and among Benchmark and Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC (collectively, “Revolution”).

Pursuant to the Purchase Agreement, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the “Transaction”) for a purchase price of $145 million in cash (the “Purchase Price”), subject to customary post-closing adjustments. The Company’s contribution to Benchmark to fund its portion of the Purchase Price and related fees was $59.9 million, which was funded from cash on hand. The remainder of the Purchase Price was funded by a combination of borrowings under the Revolving Credit Facility (as defined below) and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. Following closing, the Company’s interest in Benchmark is approximately 73.5%. Refer to Note 2 for additional information regarding the Revolving Credit Facility.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles

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”).

8

Principles of Consolidation

The consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. All 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 Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity for noncontrolling interests activity.

In 2020, in connection with the transaction with Link Fund Solutions Limited, which is more fully described in Note 3, the Company acquired equity securities of Malin J1 Limited (“MalinJ1”). MalinJ1 is included in the Company’s consolidated financial statements because the Company, through its interest in the equity securities of MalinJ1, has the ability to control the operations and activities of MalinJ1. Viamet HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Acacia, is the majority shareholder of MalinJ1.

The Company holds a variable interest in Benchmark as the Company is obligated to absorb the loss and has the right to receive the benefit from Benchmark after the acquisition date and therefore, Benchmark is considered a variable interest entity ("VIE"). We determined that we have the power to direct the activities that most significantly impact Benchmark's economic performance and we (i) are obligated to absorb the losses that could be significant to Benchmark or (ii) hold the right to receive benefits from Benchmark that could potentially be significant to it.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures required by U.S. GAAP in annual financial statements have been omitted or condensed in accordance with quarterly reporting requirements of the Securities and Exchange Commission (“SEC”). These interim unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2023, as reported by Acacia in its 2023 Annual Report, as well as in our other public filings with the SEC. The condensed consolidated interim financial statements of Acacia include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of Acacia's consolidated financial position as of March 31, 2024, and results of operations and its cash flows for the interim periods presented. The consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year.

Revenue Recognition

Intellectual Property Operations

ARG's revenue is recognized upon transfer of control (i.e., by the granting) of promised bundled IP Rights and other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive in exchange for those IP Rights. Revenue contracts that provide promises to grant the right to use IP Rights as they exist at the point in time at which the IP Rights are granted, are accounted for as performance obligations satisfied at a point in time and revenue is recognized at the point in time that the applicable performance obligations are satisfied and all other revenue recognition criteria have been met.

For the periods presented, revenue contracts executed by ARG primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technologies owned or controlled by ARG. Revenues also included license fees from sales-based revenue contracts, the majority of which were originally executed in prior periods, which provide for the payment of quarterly license fees based on quarterly sales of applicable product units by licensees (“Recurring License Revenue Agreements”). Revenues may also include court ordered settlements or awards related to our patent portfolio or sales of our patent portfolio. IP Rights granted included the following, as applicable: (i) the grant of a non-exclusive, future license to manufacture and/or sell products covered by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The IP Rights granted were generally perpetual in nature, extending until the legal expiration date of the related patents. The individual IP Rights are not accounted for as separate performance obligations,

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as (i) the nature of the promise, within the context of the contract, is to grant combined items to which the promised IP Rights are inputs and (ii) the Company's promise to grant each individual IP right described above to the customer is not separately identifiable from other promises to grant IP Rights in the contract.

Since the promised IP Rights are not individually distinct, ARG combined each individual IP Right in the contract into a bundle of IP Rights that is distinct, and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. ARG’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. ARG’s operating subsidiaries have no further obligation with respect to the grant of IP Rights, including no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the contract. Licensees legally obtain control of the IP Rights upon execution of the contract. As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met. Revenue contracts generally provide for payment of contractual amounts within 15-90 days of execution of the contract, or the end of the quarter in which the sale or usage occurs for Recurring License Revenue Agreements. Contractual payments made by licensees are generally non-refundable.

For sales-based royalties from Recurring License Revenue Agreements, ARG includes 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. Notwithstanding, revenue is recognized for a sales-based royalty promised in exchange for a license of IP Rights when the later of (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied. Estimates are generally based on historical levels of activity, if available.

Revenues from contracts with significant financing components (either explicit or implicit) are recognized at an amount that reflects the price that a licensee would have paid if the licensee had paid cash for the IP Rights when they are granted to the licensee. In determining the transaction price, ARG adjusts the promised amount of consideration for the effects of the time value of money. As a practical expedient, ARG does not adjust the promised amount of consideration for the effects of a significant financing component if ARG expects, at contract inception, that the period between when the entity grants promised IP Rights to a customer and when the customer pays for the IP Rights will be one year or less.

In general, ARG is required to make certain judgments and estimates in connection with the accounting for revenue contracts with customers. 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-based royalties.

License revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Paid-up license revenue agreements	$	12,365	$	3,900
Recurring License Revenue Agreements	1,258		276
Total	$	13,623	$	4,176

Industrial Operations

Printronix recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine the transaction price, Printronix estimates the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to a customer. Elements of variable consideration are estimated at the time of sale which primarily include product rights of return, rebates, price protection and other incentives that occur under established sales programs. These estimates are developed using the expected value or the most likely amount method and are reviewed and updated,

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as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal recognized will not occur in future periods. The provision for returns and sales allowances is determined by an analysis of the historical rate of returns and sales allowances over recent quarters, and adjusted to reflect management’s future expectations.

Printronix enters into contract arrangements that may include various combinations of tangible products (which include printers, consumables and parts) and services, which are generally capable of being distinct and accounted for as separate performance obligations. Printronix evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation. This evaluation requires judgement, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period. Printronix deems performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (i.e. capable of being distinct) and if the transfer of products or services is separately identifiable from other promises in the contract (i.e. distinct within the context of the contract).

For contract arrangements that include multiple performance obligations, Printronix allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and standard software while standalone selling prices for repair and maintenance services are developed with an expected cost-plus margin or residual approach. Regional pricing, marketing strategies and business practices are evaluated to derive the estimated standalone selling price using a cost-plus margin methodology.

Printronix recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes consideration of the following: (i) the customer simultaneously receives and consumes the benefits provided as Printronix performs its promises, (ii) the performance creates or enhances an asset that is under control of the customer, (iii) the performance does not create an asset with an alternative use to Printronix, and (iv) Printronix has an enforceable right to payment for its performance completed to date.

Revenues for products are generally recognized upon shipment, whereas revenues for services are generally recognized over time, assuming all other criteria for revenue recognition have been met. As a practical expedient, incremental costs of obtaining a contract are expensed as incurred when the expected amortization period is one year or less. Service revenue commissions are tied to the revenue recognized during the current year of the related sale. All taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue.

Printronix offers printer-maintenance services through service agreements that customers may purchase separately from the printer. These agreements commence upon expiration of the standard warranty period. Printronix provides the point-of-customer-contact, dispatches calls and sells the parts used for printer repairs to service providers. Printronix contracts third parties to perform the on-site repair services at the time of sale which covers the period of service at a set amount. The maintenance service agreements are separately priced at a stand-alone value. For those transactions in which maintenance service agreements are purchased concurrently with the purchase of printers, the revenue is deferred based on the selling price, which approximates the stand-alone value for separately sold maintenance services agreements. Revenue from maintenance service contracts are recognized on a straight-line basis over the period of each individual contract, which is consistent with the pattern in which the benefit is consumed by the customer.

Printronix's net revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Printers, consumables and parts	$	8,078	$	9,634
Services	763		993
Total	$	8,841	$	10,627

Refer to Note 16 for additional information regarding net sales to customers by geographic region.

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Deferred revenue in the consolidated balance sheets represents a contract liability under Accounting Standards Codification (“ASC”) 606 and consists of payments and billings in advance of the performance. Printronix recognized approximately $578,000 and $542,000 in revenue that was previously included in the beginning balance of deferred revenue during the three months ended March 31, 2024 and 2023, respectively.

Printronix's payment terms vary by the type and location of its customers and the products, solutions or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, Printronix has determined that its contracts do not include a significant financing component.

Printronix's remaining performance obligations, following the transfer of products to customers, primarily relate to repair and support services. The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year included in deferred revenue was $470,000 and $567,000 as of March 31, 2024 and December 31, 2023, respectively. Printronix adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. On average, remaining performance obligations as of March 31, 2024 are expected to be recognized over a period of approximately two years.

Energy Operations

Benchmark recognizes revenues from sales of oil and natural gas products upon transfer of control of the product to the customer. Benchmark's contracts' pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil and natural gas products and prevailing supply and demand conditions. As a result, the price of the oil and natural gas fluctuates to remain competitive with other available oil and natural gas supplies. To the extent actual volumes and prices of oil and natural gas products are unavailable at the time of reporting, Benchmark will estimate the amounts. Benchmark records the differences between such estimates and actual amounts of oil and natural gas sales in the following month upon receipt of payment from the customer and any differences have historically been insignificant.

Benchmark sells oil production to customers at the wellhead or other contractually agreed upon delivery locations. Revenue is recognized when control transfers to the customer upon delivery to the contractually agreed delivery point, at which time the customer takes custody, title, and risk of loss of the product. Revenue is recorded based on contract pricing terms which reflect prevailing market prices, net of pricing differentials. Oil revenue is recognized during the month in which control transfers to the customer, and it is probable Benchmark will collect the consideration it is entitled to receive.

Benchmark's natural gas and natural gas liquids are sold to midstream customers at the lease location, inlet of the midstream entity’s gathering system, the tailgate of a natural gas processing plant, or other contractual delivery point. The midstream entity gathers, processes, and remits proceeds to Benchmark for the resulting sale of natural gas and natural gas liquids, and generally includes a reduction for contractual fees and for percent of proceeds. For the contracts where Benchmark maintains control through the outlet of the midstream processing facility, Benchmark recognizes revenue on a gross basis, with gathering, transportation, and processing fees presented as an expense on the consolidated statements of operations. Alternatively, where Benchmark relinquishes control at the inlet of the midstream processing facility, Benchmark recognizes natural gas and natural gas liquids revenues based on the net amount of the proceeds received from the midstream processing entity as customer.

Benchmark's proportionate share of production from non-operated properties is generally marketed at the discretion of the operators with Benchmark receiving a net payment from the operator representing Benchmark's proportionate share of sales proceeds, which is net of costs incurred by the operator, if any. Such non-operated revenues are recognized at the net amount of proceeds to be received by Benchmark during the month in which production occurs, and it is probable Benchmark will collect the consideration it is entitled to receive. Proceeds are generally received by Benchmark within two to three months after the month in which production occurs.

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Benchmark's revenue were comprised of the following:

	Three Months Ended March 31,
	2024
	(In thousands)
Oil sales	$	661
Natural gas sales	730
Natural gas liquids sales	465
Total	$	1,856

Impairment of Investments

Acacia reviews its 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.

Accounts Receivable and Allowance for Credit Losses

Intellectual Property Operations

ARG 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 credit losses 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 sheets and a charge to general and administrative expenses in the consolidated 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 credit losses established as of March 31, 2024 and December 31, 2023.

Industrial Operations

Printronix's accounts receivable are recorded at the invoiced amount and do not bear interest. Printronix performs initial and periodic credit evaluations on customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness. The allowance for credit losses is determined by evaluating individual customer receivables, based on contractual terms, reviewing the financial condition of customers, and from the historical experience of write-offs. Receivable losses are charged against the allowance when management believes the account has become uncollectible. Subsequent recoveries, if any, are credited to the allowance. As of March 31, 2024 and December 31, 2023, Printronix's combined allowance for credit losses and allowance for sales returns was $66,000 and $56,000, respectively.

Energy Operations

Benchmark's oil and gas accounts receivable consist of crude oil, natural gas and natural gas liquids sales proceeds receivable from purchasers. Accounts receivable – joint interest owners consist of amounts due from joint interest partners for operating costs. Benchmark's accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for credit losses may be established to reflect management's best estimate of probable losses inherent in the accounts receivable balance, and is reflected as a contra-asset account on the balance sheets and a charge to general and administrative expenses in the consolidated statements of operations for the applicable period. The allowance is determined by evaluating individual customer receivables based on known troubled accounts, historical experience, and other currently available evidence. As of March 31, 2024 and December 31, 2023, Benchmark's allowance for credit losses was $100,000 and zero, respectively.

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Oil and Natural Gas Properties

Benchmark follows the successful efforts method of accounting for oil and natural gas producing activities. Costs to acquire oil and gas product leaseholds, to drill and equip exploratory wells that find proved reserves, to drill and equip development wells and related asset retirement costs are capitalized. Costs to drill exploratory wells are capitalized pending determination of whether the wells have found proved reserves. If Benchmark determines that the wells do not find proved reserves, the costs are charged to expense. At March 31, 2024, Benchmark had no capitalized exploratory costs that were pending determination of economic reserves. Geological and geophysical costs, including seismic studies and costs of carrying and retaining unproved properties, are charged to expense as incurred. On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depletion and depreciation are eliminated from the property accounts, and the resulting gain or loss is recognized. On the sale of a partial unit of proved property, the amount received is treated as a reduction of the cost of the interest retained. Capitalized costs of proved oil and natural gas properties are depleted based on the unit-of-production method over total estimated proved reserves, and capitalized costs of wells and related equipment and facilities are depreciated based on the unit-of-production method over the estimated proved developed reserves.

Capitalized costs related to proved oil, natural gas properties, including wells and related equipment and facilities, are evaluated for impairment based on an analysis of undiscounted future net cash flows. If undiscounted cash flows are insufficient to recover the net capitalized costs related to proved properties, then an impairment charge is recognized in income from operations equal to the difference between the net capitalized costs related to proved properties and their estimated fair values based on the present value of the related future net cash flows. Refer to Note 6 for additional information.

Goodwill

Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. We evaluate goodwill for impairment annually in the fourth quarter and on an interim basis if the facts and circumstances lead us to believe that more-likely-than-not there has been an impairment. When evaluating goodwill for impairment, we estimate the fair value of the reporting unit. Several methods may be used to estimate a reporting unit’s fair value, including, but not limited to, discounted projected future net earnings or net cash flows and multiples of earnings. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Refer to Note 7 for additional information.

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. The Company’s leases primarily consist of facility leases which are classified as operating leases. Lease expense is recognized on a straight-line basis over the lease term.

As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Refer to Note 12 for additional information.

Impairment of Long-lived Assets

ARG's patents include the cost of patents or patent rights acquired from third-parties or obtained in connection with business combinations. ARG's patent costs are amortized utilizing the straight-line method over their estimated useful lives, ranging from two to five years. Refer to Note 7 for additional information.

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Printronix's intangible assets consist of trade names and trademarks, patents and customer and distributor relationships. These definite-lived intangible assets, at the time of acquisition, are recorded at fair value and are stated net of accumulated amortization. Printronix currently amortizes the definite-lived intangible assets on a straight-line basis over their estimated useful lives of seven years. Refer to Note 7 for additional information.

The Company reviews long-lived assets, patents and other intangible assets for potential impairment annually 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 in an amount 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. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over their 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. Refer to Note 7 for additional information.

Revolving Credit Facility

Credit Agreement

On September 16, 2022, Benchmark entered into a credit agreement (the "Credit Agreement") for a revolving credit facility (the "Revolver") and a term loan with a bank. The Revolver had an initial borrowing base of $25 million and $75 million maximum borrowing capacity. The Revolver matures on September 16, 2025. The availability under the Credit Agreement is subject to the borrowing base, which is redetermined on April 1 and October 1 of each year. During 2023, the borrowing base was reduced to $17.5 million and payment was made, which further reduced the borrowing base to $10.5 million. During the three months ended March 31, 2024, the borrowing base increased by $2.5 million. As of March 31, 2024 and December 31, 2023 the outstanding balance on the Revolver was $13.0 million and $10.5 million, respectively. Additionally, Benchmark initially borrowed $3.5 million under the related term loan, which was paid in full during 2023. Benchmark’s outstanding balance on the term loan was zero as of March 31, 2024 and December 31, 2023.

In general, the borrowings under the Revolver bear interest at either the Alternate Base Rate or Secured Overnight Financing Rate (each as defined in the Credit Agreement). Either rate is adjusted upward by an applicable margin based on Benchmark's percentage of utilization of the Revolver. As of March 31, 2024, the interest rate associated with the outstanding borrowings was 11% for the Revolver.

The Revolver contains customary financial and non-financial covenants, the most restrictive of which are (i) current assets to current liabilities of not less than 1.0 to 1.0 and (ii) total debt to EBITDAX (as defined in the Credit Agreement) of not greater than 3.5 to 1.0 for the rolling periods as defined in the Credit Agreement. As of March 31, 2024, Benchmark was in compliance with these financial covenants related to the Revolver.

Loan Agreement

On April 17, 2024 (the "Closing Date"), in connection with the Transaction, BE Anadarko II, LLC, a subsidiary of Benchmark, entered into a Loan Agreement (the "Loan Agreement") with lenders from time to time party thereto (the "Lenders"), governing a new revolving credit facility (the "Revolving Credit Facility"), with a maximum aggregate credit amount of $150 million, of which approximately $85 million was available at the Closing Date, that Benchmark may draw upon from time to time subject to the terms and conditions set forth in the Loan Agreement. The Revolving Credit Facility will mature three years from the Closing Date and includes a letter of credit subfacility. On the Closing Date, $82.7 million,

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including $660,000 related to letters of credit, was drawn under the Revolving Credit Facility. Benchmark pledged substantially all of its oil and gas properties and other assets as collateral to secure amounts outstanding under the Loan Agreement.

Borrowings under the Revolving Credit Facility will bear interest at a rate per annum equal to the “Adjusted Term SOFR Margin Rate” (as defined in the Loan Agreement) plus a margin of 3.00% to 4.00%. The applicable margin will be determined based on a monthly utilization percentage, and the availability will be determined by reference to a borrowing base calculation. Unused commitments under the Revolving Credit Facility are subject to a commitment fee 0.5 percent payable on a quarterly basis.

The Loan Agreement contains customary covenants with respect to BE Anadarko and its subsidiaries, including, among others, limitations on indebtedness, liens, mergers, issuances of disqualified capital stock, dispositions, payment of dividends, investments and new businesses, amendments of organizational documents and other material contracts, hedging contracts, sale and lease back transactions and transactions with affiliates. In addition, the Loan Agreement contains covenants that require BE Anadarko to maintain certain financial ratios related to its consolidated current assets and leverage. The Loan Agreement also contains certain events of default, including, among others, nonpayment, inaccuracy of representations and warranties, violation of covenants, cross-default to other indebtedness, bankruptcy, material judgments, or a change of control. Upon the occurrence of an event of default, the Lenders may terminate the commitments under the Loan Agreement and declare all loans due and payable.

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 in the consolidated balance sheets. Refer to Note 13 for additional information.

Engineering and Development

Engineering and development costs are expensed as incurred and consist of labor, supplies, consulting and other costs related to developing and improving Printronix's products.

Stock-Based Compensation

The compensation cost for all time-based 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 currently one to four years. Compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The fair value of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance based stock awards (“PSUs”) are 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. Forfeitures are accounted for as they occur. Refer to Note 14 for additional information.

Foreign Currency Gains and Losses

In connection with our Printronix business, the U.S. dollar is the functional currency for all of the foreign subsidiaries. Transactions that are recorded in currencies other than the U.S. dollar may result in transaction gains or losses at the end of the reporting period and when trade receipts and payments occur. For these subsidiaries, the assets and liabilities have been re-measured at the end of the period for changes in exchange rates, except inventories and property, plant and equipment, which have been remeasured at historical average rates. The consolidated statements of operations have been reevaluated at average rates of exchange for the reporting period, except cost of sales and depreciation, which have been reevaluated at historical rates. Although Acacia historically has not had material foreign operations, Acacia is exposed to fluctuations in foreign currency exchange rates between the U.S. dollar, and the British Pound and Euro currency exchange rates, primarily related to foreign cash accounts, a note receivable and certain equity security investments. All foreign currency exchange activity is recorded in the consolidated statements of operations.

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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. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made.

Under U.S. GAAP, 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.

The provision for income taxes for interim periods is determined using an estimate of Acacia's annual effective rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, Acacia updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded.

Our income tax benefit for the three months ended March 31, 2024 is primarily attributable to recognizing a benefit for losses incurred year-to-date offset by foreign withholding taxes. Our income tax expense for the three months ended March 31, 2023 is primarily attributable to foreign taxes withheld and foreign and state income taxes.

The Company's effective tax rates were 85% and 20% for the three months ended March 31, 2024 and 2023, respectively. Our 2024 effective tax rate in the period was higher than the U.S. federal statutory rate primarily due to dividends received deduction offset by foreign withholding taxes which we could not recognize as a foreign tax credit. Our 2023 effective tax rate in the period was lower than the U.S. federal statutory rate primarily due to expiration of foreign tax credits, changes in valuation allowance, as well as non-deductible items. The effective tax rate may be subject to fluctuations during the year as new information is obtained which may affect the assumptions used to estimate the effective tax rate, including factors such as expected utilization of net operating loss carryforwards, changes in or the interpretation of tax laws in jurisdictions where the Company conducts business, the Company’s expansion into new states or foreign countries, and the amount of valuation allowances against deferred tax assets. The Company has recorded a partial valuation allowance against our net deferred tax assets as of March 31, 2024 and December 31, 2023. These assets primarily consist of foreign tax credits and state net operating loss carryforwards.

At March 31, 2024 and December 31, 2023, the Company had total unrecognized tax benefits of approximately $757,000. At March 31, 2024 and December 31, 2023, $757,000 of unrecognized tax benefits were recorded in other long-term liabilities. No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented. At March 31, 2024, if recognized, $757,000 of tax benefits would impact the Company’s effective tax rate subject to valuation allowance. The Company does not expect that the liability for unrecognized benefits will change significantly within the next 12 months. Acacia recognizes interest and penalties with respect to unrecognized tax benefits in income tax expense (benefit). 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.

Recent Accounting Pronouncements

Recently Adopted

There have been no recent accounting pronouncements adopted by the Company which would have a material impact on the Company's financial statements.

Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures”, which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15,

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2023 and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures," which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities on an annual basis (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires that entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

3. EQUITY SECURITIES

Equity securities for the periods presented were comprised of the following:

Security Type	Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(In thousands)
March 31, 2024:
Equity securities - other common stock	$	19,971	$	2,966	$	(19)	$	22,918
Total	$	19,971	$	2,966	$	(19)	$	22,918
December 31, 2023:
Equity securities - Life Sciences Portfolio	$	28,498	$	28,600	$	(20)	$	57,078
Equity securities - other common stock	4,925		1,080		(15)		5,990
Total	$	33,423	$	29,680	$	(35)	$	63,068

Equity Securities Portfolio Investment

On April 3, 2020, the Company entered into an Option Agreement with LF Equity Income Fund, which included general terms through which the Company was provided the option to purchase a portfolio of investments in 18 public and private life sciences companies (the "Life Sciences Portfolio") for an aggregate purchase price of £223.9 million, approximately $277.5 million at the exchange rate on April 3, 2020.

For accounting purposes, the total purchase price of the Life Sciences Portfolio was allocated to the individual equity securities based on their individual fair values as of April 3, 2020, in order to establish an appropriate cost basis for each of the acquired securities. The fair values of the public company securities were based on their quoted market price. The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions and factoring in a discount for the illiquidity of these securities. Included in our consolidated balance sheets as of March 31, 2024 and December 31, 2023, the total fair value of the remaining Life Sciences Portfolio investment was $25.7 million and $82.8 million, respectively.

As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired an equity interest in Arix Bioscience PLC (“Arix”), a public company listed on the London Stock Exchange. On November 1, 2023, the Company, through a wholly owned subsidiary, entered into an agreement (the “Arix Shares Purchase Agreement”) with RTW Biotech Opportunities Ltd. (“RTW Bio”) to sell its shares of Arix to RTW Bio for a purchase price of $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). On January 19, 2024, the Company completed such sale for $57.1 million. Following the completion of the share sale, the Company no longer owns any shares of Arix.

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The following unrealized and realized gains or losses from our investment in the Life Sciences Portfolio are recorded in the change in fair value of equity securities and gain or loss on sale of equity securities, respectively, in the consolidated statements of operations:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Change in fair value of equity securities of public    companies	$	(28,581)	$	577
Gain on sale of equity securities of public    companies	28,581		—
Net realized and unrealized gain	$	—	$	577

As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired a majority interest in the equity securities of MalinJ1 (63.9%), which were transferred to the Company on December 3, 2020. The acquisition of the MalinJ1 securities was accounted for as an asset acquisition as there was a change of control of MalinJ1 and substantially all of the fair value of the assets acquired was concentrated in a single identifiable asset, an investment in Viamet Pharmaceuticals Holdings, LLC (“Viamet”). As such, the cost basis of the MalinJ1 securities was used to allocate to the Viamet investment, the single identifiable asset, and no goodwill was recognized. The Company through its consolidation of MalinJ1 accounts for the Viamet investment under the equity method as MalinJ1 owns 41.0% of outstanding shares of Viamet. As of March 31, 2024 and 2023, this investment did not meet the significance thresholds for additional summarized income statement disclosures, as defined by the SEC. During the three months ended March 31, 2024 and 2023, our consolidated earnings on equity investment was zero. No distributions were received during the three months ended March 31, 2024 and 2023.

4. INVENTORIES

Printronix's inventories consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Raw materials	$	3,404	$	3,961
Subassemblies and work in process	1,533		1,882
Finished goods	5,447		5,578
	10,384		11,421
Inventory reserves	(504)		(500)
Total inventories	$	9,880	$	10,921

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5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Machinery and equipment	$	3,038	$	3,035
Furniture and fixtures	395		395
Computer hardware and software	277		312
Leasehold improvements	1,018		1,018
	4,728		4,760
Accumulated depreciation and amortization	(2,638)		(2,404)
Property, plant and equipment, net	$	2,090	$	2,356

Total depreciation and amortization expense in the consolidated statements of operations was $280,000 and $347,000 for the three months ended March 31, 2024 and 2023, respectively. Our Intellectual Property Operations and parent company include depreciation and amortization in general and administrative expenses. For the three months ended March 31, 2024 and 2023, our Industrial Operations allocated depreciation and amortization, totaling $252,000 and $313,000 to all applicable operating expense categories, including cost of sales of $106,000 and $111,000, respectively.

6. OIL AND NATURAL GAS PROPERTIES, NET

Benchmark's oil and natural gas properties consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Total proved properties costs	$	25,533	$	25,276
Accumulated depletion and depreciation	(581)		(159)
Oil and natural gas properties, net	$	24,952	$	25,117

Total depletion and depreciation expense in the consolidated statements of operations was $422,000 for the three months ended March 31, 2024 and includes depletion and depreciation in cost of production. Benchmark determined no impairment to proved oil and natural gas properties was necessary as of March 31, 2024.

7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Changes in the carrying amount of goodwill consisted of the following:

	March 31, 2024
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	1,449	$	8,990
Acquisition of business	—		—		—
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

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	December 31, 2023
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	—	$	7,541
Acquisition of business	—		1,449		1,449
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

The ending balance of goodwill includes no accumulated impairment losses to date. Refer to Note 1 for additional information related to the Printronix and Benchmark acquisitions.

Other intangible assets, net consisted of the following:

	March 31, 2024
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	341,403	$	(319,547)	$	21,856
Industrial operations	7 years	3,400		(1,203)		2,197
Total patents		344,803		(320,750)		24,053
Customer relationships - industrial operations	7 years	5,300		(1,878)		3,422
Trade name and trademarks - industrial operations	7 years	3,430		(1,215)		2,215
Total		$	353,533	$	(323,843)	$	29,690

	December 31, 2023
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	341,403	$	(316,114)	$	25,289
Industrial operations	7 years	3,400		(1,083)		2,317
Total patents		344,803		(317,197)		27,606
Customer relationships - industrial operations	7 years	5,300		(1,689)		3,611
Trade name and trademarks - industrial operations	7 years	3,430		(1,091)		2,339
Total		$	353,533	$	(319,977)	$	33,556

Total other intangible asset amortization expense in the consolidated statements of operations was $3.9 million and $3.0 million for the three months ended March 31, 2024 and 2023, respectively. The Company did not record charges related to impairment of other intangible assets for the three months ended March 31, 2024 and 2023. There was no accelerated amortization of other intangible assets for the three months ended March 31, 2024 and 2023. Intellectual Property Operations amortization of patents is expensed in cost of revenues and Industrial Operations amortization is expensed in general and administrative expenses.

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The following table presents the scheduled annual aggregate amortization expense (in thousands):

Years Ending December 31,
Remainder of 2024	$	10,964
2025	12,485
2026	3,173
2027	1,734
2028	1,334
Total	$	29,690

During the year ended December 31, 2022, ARG entered into an agreement granting ARG the exclusive option to acquire all rights to license and enforce a patent portfolio and all future patents and patent applications, and incurred $15.0 million of certain patent and patent rights costs, of which was fully paid in 2023. The patent costs are included in prepaid expenses and other current assets in the consolidated balance sheet as of March 31, 2024. As of December 31, 2023, ARG accrued $4.0 million of certain patent and patent rights acquisition costs, which was paid on January 31, 2024. As of March 31, 2024 and December 31, 2023, zero and $4.0 million of certain patent and patent rights acquisition costs was accrued, respectively, and included in accrued expenses and other current liabilities (see Note 8).

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Accrued consulting and other professional fees	$	832	$	1,595
Income taxes payable	1,313		619
Product warranty liability, current	27		30
Service contract costs, current	168		169
Short-term lease liability	1,094		1,248
Accrued patent cost (see Note 7)	—		4,000
Other accrued liabilities	556		744
Total	$	3,990	$	8,405

9. STARBOARD INVESTMENT

In order to establish a strategic and ongoing relationship between the Company and Starboard, on November 18, 2019, the Company and Starboard entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which Starboard acquired (i) 350,000 shares of Series A Redeemable Convertible Preferred Stock with a stated value of $100 per share, (ii) Series A Warrants to purchase up to 5,000,000 shares of the Company's common stock (the “Series A Warrants”) and (iii) Series B Warrants to purchase up to 100,000,000 shares of the Company's common stock.

On November 12, 2021, the Board of Directors of the Company (the "Board") formed a Special Committee comprised of directors not affiliated or associated with Starboard in order to explore the possibility of simplifying the Company’s capital structure. Management of the Company believed that the Company’s capital structure, with multiple different series of securities, made it difficult for investors to understand and value the Company and created an impediment to new public investment.

As a result, on October 30, 2022, and following the unanimous recommendation of the Special Committee of the Board, the Company entered into the Recapitalization Agreement with Starboard in order to simplify the Company’s capital structure, pursuant to which, among other things, (1) effective as of November 1, 2022, Starboard exercised the Series A Warrants in full and received 5,000,000 shares of the Company’s common stock, (2) Starboard purchased 15,000,000 shares of the Company’s common stock pursuant to the Concurrent Private Rights Offering (as defined below) and the Unadjusted Series B Warrants (as defined below) were cancelled, and (3) on July 13, 2023, (a) Starboard converted

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350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of the Company’s common stock, and (b) Starboard exercised 31,506,849 of the Series B Warrants through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), resulting in the receipt by Starboard of 31,506,849 shares of common stock, the cancellation of $60.0 million aggregate principal amount of the Company’s senior secured notes held by Starboard (the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $55.0 million. As a result, Starboard beneficially owned 61,123,595 shares of common stock as of July 13, 2023, representing approximately 61.2% of the common stock based on 99,886,322 shares of common stock issued and outstanding as of such date. Accordingly, no shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding.

As applicable, the following discussion of Starboard’s investments in the Company reflect the transactions effected pursuant to the Recapitalization Agreement.

Series A Redeemable Convertible Preferred Stock

Per its terms, the Series A Redeemable Convertible Preferred Stock could be converted into a number of shares of common stock equal to (i) the stated value thereof plus accrued and unpaid dividends, divided by (ii) the conversion price of $3.65 (subject to certain anti-dilution adjustments) and holders of the Series A Redeemable Convertible Preferred Stock could elect to convert the Series A Redeemable Convertible Preferred Stock into common stock at any time.

Further, the Series A Redeemable Convertible Preferred Stock accrued cumulative dividends quarterly at annual rate of 3.0% on the stated value. Upon consummation of the Printronix acquisition in October 2021, the dividend rate increased to 8.0% on the stated value. There were no accrued and unpaid dividends as of March 31, 2024 and December 31, 2023.

Under the Recapitalization Agreement, the Company and Starboard agreed to take certain actions related to the Series A Preferred Stock in connection with the Recapitalization, including submitting a proposal for stockholder approval to remove the “4.89% blocker” provision contained in the Company's Amended and Restated Certificate of Designations (the "Amendment to the Amended and Restated Certificate of Designations"). The Company’s stockholders approved the Amendment to the Amended and Restated Certificate of Designations at the Company’s annual meeting of stockholders held on May 16, 2023 which became effective on June 30, 2023. Subsequently, and in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, on July 13, 2023, Starboard converted an aggregate amount of 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of common stock, which included 27,704 shares of common stock issued in respect of accrued and unpaid dividends. Following Starboard’s conversion of its 350,000 shares of Series A Redeemable Convertible Preferred Stock, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding, which resulted in a fair value of zero.

The Company classified the Series A Redeemable Convertible Preferred Stock as mezzanine equity as the instrument would become redeemable at the option of the holder in various scenarios or otherwise on November 15, 2027. As it was probable that the Series A Redeemable Convertible Preferred Stock would become redeemable, the Company accreted the instrument to its redemption value using the effective interest method and recognized any changes against additional paid in capital in the absence of retained earnings. The Company determined that upon entering into the Recapitalization Agreement, the Series A Redeemable Convertible Preferred Stock was not modified related to the redemption, as such action was subject to the receipt of stockholder approval at the Company’s next annual meeting of stockholders. Accordingly, the Series A Redeemable Convertible Preferred Stock continued to be classified as temporary equity and continued to be accreted to its redemption value to the earliest redemption date of November 15, 2024. Accretion for the three months ended March 31, 2024 and 2023 was zero and $1.6 million, respectively.

Series B Warrants

On February 25, 2020, pursuant to the terms of the Securities Purchase Agreement with Starboard, the Company issued Series B Warrants to purchase up to 100,000,000 shares of the Company’s common stock at an exercise price (subject to certain price-based anti-dilution adjustments) of either (i) $5.25 per share, if exercising by cash payment, within 30 months from the issuance date (i.e., August 25, 2022); or (ii) $3.65 per share, if exercising by cancellation of a portion of the Senior Secured Notes. The Company issued the Series B Warrants for an aggregate purchase price of $4.6 million. The Series B Warrants had an expiration date of November 15, 2027.

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In connection with the issuance of the Senior Secured Notes on June 4, 2020, the terms of certain of the Series B Warrants were amended to permit the payment of the lower exercise price of $3.65 through the payment of cash, rather than only through the cancellation of Senior Secured Notes outstanding, at any time until the expiration date of November 15, 2027. 31,506,849 of the Series B Warrants were subject to this adjustment with the remaining balance of 68,493,151 Series B Warrants continuing under their original terms (the Series B Warrants not subject to such adjustment, the “Unadjusted Series B Warrants”).

During the third quarter of 2022, the cash exercise feature of the Unadjusted Series B Warrants expiration date of August 25, 2022 was extended to October 28, 2022. On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for the related 68,493,151 warrants. In March 2023, the Unadjusted Series B Warrants were cancelled immediately following the completion of the Rights Offering (as described below). In 2023, the remaining 31,506,849 Series B Warrants were exercised.

Further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, on July 13, 2023, Starboard completed the Series B Warrants Exercise. Pursuant to the Series B Warrants Exercise, the Company effectively cancelled $60.0 million aggregate principal amount of Senior Secured Notes held by Starboard and received aggregate gross proceeds of approximately $55.0 million. At the closing of the Series B Warrants Exercise, the Company paid to Starboard an aggregate amount of $66.0 million (the “Recapitalization Payment”) representing a negotiated settlement of the foregone time value of the Series B Warrants and the Series A Redeemable Convertible Preferred Stock (which amount was paid through a reduction in the exercise price of the Series B Warrants). The Recapitalization Payment effectively modified the exercise price of the Series B Warrants. Upon the Series B Warrants Exercise, Starboard exercised the Series B Warrants at a reduced price and the Company issued an aggregate of 31,506,849 shares of the Company’s common stock to Starboard in consideration of the cash payment and cancellation of any outstanding Senior Secured Notes.

The Series B Warrants were classified as a liability in accordance with ASC 480, "Distinguishing Liabilities from Equity", as the agreement provided for net cash settlement upon a change in control, which was outside the control of the Company. In connection with the Recapitalization Agreement and related warrant modification, the Company recognized the incremental fair value as a component of the change in fair value of the Series B Warrants in other expense as of December 31, 2022.

The Series B Warrants were recognized at fair value at each reporting period until exercised, which resulted in a fair value of zero, with changes in fair value recognized in other income or (expense) in the consolidated statements of operations. As of March 31, 2024, no Series B warrants were issued or outstanding.

Rights Offering and Concurrent Private Rights Offering

On February 14, 2023, pursuant to the requirements of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the Company commenced a rights offering (the “Rights Offering”). Under the terms of the Rights Offering, the Company distributed non-transferable subscription rights to record holders (“Eligible Securityholders”) of the Company’s common stock held as of 5 p.m. Eastern time on February 13, 2023, the record date for the Rights Offering. The subscription period for the Rights Offering terminated at 5 p.m. Eastern time on March 1, 2023 (the “Expiration Time”). Pursuant to the Rights Offering, Eligible Securityholders received one non-transferable subscription right (a “Subscription Right”) for every four shares of common stock owned by such Eligible Securityholders. Each Subscription Right entitled an Eligible Securityholder to purchase, at such Eligible Securityholder’s election, one share of common stock at a price of $5.25 per share (the “Subscription Price”).

Starboard received private subscription rights to purchase up to 28,647,259 shares of common stock at the Subscription Price pursuant to a concurrent private rights offering (the “Concurrent Private Rights Offering”) in connection with their ownership of common stock and, on an as-converted basis, the Company’s Series B Warrants and shares of the Company’s Series A Redeemable Convertible Preferred Stock. The private subscription rights provided to Starboard pursuant to the Concurrent Private Rights Offering were on substantially the same terms as the Subscription Rights, and were distributed substantially concurrently with the distribution of the Subscription Rights and expired at the Expiration Time. In connection with the Rights Offering, Starboard purchased 15,000,000 shares of common stock.

The Company determined that upon entering into the Recapitalization Agreement on October 30, 2022, the Rights Offering and Concurrent Private Rights Offering and related commitment required no recognition in the Company's financial statements. The Company recognized the proceeds received from the sale of the shares in equity when the sale occurred.

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The Company received aggregate gross proceeds of approximately $361,000 from the Rights Offering and aggregate gross proceeds of approximately $78.8 million from the Concurrent Private Rights Offering and issued an aggregate of 15,068,753 shares of common stock.

The Rights Offering was made pursuant to a prospectus supplement to the Company’s shelf registration statement on Form S-3 (No. 333-249984), filed with the SEC on February 14, 2023.

Governance

Under the Recapitalization Agreement, the parties agreed that for a period from the date of the Recapitalization Agreement until May 12, 2026 (the “Applicable Period”), the Board of the Company will include at least two (2) directors that are independent of, and not affiliates (as defined in Rule 144 of the Securities Exchange Act of 1934, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T. Kohlberg satisfying this initial condition under the Recapitalization Agreement. The parties also agreed that Katharine Wolanyk would continue to serve as a director of the Company until at least May 12, 2024 (or such earlier date if Ms. Wolanyk is unwilling or unable to serve as a director for any reason or resigns as a director). Additionally, the Company appointed Gavin Molinelli as a member and as Chair of the Board. The Company and Starboard also agreed that, following the closing of the Series B Warrants Exercise until the end of the Applicable Period, the number of directors serving on the Board will not exceed 10 members.

Other Provisions of the Recapitalization Agreement

On February 14, 2023, the Company entered into an amended and restated Registration Rights Agreement with Starboard as contemplated by the Recapitalization Agreement.

Pursuant to the amended Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale of the shares of common stock, issuable or issued to Starboard pursuant to or in accordance with Section 1.1 of the Recapitalization Agreement, including the shares issued to Starboard in the Concurrent Private Rights Offering, within 90 days after a written request made prior to the first anniversary of the Closing Date (as defined in the Registration Rights Agreement). The Registration Rights Agreement also provides Starboard with additional rights to require that the Company file a registration statement in other circumstances. The Registration Rights Agreement includes other customary terms.

The Recapitalization Agreement includes a “fair price” provision requiring, in addition to any other stockholder vote required by the Company’s Certificate of Incorporation or Delaware law, the affirmative vote of the holders of a majority of the outstanding voting stock held by stockholders of the Company other than Starboard and its affiliates, by or with whom or on whose behalf, directly or indirectly, a business combination is proposed, in order to approve such a business combination; provided, that the additional majority voting requirement would not be applicable if either (x) the business combination is approved by the Board by the affirmative vote of at least a majority of the directors who are unaffiliated with Starboard or (y) (i) the consideration to be received by stockholders other than Starboard and its affiliates meets certain minimum price conditions, and (ii) the consideration to be received by stockholders other than Starboard and its affiliates is of the same form and kind as the consideration paid by Starboard and its affiliates.

The Recapitalization Agreement also provided that, effective as of the later of the closing of the Recapitalization Transactions and the date on which no Senior Secured Notes remain outstanding, (i) the Securities Purchase Agreement and (ii) that certain Governance Agreement, dated as of November 18, 2019, as amended and restated on January 7, 2020 (the "Governance Agreement"), would be automatically terminated and of no further force and effect without any further action by any party thereto. As a result of the closing of the Recapitalization Transactions, the Securities Purchase Agreement and the Governance Agreement have been terminated and are of no further force and effect.

Services Agreement

On December 12, 2023, the Company entered into a Services Agreement with Starboard (the “Services Agreement”), pursuant to which, upon the Company’s request, Starboard will provide to the Company certain trade execution, research, due diligence and other services. Starboard has agreed to provide the services on an expense reimbursement basis and no separate fee will be charged by Starboard for the services. During the three months ended March 31, 2024 the Company did not make any reimbursements to Starboard under the Services Agreement.

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10. 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:  Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs, including the entity’s own assumptions in determining the fair value of derivatives and certain investments.

Whenever possible, the Company is required to use observable market inputs (Level 1) 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. In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy.

The Company held the following types of financial instruments at fair value on a recurring basis as of March 31, 2024 and December 31, 2023:

Equity Securities. Equity securities includes investments in public company common stock and are recorded at fair value based on the quoted market price of each share on the valuation date. The fair value of these securities are within Level 1 of the valuation hierarchy. Equity investments that do not have regular market pricing, but for which fair value can be determined based on other data values or market prices, are recorded at fair value within Level 2 of the valuation hierarchy. The Company has elected to apply the fair value method to one equity securities investment that would otherwise be accounted for under the equity method of accounting. On November 1, 2023, the Company, through a wholly owned subsidiary, entered into the Arix Shares Purchase Agreement with RTW Bio to sell its shares of Arix to RTW Bio for a purchase price of $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). On January 19, 2024, the Company completed such sale for $57.1 million. As a result, as of March 31, 2024, the aggregate carrying amount of this investment was zero, and was included in equity securities, in the consolidated balance sheet (refer to Note 3 for additional information).

Commodity Derivative Instruments: Commodity derivative instruments are recorded at fair value using industry standard models using assumptions and inputs which are substantially observable in active markets throughout the full term of the instruments. These include market price curves, quoted market prices in active markets, credit risk adjustments, implied market volatility and discount factors. The fair value of these instruments are within Level 2 of the valuation hierarchy. During 2024, Benchmark executed derivative contracts with a single counterparty and also executed an International Swap Dealers Association Master Agreement ("ISDA") with its counterparty, the terms of which provide Benchmark and its counterparty with rights of offset. There are no derivative assets that were subjected to offset for the three months ended March 31, 2024. As of March 31, 2024, the aggregate fair value of the open commodity derivatives was $2.1 million and is included in prepaid expenses and other current assets and other non-current assets, in the consolidated balance sheet (refer to Note 2 to the consolidated financial statements included in our 2023 Annual Report).

Series B Warrants. Series B Warrants are recorded at fair value, using a Black-Scholes option-pricing model (Level 3). On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for such warrants (refer to Note 9 for additional information). The fair value of the remaining Series B Warrants as of July 13, 2023 was estimated based on the following significant assumptions: volatility of 120 percent, risk-free rate of 5.24 percent, term of 0.04 years and a dividend yield of 0 percent. On July 13, 2023, further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the remaining Series B Warrants were exercised,

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which also resulted in a fair value of zero as of December 31, 2023 (refer to Note 9 for additional information). As of March 31, 2024, no Series B warrants were issued or outstanding. Refer to the "Embedded derivative liabilities" discussion below for additional information on assumptions.

Embedded derivative liabilities. Embedded derivatives that are required to be bifurcated from their host contract are evaluated and valued separately from the host instrument. During the quarter ended December 31, 2022 in connection with the Recapitalization Agreement, the Company changed its methodology from a binomial lattice framework to an as-converted value (Level 3), based on an expected Series A Redeemable Convertible Preferred Stock conversion date on or prior to July 14, 2023 (refer to Note 9 for additional information).

The volatility of the Company’s common stock is estimated by analyzing the Company’s historical volatility, implied volatility of publicly traded stock options, and the Company’s current asset composition and financial leverage. Prior to December 31, 2022, the selected volatility, as described herein, represented a haircut from the Company’s actual realized historical volatility. A volatility haircut is a concept used to describe a commonly observed occurrence in which the volatility implied by market prices involving options, warrants and convertible debt is lower than historical actual realized volatility. The risk-free interest rate was based on the yield on the U.S. Treasury with a remaining term equal to the expected term of the conversion and early redemption options. The fair value of the embedded derivative as of July 13, 2023 was estimated based on the following significant assumptions: coupon rate of 8.00 percent, conversion ratio of 27.40, conversion date of July 14, 2023 and a discount rate of 14.80 percent. On July 13, 2023, in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, Starboard converted the Series A Redeemable Convertible Preferred Stock into common stock, which resulted in a fair value of zero as of December 31, 2023 (refer to Note 9 for additional information). As of March 31, 2024, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding.

Financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
March 31, 2024:
Equity securities	$	22,918	$	—	$	—	$	22,918
Commodity derivative instruments	—		2,094		—		2,094
Total	$	22,918	$	2,094	$	—	$	25,012
December 31, 2023:
Equity securities	$	63,068	$	—	$	—	$	63,068
Commodity derivative instruments	—		2,723		—		2,723
Total	$	63,068	$	2,723	$	—	$	65,791

Benchmark's realized derivative gain of $800,000 and unrealized derivative loss of $629,000 for the three months ended March 31, 2024 and are included in other income or (expense) in the consolidated statements of operations. No amounts are netted under the terms of the ISDA.

The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which were measured at fair value on a recurring basis. There are no Level 3 liabilities as of March 31, 2024. The changes in the estimated fair value of the Company's Level 3 liabilities as of March 31, 2023 were as follows:

	Series A Embedded Derivative Liabilities		Series B Warrant Liabilities		Total
	(In thousands)
Balance at December 31, 2022	$	16,835	$	84,780	$	101,615
Remeasurement to fair value	(5,023)		(11,628)		(16,651)
Balance at March 31, 2023	11,812		73,152		84,964

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In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of equity securities without readily determinable fair value, equity method investments and patents on a quarterly basis for indications of impairment, and other long-lived assets at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required.

11. RELATED PARTY TRANSACTIONS

The Company reimbursed an aggregate amount of zero and $20,000 during the three months ended March 31, 2024 and 2023, respectively, to former executive officers in connection with legal fees incurred following such officers’ respective departures from the Company.

In 2023, the Company entered into a Loan Facility ("Loan Facility") with a private portfolio company. As of March 31, 2024 and December 31, 2023, the Loan Facility balance was $2.6 million and $2.2 million, respectively. The Loan Facility bore an interest rate of 9.5% per annum. We recorded $59,000 in interest income during the three months ended March 31, 2024. The receivable is included in other non-current assets in the consolidated balance sheets.

Refer to Note 9 for information about the Recapitalization Agreement and Services Agreement with Starboard.

12. COMMITMENTS AND CONTINGENCIES

Facility Leases

Acacia primarily leases office facilities under operating lease arrangements that will end in various years through July 2027.

On June 7, 2019, Acacia entered into a building lease agreement with Jamboree Center 4 LLC. Pursuant to the lease, we have leased 8,293 square feet of office space in Irvine, California. The lease commenced on August 1, 2019. The term of the lease is 60 months from the commencement date, provides for annual rent increases, and does not provide us the right to early terminate or extend our lease terms.

On January 7, 2020, Acacia entered into a building lease agreement with Sage Realty Corporation. Pursuant to the lease, as amended, we have leased approximately 8,600 square feet of office space for our corporate headquarters in New York, New York. The lease commenced on February 1, 2020. The term of the initial lease was 24 months from the commencement date, provides for annual rent increases, and does not provide us the right to early terminate or extend our lease terms. During August 2021, we entered into a first amendment of the New York office lease, to commence for a period of three years upon landlord's substantial completion of adequate substitution space. On January 25, 2022, the substitution space was substantially completed and the new expiration date is February 28, 2025. During July 2022, we entered into a second amendment of the New York office lease, to add space to the existing premises and increase the annual fixed rent through the existing expiration date. The new fixed rent commenced upon landlord's substantial completion of the additional space, which occurred on September 19, 2022. On June 23, 2023, the Company notified the landlord of its election to early terminate the lease effective as of March 31, 2024, pursuant to the terms set forth in the lease. In connection with such early termination election, the Company paid the landlord a termination payment as set forth in the lease. During September 2023, we entered into a fourth amendment of the New York office lease, which provides for (among other things): (a) the surrender a portion of the premises (Unit 602) effective as of March 31, 2024; (b) the rescission of the early termination election as it relates to the remaining portion of the premises (Unit 601); (c) an extension of the lease term with respect to Unit 601 for 40 months commencing on April 1, 2024 and expiring on July 31, 2027; and (d) annual rent increases, with no right to early terminate or extend the lease.

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Printronix conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through February 2028. Printronix has leased 73,649 square feet of facilities space, of which the significant leases are as follows:

•On November 10, 2020, Printronix entered into a building lease agreement with PPC Irvine Center Investment, LLC for 8,662 square feet of office space in Irvine, California. The lease commenced on April 1, 2021. The term of the lease is 65 months from the commencement date, provides for annual rent increases and provides the right to early terminate the lease under certain circumstances, as well as extend the lease term.

•On September 30, 2019, Printronix entered into a building lease agreement with Dynamics Sing Sdn. Bhd for 52,000 square feet of warehouse/manufacturing space in Johor, Malaysia. The lease commenced on December 29, 2019. The term of the lease is 48 months from the commencement date, has no annual rent increases and provides the right to early terminate or extend our lease term. The Malaysia factory lease has two renewal options for an additional four years and one additional renewal option for two years. On July 26, 2023, Printronix entered into a lease agreement to renew the lease for another 24 months commencing on December 29, 2023.

•On June 2, 2022, Printronix entered into a building lease agreement with HSBC Institutional Trust Services (Singapore) Limited for 4,560 square feet of office space in Singapore. The lease commenced on June 13, 2022. The term of the lease is 36 months from the commencement date, has no annual rent increases and does not provide the right to early terminate or extend the lease term.

•On November 28, 2019, Printronix entered into a building lease agreement with PF Grand Paris for 3,045 square feet of office space in Paris, France. The lease commenced on March 1, 2019. The term of the lease is 109 months from the commencement date, has no annual rent increases and provides the right to early terminate the lease under certain circumstances, however it does not provide for an extension of the lease term.

•On November 1, 2020, Printronix entered into a building lease agreement with Shanghai SongYun Enterprise Management Center for 2,422 square feet of office space in Shanghai, China. The lease commenced on November 1, 2020. The term of the lease is 48 months from the commencement date, has no annual rent increases and provides the right to early terminate or extend the lease term.

The Company's operating lease costs were $336,000 and $388,000 for the three months ended March 31, 2024 and 2023, respectively.

The table below presents aggregate future minimum lease payments due under the Company's leases discussed above, reconciled to long-term lease liabilities and short-term lease liabilities (included in accrued expenses and other current liabilities) included in the consolidated balance sheet as of March 31, 2024 (in thousands):

Years Ending December 31,
Remainder of 2024	$	825
2025	924
2026	579
2027	243
Total minimum payments	2,571
Less: short-term lease liabilities	(1,094)
Long-term lease liabilities	$	1,477

Inventor Royalties and Contingent Legal Expenses

In connection with the investment in certain patents and patent rights, ARG and its 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.

ARG or its 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

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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 Legal Proceedings

The Company 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 the Company’s consolidated financial position, results of operations or cash flows.

Subsidiaries of ARG are often required to engage in litigation to enforce their patents and patent rights. In connection with any such patent enforcement actions, it is possible that a defendant may request and/or a court may rule that a 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 ARG or its subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material.

On September 6, 2019, Slingshot Technologies, LLC (“Slingshot”), filed a lawsuit in Delaware Chancery Court against the Company and ARG (collectively, the “Acacia Entities”), Monarch Networking Solutions LLC (“Monarch”), Acacia board member Katharine Wolanyk, and Transpacific IP Group, Ltd. (“Transpacific”). Slingshot alleges that the Acacia Entities and Monarch misappropriated its confidential and proprietary information, purportedly furnished to the Acacia Entities and Monarch by Ms. Wolanyk, in acquiring a patent portfolio from Transpacific after Slingshot’s exclusive option to purchase the same patent portfolio from Transpacific had already expired. Slingshot seeks monetary damages, as well as equitable and injunctive relief related to its alleged right to own the portfolio. On March 15, 2021, the Court issued orders granting Monarch’s motion to dismiss for lack of personal jurisdiction and Ms. Wolanyk’s motion to dismiss for lack of subject matter jurisdiction. The remaining parties served written discovery requests and responses, exchanged their respective document productions, and completed depositions as of October 27, 2022. On November 18, 2022, the Acacia Entities and Transpacific filed motions for summary judgment on Slingshot’s claims. Slingshot filed its opposition to the summary judgment motions on December 23, 2022, and the Acacia Entities and Transpacific filed their replies on January 10, 2023. The Chancery Court took off calendar the two-day trial on liability that had been scheduled for April 18–19, 2023, and instead set the hearing on the summary judgment motions for April 19, 2023. On April 19, 2023, the Chancery Court heard oral argument and took the summary judgment motions under advisement. On July 26, 2023, the Court held a telephonic hearing during which it delivered its ruling on the motions for summary judgment. The Court granted Transpacific’s motion and deferred ruling on the Acacia Entities’ motion pending further briefing as to whether the Court has subject matter jurisdiction. On September 14, 2023, the Acacia Entities and Slingshot filed a joint submission with the Chancery Court agreeing to proceed in Delaware Superior Court based on the Chancery Court’s apparent lack of subject matter jurisdiction over the remaining claims, and on September 21, 2023, the Chancery Court issued an order transferring the case to Delaware Superior Court. The case was subsequently assigned to Judge Eric M. Davis in the Complex Commercial Litigation Division of the Superior Court. On January 8, 2024, Judge Davis held an initial status conference, during which he instructed the Acacia Entities and Slingshot to refile their respective summary judgment briefs in Superior Court for the Court's consideration. The oral arguments on the Acacia Entities' motion for summary judgment took place on March 28, 2024. In the event that the Court denies the motion, it will set the case for trial.

In February 2017, AIP Operation LLC, or AIP, an indirect subsidiary of the Company, adopted a Profits Interests Plan that granted a profit interest in Veritone 10% Warrants held by AIP to certain members of management and the Board of Directors of the Company as compensation for services rendered. Those members of management and the Board separated from Acacia in 2018 and 2019 and the Veritone 10% Warrants were exercised in 2020 and 2021.

In the first quarter of 2024, we accrued for a potential legal liability in connection with an ongoing matter involving those former executives' separation from Acacia and their related profit interests in AIP (the "AIP Matter"). The accrued amount is an estimate based on best available information to the Company. For the three months ended March 31, 2024, other income (expense) includes an additional accrual of $6.2 million for amounts in connection with the AIP Matter, which is incremental to the $2.3 million that was expensed in prior periods. As of March 31, 2024, the related accrued loss contingency was $8.5 million, which is inclusive of the incremental accrual of $6.2 million.

Guarantees and Indemnifications

Acacia and 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

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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 material payments related to these guarantees and indemnities. Acacia estimates the fair value of its indemnification obligations to be immaterial based on this history and therefore, have not recorded any material liability for these guarantees and indemnities in the consolidated balance sheets. Additionally, no events or transactions have occurred that would result in a material liability as of March 31, 2024.

Printronix posted collateral in the form of a surety bond or other similar instruments, which are issued by independent insurance carriers (the “Surety”), to cover the risk of loss related to certain customs and employment activities. If any of the entities that hold such bonds should require payment from the Surety, Printronix would be obligated to indemnify and reimburse the Surety for all costs incurred. As of March 31, 2024 and December 31, 2023, Printronix had approximately $100,000 of these bonds outstanding.

Environmental Cleanup

Energy Operations

Benchmark is engaged in oil and natural gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well production and also may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to oil and natural gas wells and the operation thereof. In connection with Benchmark's acquisition of existing or previously drilled well bores, Benchmark may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental cleanup or restoration, Benchmark would be responsible for curing such a violation. No claim has been made, nor is management aware of any liability that exists, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations relating thereto for the three months ended March 31, 2024.

13. STOCKHOLDERS’ EQUITY

Repurchases of Common Stock

On March 31, 2022, the Board approved a stock repurchase program for up to $40.0 million of shares of common stock. The repurchase authorization had no time limit and did not require the repurchase of a minimum number of shares. The common stock may be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act. During July 2022, we completed the March 2022 program with total common stock purchases of 8,453,519 shares for the aggregate amount of $40.0 million.

On November 9, 2023, the Board approved a stock repurchase program for up to $20.0 million, subject to a cap of 5,800,000 shares of common stock. The repurchase authorization has no time limit and does not require the repurchase of a minimum number of shares. The common stock may be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act. There have been no stock repurchases under this repurchase program for the three months ended March 31, 2024.

In determining whether or not to repurchase any shares of Acacia’s common stock, management considers such factors, among others, as market conditions, legal requirements, stock price, 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 its stock repurchase programs. The authorization to repurchase shares provides an opportunity to reduce the outstanding share count and enhance stockholder value.

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Tax Benefits Preservation Charter Provision

The Company has a provision in its Amended and Restated Certificate of Incorporation, as amended (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. The purpose of the Charter Provision is to protect the Company’s ability to utilize potential tax assets, such as net operating loss carryforwards and tax credits to offset potential future taxable income.

14. 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. The Plans allow grants of stock options, stock awards and restricted stock units with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. The 2013 Plan expired in May 2023, therefore, Acacia exclusively grants awards under the 2016 Plan. Except as noted below, the terms and provisions of the Plans are identical in all material respects.

Acacia’s compensation committee administers the Plans. The compensation committee determines which eligible individuals are to receive option grants, stock issuances or restricted stock units under the Plans, 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, stock issuance or restricted stock units and the maximum term for which any granted option is to remain outstanding. The exercise price of options is equal to the fair market value of Acacia’s common stock on the date of grant. Options generally begin to be exercisable one year after grant and expire ten years after grant. Stock options with time-based vesting generally vest over three years and restricted shares and restricted stock units with time-based vesting generally vest in full after one 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:

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 receiving RSAs under the 2016 Plan shall have full stockholder rights with respect to any shares of common stock issued to them under the Stock Issuance Program once those shares are vested, and under the 2013 Plan, had 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 was vested. Accordingly, once full stockholder rights are obtained, the eligible individuals shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

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 100% 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).

Discretionary Restricted Stock Unit Grant Program. Under the discretionary restricted stock unit program, Acacia's compensation committee may grant restricted stock units to eligible individuals, which vest upon the attainment of performance milestones or the completion of a specified period of service. During June 2023, Acacia's compensation committee adopted a long-term incentive program to incentivize and reward employees, including members of the Company's executive leadership team, for driving Acacia's performance over the longer-term and to align employees and shareholders. Under the long-term incentive program, Acacia's compensation committee granted RSUs subject to time-based vesting requirements and PSUs subject to performance-based vesting requirements to employees of the parent company, including the Company's Chief Executive Officer, interim Chief Financial Officer, Chief Administrative Officer and General Counsel. The grants are generally intended to cover two years of annual grants (fiscal years 2023 and 2024).

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The number of shares of common stock initially reserved for issuance under the 2013 Plan was 4,750,000 shares. The 2013 Plan has expired, and while awards remain outstanding under the 2013 Plan, no new awards may be granted under the 2013 Plan. The stock issued, or issuable pursuant to still-outstanding awards, 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.

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, which were transferred into the 2016 Plan as of the effective date of the 2016 Plan. In May 2022, security holders approved an increase of 5,500,000 shares of common stock authorized to be issued pursuant to the 2016 Plan. At March 31, 2024, there were 1,457,214 shares available for grant under the 2016 Plan.

Upon the exercise of stock options, the granting of RSAs, or the delivery of shares pursuant to vested RSUs, it is Acacia’s policy to issue new shares of common stock. The Board may amend or modify the 2016 Plan at any time, subject to any required stockholder approval. As of March 31, 2024, there are 5,604,578 shares of common stock reserved for issuance under the 2016 Plan.

The following table summarizes stock option activity for the Plans:

	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
					(In thousands)
Outstanding at December 31, 2023	1,108,187		$	4.18	$	187	7.9 years
Granted	—		$	—	$	—
Exercised	—		$	—	$	—
Forfeited/Expired	(45,000)		$	5.40	$	—
Outstanding at March 31, 2024	1,063,187		$	4.12	$	1,369	7.9 years
Exercisable at March 31, 2024	556,481		$	4.16	$	711	7.7 years
Vested and expected to vest at March 31, 2024	1,063,187		$	4.12	$	1,369	7.9 years
Unrecognized stock-based compensation expense at March 31, 2024 (in thousands)	$	643
Weighted average remaining vesting period at March 31, 2024	1.7 years

During the three months ended March 31, 2024, there were no stock options granted. The aggregate fair value of options vested during the three months ended March 31, 2024 was $420,000.

The following table summarizes nonvested restricted stock activity for the Plans:

	RSAs				RSUs				PSUs
	Shares		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2023	193,665		$	3.87	1,408,491		$	4.31	1,981,464		$	4.61
Granted	—		$	—	—		$	—	—		$	—
Vested	(109,330)		$	4.06	(275,244)		$	4.10	—		$	—
Forfeited	—		$	—	(30,534)		$	3.93	—		$	—
Nonvested at March 31, 2024	84,335		$	3.63	1,102,713		$	4.38	1,981,464		$	4.61
Unrecognized stock-based compensation expense at March 31, 2024 (in thousands)	$	286			$	3,351			$	—
Weighted average remaining vesting period at March 31, 2024	0.9 years				1.9 years				zero years

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During the three months ended March 31, 2024, there were no RSUs granted. The aggregate fair value of RSAs vested during the three months ended March 31, 2024 was $444,000. The aggregate fair value of RSUs vested during the three months ended March 31, 2024 was $1.1 million. During the three months ended March 31, 2024, RSAs and RSUs totaling 384,574 shares were vested and 148,766 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on the vesting date.

PSUs granted in 2023 can be earned based upon the level of achievement of the Company's compound annual growth rate of its adjusted book value per share, measured over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. The number of PSUs granted in 2023 that can be earned ranges from 0% to 200% of the target number of PSUs granted (up to a maximum of 750,000 shares of Acacia's common stock per recipient). Such number of PSUs that are ultimately earned and eligible to vest will generally become vested on the third anniversary of the grant date subject to continued employment through such date. The Company has not recorded any expense related to the PSUs based on the probability assessment performed as of March 31, 2024.

Compensation expense for share-based awards recognized in general and administrative expenses was comprised of the following:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Options	$	128	$	28
RSAs	106		209
RSUs	624		240
Total compensation expense for share-based awards	$	858	$	477

Total unrecognized stock-based compensation expense as of March 31, 2024 was $4.3 million, which will be amortized over a weighted average remaining vesting period of 1.8 years.

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15. INCOME/LOSS PER SHARE

The following table presents the calculation of basic and diluted income/loss per share of common stock:

	Three Months Ended March 31,
	2024		2023
	(In thousands, except share and per share data)
Numerator:
Net (loss) income attributable to Acacia Research Corporation	$	(186)	$	9,447
Dividend on Series A redeemable convertible preferred stock	—		(700)
Accretion of Series A redeemable convertible preferred stock	—		(1,554)
Undistributed earnings allocated to participating securities	—		(1,235)
Net (loss) income attributable to common stockholders - Basic	(186)		5,958
Add: Dividend on Series A redeemable convertible preferred   stock	—		700
Add: Accretion of Series A redeemable convertible preferred   stock	—		1,554
Less: Change in fair value of Series A redeemable    convertible preferred stock embedded derivative	—		(5,023)
Less: Change in fair value of dilutive Series B warrants	—		(11,628)
Add: Interest expense associated with Starboard Notes,    net of tax	—		708
Add: Undistributed earnings allocated to participating    securities	—		1,235
Net loss attributable to common stockholders - Diluted	$	(186)	$	(6,496)
Denominator:
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Basic	99,745,905		47,971,931
Potentially dilutive common shares:
Series A Redeemable Convertible Preferred Stock	—		9,589,041
Series B Warrants	—		31,506,849
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Diluted	99,745,905		89,067,821
Basic net income per common share	$	—	$	0.12
Diluted net loss per common share	$	—	$	(0.07)
Anti-dilutive potential common shares excluded from the    computation of diluted net income/loss per share:
Equity-based incentive awards	4,231,699		2,368,870
Total	4,231,699		2,368,870

16. SEGMENT REPORTING

As of March 31, 2024, the Company operates and reports its results in three reportable segments: Intellectual Property Operations, Industrial Operations and Energy Operations.

The Company reports segment information based on the management approach and organizes its businesses based on products and services. The management approach designates the internal reporting used by the chief operating decision maker for decision making and performance assessment as the basis for determining the Company’s reportable segments. The performance measure of the Company’s reportable segments is primarily income or (loss) from operations. Income or (loss) from operations for each segment includes all revenues, cost of revenues, gross profit and other operating expenses directly attributable to the segment. Other than the Company's equity securities investments, specific asset information is not included in managements review at this time.

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The Company’s Intellectual Property Operations segment invests in IP and related absolute return assets, and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program. When applicable, we share net licensing revenue with our patent partners as that program matures, on a prearranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our 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 variety of industries. We generate revenues and related cash flows from the granting of IP rights for the use of patented technologies that our operating subsidiaries control or own.

The Company’s Industrial Operations segment generates operating income by designing and manufacturing printers and consumable products for various industrial printing applications. Printers consist of hardware and embedded software and may be sold with maintenance service agreements. Consumable products include inked ribbons which are used in Printronix’s printers. Printronix’s products are primarily sold through channel partners, such as dealers and distributors, to end-users.

The Company's Energy Operations segment generates operating income from its wells and engages in the acquisition, exploration, development, and production of oil and natural gas resources located in Roberts and Hemphill Counties in Texas. Benchmark seeks 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. The Energy Operations reporting segment did not exist prior to the acquisition of Benchmark in November 2023. As of and for the three months ended March 31, 2023, the consolidated results represented the results of the Company's two reporting segments: Intellectual Property Operations and Industrial Operations.

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The Company's segment information is as follows:

	Three Months Ended March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues:
License fees	$	13,623	$	—	$	—	$	13,623
Printers and parts	—		3,065		—		3,065
Consumable products	—		5,013		—		5,013
Services	—		763		—		763
Oil sales	—		—		661		661
Natural gas sales	—		—		730		730
Natural gas liquids sales	—		—		465		465
Total revenues	13,623		8,841		1,856		24,320
Cost of revenues:
Inventor royalties	606		—		—		606
Contingent legal fees	1,824		—		—		1,824
Litigation and licensing expenses	1,138		—		—		1,138
Amortization of patents	3,433		—		—		3,433
Cost of sales	—		4,049		—		4,049
Cost of production	—		—		1,315		1,315
Total cost of revenues	7,001		4,049		1,315		12,365
Segment gross profit	6,622		4,792		541		11,955
Other operating expenses:
Engineering and development expenses	—		134		—		134
Sales and marketing expenses	—		1,555		—		1,555
Amortization of intangible assets	—		433		—		433
General and administrative expenses	3,340		1,458		385		5,183
Total other operating expenses	3,340		3,580		385		7,305
Segment operating income	$	3,282	$	1,212	$	156	4,650
Parent general and administrative expenses							6,737
Operating loss							(2,087)
Total other income							789
Loss before income taxes							$	(1,298)

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	Three Months Ended March 31, 2023
	Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues:
License fees	$	4,176	$	—	$	4,176
Printers and parts	—		4,464		4,464
Consumable products	—		5,170		5,170
Services	—		993		993
Total revenues	4,176		10,627		14,803
Cost of revenues:
Inventor royalties	221		—		221
Contingent legal fees	532		—		532
Litigation and licensing expenses	1,384		—		1,384
Amortization of patents	2,601		—		2,601
Cost of sales	—		5,220		5,220
Total cost of revenues	4,738		5,220		9,958
Segment gross profit	(562)		5,407		4,845
Other operating expenses:
Engineering and development expenses	—		216		216
Sales and marketing expenses	—		1,913		1,913
Amortization of intangible assets	—		433		433
General and administrative expenses	1,897		2,285		4,182
Total other operating expenses	1,897		4,847		6,744
Segment operating (loss) income	$	(2,459)	$	560	(1,899)
Parent general and administrative expenses					7,425
Operating income loss					(9,324)
Total other income					21,254
Income before income taxes					$	11,930

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	March 31, 2024		December 31, 2023
	(In thousands)
Equity securities investments:
Equity securities	$	22,918	$	63,068
Equity securities without readily determinable fair value	5,816		5,816
Equity method investments	30,934		30,934
Total parent equity securities investments	59,668		99,818
Other parent assets	261,185		218,909
Segment total assets:
Intellectual property operations	227,050		234,254
Industrial operations	48,863		47,854
Energy operations	34,959		32,710
Total assets	$	631,725	$	633,545

The Company's revenues and long-lived tangible assets by geographic area are presented below. Intellectual Property Operations revenues are attributed to licensees domiciled in foreign jurisdictions. Printronix's net sales to external customers are attributed to geographic areas based upon the final destination of products shipped. The Company, primarily through its Printronix subsidiary, has identified three global regions for marketing its products and services: Americas, Europe, Middle East and Africa, and Asia-Pacific. Assets are summarized based on the location of held assets. Benchmark's sales are only attributed to the United States of America.

	Three Months Ended March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	2,064	$	3,159	$	1,856	$	7,079
Canada and Latin America	1		266		—		267
Total Americas	2,065		3,425		1,856		7,346
Europe, Middle East and Africa	—		2,478		—		2,478
China	4,650		518		—		5,168
India	—		918		—		918
Asia-Pacific, excluding China and India	6,908		1,502		—		8,410
Total Asia-Pacific	11,558		2,938		—		14,496
Total revenues	$	13,623	$	8,841	$	1,856	$	24,320

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	Three Months Ended March 31, 2023
	Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	673	$	4,234	$	4,907
Canada and Latin America	501		219		720
Total Americas	1,174		4,453		5,627
Europe, Middle East and Africa	—		2,965		2,965
China	3,000		843		3,843
India	—		828		828
Asia-Pacific, excluding China and India	2		1,538		1,540
Total Asia-Pacific	3,002		3,209		6,211
Total revenues	$	4,176	$	10,627	$	14,803

	March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	191	$	50	$	24,952	$	25,193
Malaysia	—		1,760		—		1,760
Other foreign countries	—		89		—		89
Total	$	191	$	1,899	$	24,952	$	27,042

	December 31, 2023
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	201	$	92	$	25,117	$	25,410
Malaysia	—		1,949		—		1,949
Other foreign countries	—		114		—		114
Total	$	201	$	2,155	$	25,117	$	27,473

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20. SUBSEQUENT EVENTS

On April 17, 2024, Benchmark consummated the previously announced Transaction contemplated in the Purchase Agreement pursuant to which Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells, for a purchase price of $145 million in cash, subject to customary post-closing adjustments (as described further in Note 1). Following closing, the Company's interest in Benchmark is approximately 73.5%.

Please refer to Note 12 regarding the accrued legal liability fees in connection with the AIP Matter.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report"). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these “forward-looking statements” as a result of various factors including the risks we discuss in "Item 1A. Risk Factors" to our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere herein. For additional information, refer to the section above entitled “Cautionary Note Regarding Forward-Looking Statements.”

See the consolidated financial statements included elsewhere in the Quarterly Report for the definitions of certain capitalized terms used throughout the remainder of this Quarterly Report.

General

We are focused on acquiring and managing companies across industries – including but not limited to the industrial, energy, technology, and healthcare verticals. We focus on identifying, pursuing and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have a wide range of transactional and operational capabilities to realize the intrinsic value in the businesses that we acquire. Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value.

We are particularly attracted to complex situations where we believe value is not fully recognized, the value of certain operations are masked by a diversified business mix, or where private ownership has not invested the capital and/or resources necessary to support long-term value. Through our public market activities, we aim to initiate strategic block positions in public companies as a path to complete whole company acquisitions or strategic transactions that unlock value. We believe this business model is differentiated from private equity funds, which do not typically own public securities prior to acquiring companies, hedge funds, which do not typically acquire entire businesses, and other acquisition vehicles such Special Purpose Acquisition Companies, which are narrowly focused on completing one singular, defining acquisition.

Our focus is companies with market values in the sub-$2 billion range and particularly on businesses valued at $1billion or less. We are, however, opportunistic, and may pursue acquisitions that are larger under the right circumstance.

We believe the Company has the potential to develop advantaged opportunities due to its:

•disciplined focus on identifying opportunities where the Company can be an advantaged buyer, initiate a transaction opportunity spontaneously, avoid a traditional sale process and complete the purchase of a business, division or other asset at an attractive price;

•willingness to invest across industries and in off-the-run, often misunderstood assets that suffer from a complexity discount;

•relationships and partnership abilities across functions and sectors; and

•strong expertise in corporate governance and operational transformation

Our long-term focus positions our businesses to navigate economic cycles and allows sellers and other counterparties to have confidence that a transaction is not dependent on achieving the types of performance hurdles demanded by private equity sponsors. We consider opportunities based on the attractiveness of the underlying cash flows, without regard to a specific fund life or investment horizon.

People, Process and Performance

Our Company is built on the principles of People, Process and Performance. We have built a management team with demonstrated expertise in Research, Transactions and Execution, and Operations and Management of our targeted

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acquisitions. We believe our priorities and skills underpin a compelling value proposition for operating businesses, partners and future acquisition targets, including:

•the flexibility to consummate transactions using financing structures suited to the opportunity and involving third-party transaction structuring as needed;

•the ability to deliver ongoing financial and strategic support; and

•the financial capacity to maintain a long-term outlook and remain committed to a multi-year business plan.

Relationship with Starboard Value, LP

Our strategic relationship with Starboard provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired. Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities.

Intellectual Property Operations

The Company through its Patent Licensing, Enforcement and Technologies Business invests in IP and related absolute return assets and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business, operated under our wholly owned subsidiary, Acacia Research Group, LLC, and its wholly-owned subsidiaries (collectively, “ARG”), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue.

Currently, on a consolidated basis, our 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 variety of industries. We generate revenues and related cash flows from the granting of IP rights for the use of patented technologies that our operating subsidiaries control or own.

We have established a proven track record of licensing and enforcement success with over 1,600 license agreements executed as of March 31, 2024, across nearly 200 patent portfolio licensing and enforcement programs. As of March 31, 2024, we have generated gross licensing revenue of approximately $1.8 billion, and have returned $869.8 million to our patent partners. Since January 1, 2020, we have generated gross licensing revenue of approximately $228.1 million and returned approximately $80.1 million to our patent partners.

For more information related to our Intellectual Property Operations, refer to additional detailed patent business discussion below.

Industrial Operations

In October 2021, we consummated our first operating company acquisition of Printronix. Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments. Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. This acquisition was made at what we believe to be an attractive purchase price, and we are now supporting existing management in its initiative to reduce costs and operate more efficiently and in its execution of strategic partnerships to generate growth.

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For more information related to our Industrial Operations, refer to the section entitled “Industrial Operations Business” below.

Energy Operations

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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. Prior to Benchmark's acquisition of additional assets in April 2024 (as discussed below), Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated. Acacia 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 Company’s consolidated financial statements include Benchmark’s consolidated operations from November 13, 2023 through March 31, 2024. Refer to Note 1 to the consolidated financial statements elsewhere herein for additional information.

On April 17, 2024, Benchmark consummated the previously announced transactions contemplated in the Purchase and Sale Agreement. Pursuant to the Purchase Agreement, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells for a purchase price of $145 million in cash, subject to customary post-closing adjustments. The Company’s contribution to Benchmark to fund its portion of the Purchase Price and related fees was $59.9 million, which was funded from cash on hand. The remainder of the Purchase Price was funded by a combination of borrowings under the Revolving Credit Facility and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. Following closing, the Company’s interest in Benchmark is approximately 73.5%. Refer to Note 2 to the accompanying consolidated financial statements for additional information regarding the Revolving Credit Facility.

For more information, refer to the section entitled “Energy Operations” below.

Recent Business Developments and Trends

Recapitalization

On October 30, 2022, the Company entered into a Recapitalization Agreement with Starboard, pursuant to which, among other things, the Company and Starboard agreed to enter into a series of transactions to restructure Starboard’s existing investments in the Company in order to simplify the Company’s capital structure. Subsequently, and in accordance with the terms contained in the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, on July 13, 2023, Starboard completed the Preferred Stock Conversion.

Further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, on July 13, 2023, Starboard completed the Series B Warrants Exercise, the cancellation of $60.0 million aggregate principal amount of the Senior Secured Notes held by Starboard and the receipt by the Company of aggregate gross proceeds of approximately $55.0 million.

Starboard beneficially owns 61,123,595 shares of our common stock as of May 6, 2024, representing approximately 61.2% of the common stock based on 100,021,951 shares of common stock issued and outstanding as of such date and no shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding.

For a detailed description of the Series B Warrants Exercise, and the cancellations of the Senior Secured notes, the Recapitalization, the Recapitalization Agreement, and the Recapitalization Transactions, see Note 9 to the consolidated financial statements.

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Change of Chief Executive Officer and Litigation Settlement

Since 2021, we have announced various changes to our Board and senior management. Changes in leadership and key management positions have inherent risks, and there are no assurances that any of our recent changes or future changes will not affect our operations and financial condition.

On September 19, 2023, the Company together with ARG amicably settled with Clifford Press, former President and Chief Executive Officer of the Company, all claims, including counterclaims filed by Mr. Press, in connection with the arbitration demand previously filed by the Company against Mr. Press. As part of the settlement, and, in exchange for, among other things, a release of claims by Mr. Press in favor of the Company and agreements by Mr. Press related to non-interference and cooperation, the Company paid to Mr. Press a total of $770,000 along with reimbursement of certain counsel fees and expenses in the amount of $480,000.

In February 2024, after over one year of service from Mr. McNulty as the Company’s Interim Chief Executive Officer, the Board appointed Mr. McNulty as Chief Executive Officer of the Company on a permanent basis. In addition, the Board expanded the size of the Board from six to seven directors and the Board appointed Mr. McNulty Jr. as a director of the Company to serve until the Company’s 2024 annual meeting of stockholders and until his successor is duly elected and qualified.

Life Sciences Portfolio

In June 2020 we acquired a portfolio of investments in 18 public and private life sciences companies (the “Life Sciences Portfolio”). That purchase was funded with a combination of available cash and capital from Starboard, for a total of approximately $282.0 million at the time of acquisition. Through the end of March 31, 2024, we have received proceeds of $564.1 million as we monetized the Life Sciences portfolio. We retained an investment in the Life Sciences Portfolio consisting of public and private securities valued at $25.7 million at March 31, 2024. On January 19, 2024, we completed the sale of our 33,023,210 shares of Arix Bioscience PLC (“Arix”) to RTW Biotech Opportunities Operating Ltd, a subsidiary of RTW Biotech Opportunities Ltd, for $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). Following the completion of the share sale, we no longer own any shares of Arix. Additionally, some of the businesses in which we continue to hold an interest generate income through the receipt of royalties and milestone payments. Refer to Note 3 to the consolidated financial statements elsewhere herein for more information.

Acquisitions

In October 2021, we consummated our first operating company acquisition in connection with our acquisition of Printronix. We acquired all of the outstanding stock of Printronix, for a cash purchase price of approximately $37.0 million, which included an initial $33.0 million cash payment and a $4.0 million working capital adjustment. The Company's consolidated financial statements include Printronix's consolidated operations. Refer to Note 1 to the consolidated financial statements elsewhere herein for additional information.

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.

On April 17, 2024, Benchmark consummated the previously announced Transaction contemplated in the Purchase Agreement pursuant to which Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells, for a purchase price of $145 million in cash, subject to customary post-closing adjustments (as described further in Note 1 to the accompanying consolidated financial statements). Following closing, the Company's interest in Benchmark is approximately 73.5%.

Business Strategy

We intend to grow our Company by acquiring additional operating businesses, energy assets and intellectual property assets. However, we may not complete any acquisitions, and any acquisitions that we complete will be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense, and we may not realize the expected benefits of acquisitions.

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Inflation

Historically, inflation has not had a significant impact on us or any of our subsidiaries. While insignificant to our consolidated enterprise, during the three months ended March 31, 2024, inflation for our Printronix subsidiary slowed down with only a small increase in cost of raw materials than in previous years related to its electronic and electrical and metal components. Printronix will continue to adjust its selling price as required in response to higher costs. Printronix have also implemented cost rationalization measures to combat the rising cost that is driven by inflation and currency pressures. Additionally, our Energy Operations Business may experience inflation. The oil and natural gas industry and the broader U.S. economy have experienced higher than expected inflationary pressures in recent years related to increases in oil and natural gas prices, continued supply chain disruptions, labor shortages and geopolitical instability, among other pressures.

Patent Licensing and Enforcement

Patent Litigation Trial Dates and Related Trials

As of the date of this Quarterly Report, our Patent Licensing, Enforcement and Technologies Business has no pending patent infringement case with scheduled trial dates in the next twelve months. Patent infringement trials are components of its overall patent licensing process and are one of many factors that contribute to possible future revenue generating opportunities. Scheduled trial dates, as promulgated by the respective court, merely provide an indication of when, in future periods, the trials may occur according to the court’s scheduling calendar at a specific point in time. A court may change previously scheduled trial dates. In fact, courts often reschedule trial dates for various reasons that are unrelated to the underlying patent assets and typically for reasons that are beyond the control of our Patent Licensing, Enforcement and Technologies Business. While scheduled trial dates provide an indication of the timing of possible future revenue generating opportunities, the trials themselves and the immediately preceding periods represent the possible future revenue generating opportunities.

Litigation and Licensing Expense

We expect patent-related legal expenses to continue to fluctuate from period to period based on the factors summarized herein, in connection with future trial dates, international enforcement, strategic patent portfolio prosecution and our current and future patent portfolio investment, prosecution, licensing and enforcement activities.

Investments in Patent Portfolios

With respect to our licensing, enforcement and overall business, neither we nor our operating subsidiaries invent new technologies or products; rather, we depend upon the identification and investment in patents, inventions and companies that own IP through our relationships with inventors, universities, research institutions, technology companies and others. If our operating subsidiaries are unable to maintain those relationships and identify and grow new relationships, then we may not be able to identify new technology-based patent opportunities for sustainable revenue and /or revenue growth.

Our current or future relationships may not provide the volume or quality of technologies necessary to sustain our licensing, enforcement and overall business. In some cases, universities and other technology sources compete against us as they seek to develop and commercialize technologies. Universities may receive financing for basic research in exchange for the exclusive right to commercialize resulting inventions. These and other strategies employed by potential partners may reduce the number of technology sources and potential clients to whom we can market our solutions. If we are unable to maintain current relationships and sources of technology or to secure new relationships and sources of technology, such inability may have a material adverse effect on our revenues, operating results, financial condition and ability to maintain our licensing and enforcement business.

Patent Portfolio Intake

One of the significant challenges in the intellectual property industry continues to be quality patent intake due to the challenges and complexity associated with the current patent environment.

During the three months ended March 31, 2024 as well as 2023 and 2022, we did not acquire any new patent portfolios. During 2021, we acquired one new patent portfolio consisting of Wi-Fi 6 standard essential patents. In 2020, we acquired five new patent portfolios consisting of (i) flash memory technology, (ii) voice activation and control technology, (iii)

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wireless networks, (iv) internet search, advertising and cloud computing technology and (v) GPS navigation. The patents and patent rights acquired in 2021 and 2020 have estimated economic useful lives of approximately five years.

Industrial Operations Business

Our Printronix subsidiary is a worldwide leader in multi‐technology supply‐chain printing solutions for a variety of industries, including manufacturing, transportation and logistics, retail distribution, food and beverage distribution, and pharmaceutical distribution. Printronix’s line matrix printers are used for mission critical applications within these industries, including labeling and inventory management, build sheets, invoicing, manifests and bills of lading, and reporting. In China, India and other developing countries in Asia and Africa, our printers are also prevalent in the banking and government sectors. Printronix has manufacturing, configuration and/or distribution sites located in Malaysia, the United States, Singapore, China and the Netherlands, along with sales and support locations around the world to support its global network of users, channel partners, and strategic alliances. Printronix designs and manufactures printers and related consumable products for various industrial printing applications. Printers consist of hardware and embedded software and may be sold with maintenance service agreements, which are serviced by outside contractors. Consumable products include inked ribbons which are used within Printronix's printers. Printronix’s products are primarily sold through Printronix’s global network of channel partners, such as dealers and distributors, to end‐users.

Energy Operations Business

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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. After the acquisition of Revolution, Benchmark’s existing assets consist of approximately 153,000 net acres and an interest in approximately 605 wells, the majority of which are operated. Acacia owns approximately 73.5% of Benchmark. Benchmark intends to enhance the value of such assets 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.

Operating Activities

Intellectual Property Operations

Our Intellectual Property Operations revenues historically have fluctuated quarterly, and can vary significantly period to period, based on a number of factors including the following:

•the dollar amount of agreements executed each period, which can be driven by the nature and characteristics of the technology or technologies being licensed and the magnitude of infringement associated with a specific licensee;

•the specific terms and conditions of agreements executed each period including the nature and characteristics of rights granted, and the periods of infringement or term of use contemplated by the respective payments;

•fluctuations in the total number of agreements executed each period;

•the number of, timing, results and uncertainties associated with patent licensing negotiations, mediations, patent infringement actions, trial dates and other enforcement proceedings relating to our patent licensing and enforcement programs;

•the relative maturity of licensing programs during the applicable periods;

•other external factors, including the periodic status or results of ongoing negotiations, the status or results of ongoing litigations and appeals, actual or perceived shifts in the regulatory environment, impact of unrelated patent related judicial proceedings and other macroeconomic factors;

•the willingness of prospective licensees to settle significant patent infringement cases and pay reasonable license fees for the use of our patented technology, as such infringement cases approached a court determined trial date; and

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•fluctuations in overall patent portfolio related enforcement activities which are impacted by the portfolio intake challenges discussed above.

Our management does not attempt to manage for smooth sequential periodic growth in revenues from period to period, and therefore, periodic results can be uneven. Unlike most operating businesses and industries, licensing revenues not generated in a current period are not necessarily foregone but, depending on whether negotiations, litigation or both continue into subsequent periods, and depending on a number of other factors, such potential revenues may be pushed into subsequent annual periods.

Industrial Operations

Refer to "Industrial Operations Business" above for information related to Printronix's operating activities.

Energy Operations

Refer to "Energy Operations Business" above for information related to Benchmark's operating activities.

In addition to the following results of operations discussion, more information related to our Intellectual Property Operations, Industrial Operations and Energy Operations segment revenues, cost of revenues and cost of production may be found in Notes 2 and 16 to the consolidated financial statements.

Results of Operations

Summary of Results of Operations

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Total revenues	$	24,320	$	14,803	$	9,517	64	%
Total costs and expenses	26,407		24,127		2,280		9	%
Operating loss	(2,087)		(9,324)		7,237		(78	%)
Total other income	789		21,254		(20,465)		(96	%)
(Loss) income before income taxes	(1,298)		11,930		(13,228)		(111	%)
Income tax benefit (expense)	1,109		(2,483)		3,592		(145	%)
Net (loss) income attributable to Acacia Research Corporation	(186)		9,447		(9,633)		(102	%)

Results of Operations - three months ended March 31, 2024 compared with the three months ended March 31, 2023

Total revenues increased $9.5 million to $24.3 million for the three months ended March 31, 2024, as compared to $14.8 million for the three months ended March 31, 2023, primarily due to an increase in our Intellectual Property Operations revenues and revenues contributed from Benchmark of $1.9 million partially offset by a decrease in Industrial Operations revenues. ARG revenues increased due to an increase in the number of license agreements executed and higher average license fees, which contributed to Intellectual Property Operations revenues increasing by $9.4 million. Refer to “Investments in Patent Portfolios” above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues. The decrease in Industrial Operations revenue of $1.8 million is due to lower units of printers sold. Refer to “Industrial Operations – Revenues” below for further detailed discussion.

Loss before income taxes was $1.3 million for the three months ended March 31, 2024, as compared to income of $11.9 million in the comparable prior period. The net decrease was comprised of the change in total revenues described above and other changes in operating expenses and other income or expense as follows:

•Inventor royalties increased $385,000, from $221,000 to $606,000 in 2024, primarily due to license agreement activity and related revenues generated in 2024. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

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•Contingent legal fees increased $1.3 million, from $532,000 to $1.8 million in 2024, primarily due to the change in Intellectual Property Operations revenues described above. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

•Litigation and licensing expenses decreased $246,000, from $1.4 million to $1.1 million in 2024, primarily due to a net decrease in litigation support and third-party technical consulting expenses associated with ongoing litigation. Refer to "Intellectual Property Operations – Cost of Revenues" below for further discussion.

•Printronix cost of sales, engineering and development expenses, and sales and marketing expenses decreased approximately $1.6 million, from $7.3 million to $5.7 million in 2024. Refer to "Industrial Operations – Cost of Revenues" and "Operating Expenses" below for further discussion.

•Benchmark's cost of production for the first quarter of 2024 added a total of $1.3 million to our consolidated operating expenses. Refer to "Energy Operations – Cost of Production" below for further discussion.

•General and administrative expenses increased $313,000, from $12.0 million to $12.4 million in 2024, primarily due to an increase in Intellectual Property Operations variable performance-based compensation costs and an increase in parent compensation expense for share-based awards and $385,000 from our Energy Operations general and administrative costs for the first quarter of 2024, partially offset by a decrease in our Industrial Operations general and administrative costs, other general and administrative costs and severance costs. Refer to "General and Administrative Expenses" below for further detail and discussion.

•Compensation expense for share-based awards, included in general and administrative expenses above, increased $381,000, from $477,000 to $858,000 in 2024, primarily due to restricted stock and option grants issued to employees and the Board in 2023, which includes a partial offset for forfeitures.

•Unrealized loss from the change in fair value of our equity securities was $26.7 million in 2024, as compared to an unrealized gain of $3.3 million in the comparable prior period. The unrealized gain and loss were derived from our Life Sciences Portfolio and trading securities portfolio. The current period unrealized loss primarily relates to the reversal of unrealized gains previously recorded for Arix shares sold in January 2024 for realized gains. Refer to Note 3 to the consolidated financial statements elsewhere herein for additional information regarding the sale of Arix shares and refer to "Equity Securities Investments" below for further discussion.

•Realized gain from the sale of equity securities was $28.9 million in 2024, as compared to a realized loss of $1.4 million in the comparable prior period. The realized gains and losses were similarly derived from the sales activity from our Life Sciences Portfolio and trading securities portfolio. The current period realized gains primarily relates to the Arix shares sold in January 2024. Refer to Note 3 to the consolidated financial statements elsewhere herein for additional information regarding the sale of Arix shares and refer to "Equity Securities Investments" below for further discussion.

•Legal liability fee of $6.2 million in 2024 is related to the additional accrual made in connection with the AIP Matter. Refer to Note 12 to the consolidated financial statements elsewhere herein for additional information regarding the legal liability fee accrued in connection with the AIP Matter.

•Unrealized gain from the Series B warrants and the embedded derivative fair value measurements was zero in 2024, as compared to a gain of $16.7 million in the comparable prior period, primarily due to the exercise of the remaining Series B Warrants and conversion of the Series A Redeemable Convertible Preferred Stock into the Company's common stock in 2023. In 2024, no shares of Series A Redeemable Convertible Preferred Stock and no Series B Warrants remained outstanding. Refer to Notes 9 and 10 to the consolidated financial statements elsewhere herein for additional information regarding the Starboard Securities and fair value measurements.

•Interest expense on Senior Secured Notes was zero in 2024, as compared to interest expense of $900,000 in the comparable prior period, due to the cancellation of the remaining $60.0 million aggregate principal amount outstanding of the Senior Secured Notes on July 13, 2023, pursuant to the Series B Warrants Exercise. Refer to Note 9 to the consolidated financial statements elsewhere herein for additional information.

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•Interest income and other, net was $4.9 million in 2024, as compared to $3.4 million in the comparable prior period, mainly due to an increase in interest income from our cash equivalents. Refer to Note 2 included in our 2023 Annual Report for additional information regarding our cash and cash equivalents and investments in equity securities.

Intellectual Property Operations

Revenues

ARG's revenue activity for the periods presented included the following:

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change values and count totals)
Paid-up license revenue agreements	$	12,365	$	3,900	$	8,465	217	%
Recurring license revenue agreements	1,258		276		982		356	%
Total revenues	$	13,623	$	4,176	$	9,447	226	%
New license agreements executed	6		4		2		50	%
Licensing and enforcement programs    generating revenues	6		6		—		—	%

For the periods presented above, the majority of the revenue agreements executed during the relevant period provided for the payment of one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technology owned by our operating subsidiaries. These rights were primarily granted on a perpetual basis, extending until the expiration of the underlying patents. Paid-up revenue increased $8.5 million due to one patent portfolio that generated license revenue in the first quarter of 2024. Recurring revenue, that provides for quarterly sales-based license fees, increased $982,000 from various on-going license arrangements.

Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding our revenue arrangements and related concentrations for the periods presented herein.

Refer to “Investments in Patent Portfolios” above for information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.

Cost of Revenues

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Inventor royalties	$	606	$	221	$	385	174	%
Contingent legal fees	1,824		532		1,292		243	%
Litigation and licensing expenses	1,138		1,384		(246)		(18	%)
Amortization of patents	3,433		2,601		832		32	%
Total	$	7,001	$	4,738	$	2,263	48	%

Refer to detailed change explanations above for the three months ended March 31, 2024 and 2023 regarding cost of revenues for our Intellectual Property Operations.

The economic terms of patent portfolio related partnering agreements and contingent legal fee arrangements, if any, including royalty obligations, if any, royalty rates, contingent fee rates and other terms and conditions, vary across the patent portfolios owned or controlled by our operating subsidiaries. In certain instances, we have invested in certain patent portfolios without future patent partner royalty obligations. The costs associated with the forementioned obligations fluctuate period to period, based on the amount of revenues recognized each period, the terms and conditions of revenue agreements executed each period and the mix of specific patent portfolios, with varying economic terms and conditions, generating revenues each period.

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Litigation and licensing expenses include patent-related litigation, enforcement and prosecution costs incurred by law firms and external patent attorneys engaged on either an hourly basis or a contingent fee basis. Litigation and licensing expenses also includes third-party patent research, development, patent prosecution and maintenance fees, re-exam and inter partes reviews, consulting and other costs incurred in connection with the licensing and enforcement of patent portfolios. Refer to “Investments in Patent Portfolios” above for additional information regarding the impact of portfolio acquisition trends on current and future licensing and enforcement related revenues.

Industrial Operations

Revenues

Printronix's net revenues for the periods presented included the following:

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change value)
Printers and parts	$	3,065	$	4,464	$	(1,399)	(31	%)
Consumable products	5,013		5,170		(157)		(3	%)
Services	763		993		(230)		(23	%)
Total	$	8,841	$	10,627	$	(1,786)	(17	%)

For the periods presented above, the majority of the contract agreements executed in the relevant period include various combinations of tangible products (which include printers, consumables and parts) and services. Revenue from printers and parts decreased $1.4 million due to a decrease in the number of printer units sold. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Printronix's revenue arrangements and related concentrations. Refer to “Industrial Operations Business” above for additional information related to Printronix's operating activities.

Cost of Revenues

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Cost of revenues - industrial operations	$	4,049	$	5,220	$	(1,171)	(22	%)

Refer to detailed change explanations above for the three months ended March 31, 2024 and 2023 regarding cost of revenues for our Industrial Operations. The decrease in Printronix's cost of revenues for the three months ended March 31, 2024 is due to change in revenue described above. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Printronix's cost of sales.

Energy Operations

Revenues

Benchmark's revenues for the three months ended March 31, 2024 included the following (in thousands):

Oil sales	$	661
Natural gas sales	730
Natural gas liquids sales	465
Total	$	1,856

Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Benchmark's revenue arrangements and related concentrations.

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Cost of Production

Benchmark's cost of production for the three months ended March 31, 2024 was $1.3 million. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Benchmark's cost of production.

Operating Expenses

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Engineering and development expenses - industrial operations	$	134	$	216	$	(82)	(38	%)
Sales and marketing expenses - industrial operations	1,555		1,913		(358)		(19	%)
General and administrative costs - intellectual property operations	3,340		1,897		1,443		76	%
General and administrative costs - industrial operations	1,891		2,718		(827)		(30	%)
General and administrative costs - energy operations	385		—		385		n/a
Parent general and administrative expenses	6,737		7,425		(688)		(9	%)
Total general and administrative expenses	12,353		12,040		313		3	%
Total	$	14,042	$	14,169	$	(127)	(1	%)

The operating expenses table above includes the Company's general and administrative expenses by operation, Printronix's engineering and development expenses and sales and marketing expenses, and Benchmark's general and administrative costs. Refer to Note 2 to the consolidated financial statements elsewhere herein for additional information regarding Printronix's operating expenses.

General and Administrative Expenses

A summary of the main drivers of the change in general and administrative expenses is as follows:

	Three Months Ended March 31,
	2024 vs. 2023
	(In thousands)
Personnel costs and board fees	$	156
Variable performance-based compensation costs	1,582
Other general and administrative costs	(1,031)
General and administrative costs - industrial operations	(827)
General and administrative costs - energy operations	385
Compensation expense for share-based awards	381
Non-recurring employee severance costs	(333)
Total change in general and administrative expenses	$	313

General and administrative expenses include employee compensation and related personnel costs, including variable performance based compensation and compensation expense for share-based awards, office and facilities costs, legal and accounting professional fees, public relations, stock administration, business development, fixed asset depreciation, amortization of Industrial Operations intangible assets, state taxes based on gross receipts and other corporate costs.

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The increase in variable performance-based compensation costs was primarily due to fluctuations in performance-based compensation. Compensation expense for share-based awards increased primarily due to restricted stock and option grants issued to employees and the Board of Directors in 2023 partially offset by forfeitures. The decrease in other general and administrative costs, which relates to our parent company and Intellectual Property Operations business, were primarily due to lower legal fees. The decrease in general and administrative costs of Industrial Operations is due to Printronix's initiative to reduce costs and operate more efficiently. Non-recurring employee severance costs fluctuate based on the severance arrangements of terminated employees. In addition, our Energy Operations related general and administrative costs contributed $385,000 of the increased expenses. Refer to additional general and administrative change explanations above.

Other Income/Expense

Equity Securities Investments

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Change in fair value of equity securities	$	(26,701)	$	3,343	$	(30,044)	(899	%)
Gain (loss) on sale of equity securities	28,861		(1,361)		30,222		(2,221	%)
Total net realized and unrealized gain	$	2,160	$	1,982	$	178	9	%

Our equity securities investments, including the Life Sciences Portfolio and trading securities portfolio, are recorded at fair value at each balance sheet date. During the first quarter of 2024, Acacia fully exited its position in Arix. Refer to periodic change explanations above. Refer to Notes 2 and 3 to the consolidated financial statements elsewhere herein for additional information regarding our investment in the Life Sciences Portfolio and other equity securities.

Our results included an unrealized loss from the change in fair value of our equity securities as compared to an unrealized gain in the comparable prior period, and included realized gain from the sale of our equity securities as compared to a realized loss in the prior year. These changes were derived from our Life Sciences Portfolio and trading securities portfolio. The current period unrealized loss and realized gain primarily relates to the sale of Arix shares.

Legal Liability Fee

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentage change values)
Legal liability fee	$	(6,243)	$	—	$	(6,243)	n/a

In the first quarter of 2024, we recorded an additional accrual of $6.2 million in other income (expense) in the consolidated statements of operations in connection with the AIP Matter. Refer to Note 12 to the consolidated financial statements elsewhere herein for additional information.

Income Taxes

	Three Months Ended March 31,
	2024			2023			$ Change		% Change
	(In thousands, except percentage change values)
Income tax benefit (expense)	$	1,109		$	(2,483)		$	3,592	(145	%)
Effective tax rate	(85)		%	20		%	n/a		(105)	%

Our income tax benefit for the three months ended March 31, 2024 is primarily attributable to recognizing a benefit for losses incurred year-to-date offset by foreign withholding taxes. Our income tax expense for the three months ended March 31, 2023 is primarily attributable to foreign taxes withheld and foreign and state income taxes.

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Our 2024 effective tax rate was higher than the U.S. federal statutory rate primarily due to dividends received deduction offset by foreign withholding taxes which we could not recognize as a foreign tax credit. Our 2023 effective tax rate was lower than the U.S. federal statutory rate primarily due to expiration of foreign tax credits changes in valuation allowance, as well as non-deductible items. The effective tax rate may be subject to fluctuations during the year as new information is obtained which may affect the assumptions used to estimate the effective tax rate, including factors such as expected utilization of net operating loss carryforwards, changes in or the interpretation of tax laws in jurisdictions where the Company conducts business, the Company’s expansion into new states or foreign countries, and the amount of valuation allowances against deferred tax assets.

The Company has recorded a partial valuation allowance against our net deferred tax assets as of March 31, 2024 and December 31, 2023. Refer to Notes 2 to the consolidated financial statements elsewhere herein for additional income tax information.

Liquidity and Capital Resources

General

Our foreseeable material cash requirements as of March 31, 2024, are recognized as liabilities or generally are otherwise described in Note 12, "Commitments and Contingencies," to the consolidated financial statements included elsewhere herein.

Cash requirements are generally derived from our operating and investing activities including expenditures for working capital (discussed below), human capital, business development, investments in equity securities and intellectual property, and business combinations. Our facilities lease obligations, guarantees and certain contingent obligations are further described in Note 12 to the consolidated financial statements. Historically, we have not entered into off-balance sheet financing arrangements. At March 31, 2024, we had unrecognized tax benefits, as further described in Note 2 to the consolidated financial statements.

Certain of our operating subsidiaries are often required to engage in litigation to enforce their patents and patent rights. In connection with any of our 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 us or our operating subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material.

At March 31, 2024, our primary sources of liquidity were cash and cash equivalents on hand and cash generated from our operating activities.

The Company’s contribution to Benchmark to fund its portion of the Purchase Price and related fees for the Transaction was $59.9 million, which was funded from cash on hand. The remainder of the Purchase Price was funded by a combination of borrowings under the Revolving Credit Facility of approximately $82.7 million and a cash contribution of approximately $15.3 million from McArron Partners, the other investor in Benchmark. Refer to Note 2 to the accompanying consolidated financial statements for additional information regarding the Revolving Credit Facility.

Furthermore, we intend to grow our company by acquiring additional operating businesses and intellectual property assets. We expect to finance such acquisitions through cash on hand or by engaging in equity or debt financing.

Our management believes that our cash and cash equivalent balances and cash flows from operations will be sufficient to meet our cash requirements through at least twelve months from the date of this Quarterly Report and for the foreseeable future. We may, however, encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated, including those set forth under “Item 1A, Risk Factors” of our 2023 Annual Report. Any efforts to seek additional funding could be made through issuances of equity or debt, or other external financing. However, additional funding may not be available to us on favorable terms, or at all. The capital and credit markets have experienced extreme volatility and disruption in recent years, and the volatility and impact of the disruption may continue. At times during this period, the volatility and disruption has reached unprecedented levels. In several cases, the markets have exerted downward pressure on stock prices and credit capacity for certain issuers, and the commercial paper markets may not be a reliable source of short-term financing for us. If we fail to obtain additional financing when needed, we may not be able to execute our business plans and our business, conducted by our operating subsidiaries, may suffer.

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Cash, Cash Equivalents and Investments

Our consolidated cash, cash equivalents and equity securities totaled $461.7 million at March 31, 2024, compared to $403.2 million at December 31, 2023.

Cash Flows Summary

The net change in cash and cash equivalents for the periods presented was comprised of the following:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Net cash provided by:
Operating activities	$	54,839	$	(4,349)
Investing activities	42,040		2,783
Financing activities	1,826		77,995
Effect of exchange rates on cash and cash equivalents	(34)		12
Increase in cash and cash equivalents	$	98,671	$	76,441

Cash Flows from Operating Activities

Cash flows from operating activities were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Net (loss) income including noncontrolling interests in subsidiaries	$	(189)	$	9,447
Adjustments to reconcile net (loss) income including noncontrolling interests in   subsidiaries to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	4,568		3,381
Change in fair values Series A redeemable convertible preferred stock embedded derivatives and Series B warrants	—		(16,651)
Compensation expense for share-based awards	858		477
Loss (gain) on foreign currency exchange	18		(80)
Change in fair value of equity securities	26,701		(3,343)
(Gain) loss on sale of equity securities	(28,861)		1,361
Unrealized loss on derivatives	629		—
Deferred income taxes	(3,652)		(240)
Changes in assets and liabilities:
Accounts receivable	65,156		(451)
Inventories	1,041		(503)
Prepaid expenses and other assets	(10,752)		(391)
Accounts payable and accrued expenses	7,108		2,355
Royalties and contingent legal fees payable	(7,811)		360
Deferred revenue	25		(71)
Net cash provided by (used in) operating activities	$	54,839	$	(4,349)

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Cash receipts from ARG's licensees totaled $77.5 million and $4.4 million for the three months ended March 31, 2024 and 2023, respectively. Cash receipts from Printronix's customers totaled $8.5 million and $10.0 million for the three months ended March 31, 2024 and 2023, respectively. Cash receipts from Benchmark's customers totaled $1.3 million for the three months ended March 31, 2024. The fluctuations in cash receipts for the periods presented primarily reflects the corresponding fluctuations in revenues recognized during the same periods, as described above, and the related timing of payments received from licensees and customers.

Our reported cash provided by operations for the three months ended March 31, 2024 was $54.8 million, compared to cash used in operations of $4.3 million in the comparable prior period. The increase in cash provided by operations was primarily due to net inflows from the total changes in assets and liabilities (refer to Working Capital discussion below), decrease in accounts receivable and inventory related sales, increase in prepaid expense and other assets, increase in accounts payable, decrease in royalties and contingent legal fees payable and by the total change in net income (described above) and related noncash adjustments.

Working Capital

Our working capital related to cash flows from operating activities at March 31, 2024 increased to $28.9 million, compared to $87.0 million at December 31, 2023, which was comprised of the changes in assets and liabilities presented above. The decrease is primarily due to change in accounts receivable and royalties and contingent legal fees payable, which is related to the timing of the cash receipts related to Intellectual Property Operations Business, partially offset by the increase in accrued loss contingency related to the AIP Matter (refer to Note 12 for additional information regarding the AIP Matter) and prepaid expenses and other assets primarily due to the prepaid expenses related to our Energy Operations Business.

Cash Flows from Investing Activities

Cash flows from investing activities were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Purchases of equity securities	$	(15,544)	$	(5,166)
Sales of equity securities	57,854		8,032
Net purchases of property and equipment and additions to oil and gas properties	(270)		(83)
Net cash provided by investing activities	$	42,040	$	2,783

Cash flows from investing activities for the three months ended March 31, 2024 increased to $42.0 million, as compared to cash flow of $2.8 million in the comparable prior period, primarily due to net cash inflows from our trading securities portfolio equity securities transactions and sale of Arix shares. Refer to “Other Income/Expense – Equity Securities Investments” above and Note 3 to the consolidated financial statements elsewhere herein for additional information related to Life Sciences Portfolio.

Cash Flows from Financing Activities

Cash flows from financing activities included the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Borrowings on the Revolving Credit Facility	$	2,500	$	—
Dividend on Series A Redeemable Convertible Preferred Stock	—		(700)
Taxes paid related to net share settlement of share-based awards	(674)		(416)
Proceeds from Rights Offering	—		79,111
Net cash provided by financing activities	$	1,826	$	77,995

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Cash flows from financing activities for the three months ended March 31, 2024 decreased to $1.8 million, as compared to cash flow of $78.0 million in the comparable prior period, primarily due to completion of the Rights Offering and Concurrent Private Rights Offering in the comparable prior period. Refer to Note 9 to the consolidated financial statements elsewhere herein for additional information.

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing these financial statements, we make assumptions, judgments and estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly.

We believe that of the significant accounting policies discussed in Note 2 included in our 2023 Annual Report, the following accounting policies require our most difficult, subjective or complex assumptions, judgments and estimates:

•revenue recognition;

•estimates of crude oil and natural gas reserves;

•valuation of long-lived assets, goodwill and other intangible assets; and

•accounting for income taxes.

Our critical accounting estimates have not changed materially from those disclosed in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Annual Report. For further information on the significant accounting policies related to the revenue recognition, estimates of crude oil and natural gas reserves, valuation of long-lived assets, goodwill and other intangible assets and income taxes, refer to Note 2 to the consolidated financial statements and other related significant account policies included in our 2023 Annual Report.

Recent Accounting Pronouncements

Refer to Note 2 to consolidated financial statements included elsewhere herein.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our short-term investment activities is to preserve principal while concurrently maximizing the income we receive from our equity securities without significantly increasing risk. Some of the securities that we invest in may be subject to interest rate risk and/or market risk. This means that a change in prevailing interest rates, with respect to interest rate risk, or a change in the value of the United States equity markets, with respect to market risk, may cause the principal amount or market value of the equity securities to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises, the current value of the principal amount of our investment may decline. To minimize these risks in the future, we intend to maintain our portfolio of cash equivalents and equity securities in a variety of securities. Cash equivalents are comprised of investments in U.S. treasury securities and AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its agencies. In general, money market funds are not subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate. Accordingly, a 100 basis point increase in interest rates or a 10% decline in the value of the United States equity markets would not be expected to have a material impact on the value of such money market funds. Declines in interest rates over time will, however, reduce our interest income.

Investment Risk

We are exposed to investment risks related to changes in the underlying financial condition of certain of our equity investments in technology companies. The fair value of these investments can be significantly impacted by the risk of adverse changes in securities markets generally, as well as risks related to the performance of the companies whose securities we have invested in, risks associated with specific industries, and other factors. These investments are subject to significant fluctuations in fair value due to the volatility of the securities markets and of the underlying businesses.

As of March 31, 2024 and December 31, 2023, the carrying value of our equity investments in public and private companies was $59.7 million and $99.8 million, respectively.

We record our equity investments in publicly traded companies at fair value, which are subject to market price volatility. As of March 31, 2024, a hypothetical 10% adverse change in the market price of our investments in publicly traded common stock would have resulted in a decrease of approximately $2.3 million in such equity investments. We evaluate our equity investments in private companies for impairment when events and circumstances indicate that the decline in fair value of such assets below the carrying value is other-than temporary.

Foreign Currency Exchange Risk

Although we historically have not had material foreign operations, we are also exposed to market risks related to fluctuations in foreign currency exchange rates between the U.S. dollar, and the British Pound and Euro currency exchange rates, primarily related to foreign cash accounts. As of March 31, 2024, we did not have any foreign denominated equity securities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2024, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods prescribed by the SEC.

58

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

59

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we or our various businesses and operations are the subject of, or party to, various pending or threatened legal actions, including various counterclaims in connection with patent enforcement activities. We believe that any liability arising from these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. For information regarding certain pending litigation, see Note 12 to our consolidated financial statements.

Intellectual Property Operations

Our Intellectual Property Operations Business is often required to engage in litigation to enforce its patents and patent rights. Certain of its operating subsidiaries are parties to ongoing patent enforcement related litigation, alleging infringement by third-parties of certain of the patented technologies owned or controlled by its operating subsidiaries.

In connection with any of its patent enforcement actions, it is possible that a defendant may claim and/or a court may rule that our Intellectual Property Operations Business 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 it 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 it or its operating subsidiaries, could materially harm its operating results and its financial position.

Our Intellectual Property Operations Business spends a significant amount of its financial and management resources to pursue its current litigation matters. These litigation matters and others that it may in the future determine to pursue could continue for years and continue to consume significant financial and management resources. The counterparties to its litigation matters are sometimes large, well-financed companies with substantially greater resources. We cannot assure you that any of our Intellectual Property Operations Business current or future litigation matters will result in a favorable outcome for it. In addition, in part due to the appeals process and other legal processes, even if our Intellectual Property Operations Business obtains favorable interim rulings or verdicts in particular litigation matters, they may not be predictive of the ultimate resolution of the dispute. Also, we cannot assure you that our Intellectual Property Operations Business will not be exposed to claims or sanctions against it which may be costly or impossible for it to defend. Unfavorable or adverse outcomes may result in losses, exhaustion of financial resources or other adverse effects which could encumber our Intellectual Property Operations Business’s ability to effectively and efficiently monetize its assets. Refer to Note 12 to the consolidated financial statements elsewhere herein for additional information related to legal proceedings.

ITEM 1A. RISK FACTORS

An investment in our common stock involves risks. Before making an investment decision, you should carefully consider all of the information in this Quarterly Report on Form 10-Q, including in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the accompanying notes thereto. In addition, you should carefully consider the risks and uncertainties in “Item 1A. Risk Factors” in our 2023 Annual Report, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, financial condition, operating results and prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view as material, could have a material adverse effect on our business, financial condition, operating results and prospects. There have been no material changes to the risk factors previously reported in our 2023 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

60

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Acacia Research Group adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

EXHIBIT NUMBER	EXHIBIT
10.1*	Amended and Restated Employment Agreement, effective February 13, 2024, by and between Acacia Research Corporation and Martin D. McNulty, Jr. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2024)
10.2^	Purchase and Sale Agreement dated February 16, 2024 by and between Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC, as Sellers, and BE Anadarko II, LLC, as Buyer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 20, 2024)
10.3^	Loan Agreement dated as of April 17, 2024, by and among BE Anadarko, as Borrower, Frost Bank, as Administrative Agent and LC Issuer, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 17, 2024)
31.1#	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2#	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1†	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
32.2†	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
101#	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104#	Cover Page Interactive Data File (formatted in iXBRL and included in Exhibit 101)

_________________________

#    Filed herewith.

*The referenced exhibit is a management contract, compensatory plan or arrangement.

†    The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.

^    This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment for any schedules or exhibits so furnished.

61

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACACIA RESEARCH CORPORATION
Date: May 9, 2024	/s/ Martin D. McNulty Jr.
	By: Martin D. McNulty Jr.
	Chief Executive Officer (Principal Executive Officer and Duly Authorized Signatory)
Date: May 9, 2024	/s/ Kirsten Hoover
	By: Kirsten Hoover
	Interim Chief Financial Officer (Principal Financial Officer and Accounting Officer)

62

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Martin D. McNulty Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Acacia Research Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a). Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b). Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c). Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d). Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a). All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024	/s/ Martin D. McNulty Jr.
	Martin D. McNulty Jr.
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kirsten Hoover, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Acacia Research Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a). Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b). Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c). Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d). Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a). All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b). Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024	/s/ Kirsten Hoover
	Kirsten Hoover
	Interim Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Acacia Research Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on May 9, 2024 (the “Report”), I, Martin D. McNulty Jr., Chief Executive Officer of the Company, hereby certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024	By:	/s/ Martin D. McNulty Jr.
		Martin D. McNulty Jr.
		Chief Executive Officer

This certification accompanies the Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Acacia Research Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on May 9, 2024 (the “Report”), I, Kirsten Hoover, Interim Chief Financial Officer of the Company, hereby certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024	By:	/s/ Kirsten Hoover
		Kirsten Hoover
		Interim Chief Financial Officer

This certification accompanies the Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-37721
Entity Registrant Name	Acacia Research Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4405754
Entity Address, Address Line One	767 Third Avenue,
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	332
Local Phone Number	236-8500
Title of 12(b) Security	Common Stock
Trading Symbol	ACTG
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		100,021,951
Amendment Flag	false
Entity Central Index Key	0000934549
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 438,762	$ 340,091
Equity securities	22,918	63,068
Equity securities without readily determinable fair value	5,816	5,816
Equity method investments	30,934	30,934
Accounts receivable, net	15,372	80,555
Inventories	9,880	10,921
Prepaid expenses and other current assets	29,465	23,127
Total current assets	553,147	554,512
Property, plant and equipment, net	2,090	2,356
Oil and natural gas properties, net	24,952	25,117
Goodwill	8,990	8,990
Other intangible assets, net	29,690	33,556
Operating lease, right-of-use assets	1,717	1,872
Deferred income tax assets, net	6,567	2,915
Other non-current assets	4,572	4,227
Total assets	631,725	633,545
Current liabilities:
Accounts payable	4,702	3,261
Accrued expenses and other current liabilities	3,990	8,405
Accrued compensation	4,624	4,207
Royalties and contingent legal fees payable	3,011	10,786
Deferred revenue	1,069	977
Accrued loss contingency	8,450	0
Total current liabilities	25,846	27,636
Deferred revenue, net of current portion	356	458
Long-term lease liabilities	1,477	1,736
Revolving credit facility	13,025	10,525
Other long-term liabilities	1,417	3,581
Total liabilities	42,121	43,936
Commitments and contingencies
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; 300,000,000 shares authorized; 100,021,951 and 99,895,473 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	100	100
Treasury stock, at cost, 16,183,703 shares as of March 31, 2024 and December 31, 2023	(98,258)	(98,258)
Additional paid-in capital	906,337	906,153
Accumulated deficit	(239,915)	(239,729)
Total Acacia Research Corporation stockholders' equity	568,264	568,266
Noncontrolling interests	21,340	21,343
Total stockholders' equity	589,604	589,609
Total liabilities and stockholders' equity	$ 631,725	$ 633,545

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par or stated value (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Preferred stock, shares issued	0	0
Common stock, par or stated value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares, outstanding	100,021,951	99,895,473
Common stock, shares, issued	100,021,951	99,895,473
Treasury stock, common, shares	16,183,703	16,183,703

XML

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Total revenues	$ 24,320	$ 14,803
Costs and expenses:
Cost of revenues - intellectual property operations	12,365	9,958
Engineering and development expenses - industrial operations	134	216
Sales and marketing expenses - industrial operations	1,555	1,913
General and administrative expenses	12,353	12,040
Total costs and expenses	26,407	24,127
Operating loss	(2,087)	(9,324)
Equity securities investments:
Change in fair value of equity securities	(26,701)	3,343
Gain (loss) on sale of equity securities	28,861	(1,361)
Net realized and unrealized gain	2,160	1,982
Legal liability fee	(6,243)	0
Change in fair value of the Series B warrants and embedded derivatives	0	16,651
(Loss) gain on foreign currency exchange	(18)	80
Interest expense on Senior Secured Notes	0	(900)
Interest income and other, net	4,890	3,441
Total other income	789	21,254
(Loss) income before income taxes	(1,298)	11,930
Income tax benefit (expense)	1,109	(2,483)
Net (loss) income including noncontrolling interests in subsidiaries	(189)	9,447
Net loss attributable to noncontrolling interests in subsidiaries	3	0
Net (loss) income attributable to Acacia Research Corporation	(186)	9,447
(Loss) income per share:
Net (loss) income attributable to common stockholders - Basic	$ (186)	$ 5,958
Weighted average number of shares outstanding - Basic	99,745,905	47,971,931
Basic net income (loss) per common share (in usd per share)	$ 0	$ 0.12
Net loss attributable to common stockholders - Diluted	$ (186)	$ (6,496)
Weighted average number of shares outstanding - Diluted	99,745,905	89,067,821
Diluted net income (loss) per common share (in usd per share)	$ 0	$ (0.07)
Intellectual property operations
Revenues:
Total revenues	$ 13,623	$ 4,176
Costs and expenses:
Cost of revenues - intellectual property operations	7,001	4,738
Industrial operations
Revenues:
Total revenues	8,841	10,627
Costs and expenses:
Cost of revenues - intellectual property operations	4,049	5,220
Energy operations
Revenues:
Total revenues	1,856	0
Costs and expenses:
Cost of revenues - intellectual property operations	$ 1,315	$ 0

XML

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Series A Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Noncontrolling Interests in Operating Subsidiaries	Treasury Stock, Common
Beginning balance (in shares) at Dec. 31, 2022		350,000
Beginning balance at Dec. 31, 2022		$ 19,924
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value		$ 1,554
Ending balance (in shares) at Mar. 31, 2023		350,000
Ending balance at Mar. 31, 2023		$ 21,478
Beginning balance (in shares) at Dec. 31, 2022			43,484,867
Beginning balance at Dec. 31, 2022	$ 269,322		$ 43	$ 663,284	$ (306,789)	$ 11,042	$ (98,258)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income including noncontrolling interests in subsidiaries	9,447				9,447	0
Accretion of Series A Redeemable Convertible Preferred Stock to redemption value	(1,554)			(1,554)
Dividend on Series A Redeemable Convertible Preferred Stock	(700)			(700)
Issuance of common stock from the Rights Offering, Shares			15,068,753
Issuance of common stock from the Rights Offering	79,111		$ 15	79,096
Issuance of common stock for vesting of restricted stock units (in shares)			110,541
Issuance of common stock for unvested restricted stock awards, net of forfeitures (in shares)			(17,500)
Shares withheld related to net share settlement of share-based awards (in shares)			(94,863)
Shares withheld related to net share settlement of share-based awards	(416)			(416)
Compensation expense for share-based awards	477			477
Ending balance (in shares) at Mar. 31, 2023			58,551,798
Ending balance at Mar. 31, 2023	355,687		$ 58	740,187	(297,342)	11,042	(98,258)
Beginning balance (in shares) at Dec. 31, 2023		0
Beginning balance at Dec. 31, 2023		$ 0
Ending balance (in shares) at Mar. 31, 2024		0
Ending balance at Mar. 31, 2024		$ 0
Beginning balance (in shares) at Dec. 31, 2023			99,895,473
Beginning balance at Dec. 31, 2023	589,609		$ 100	906,153	(239,729)	21,343	(98,258)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income including noncontrolling interests in subsidiaries	(189)				(186)	(3)
Issuance of common stock for vesting of restricted stock units (in shares)			275,244
Shares withheld related to net share settlement of share-based awards (in shares)			(148,766)
Shares withheld related to net share settlement of share-based awards	(674)			(674)
Compensation expense for share-based awards	858			858
Ending balance (in shares) at Mar. 31, 2024			100,021,951
Ending balance at Mar. 31, 2024	$ 589,604		$ 100	$ 906,337	$ (239,915)	$ 21,340	$ (98,258)

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net (loss) income including noncontrolling interests in subsidiaries	$ (189)	$ 9,447
Adjustments to reconcile net (loss) income including noncontrolling interests in subsidiaries to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	4,568	3,381
Change in fair value of Series A redeemable convertible preferred stock embedded derivatives	0	(5,023)
Change in fair value of Series B warrants	0	(11,628)
Compensation expense for share-based awards	858	477
Loss (gain) on foreign currency exchange	18	(80)
Change in fair value of equity securities	26,701	(3,343)
(Gain) loss on sale of equity securities	(28,861)	1,361
Unrealized loss on derivatives	629	0
Deferred income taxes	(3,652)	(240)
Changes in assets and liabilities:
Accounts receivable	65,156	(451)
Inventories	1,041	(503)
Prepaid expenses and other assets	(10,752)	(391)
Accounts payable and accrued expenses	7,108	2,355
Royalties and contingent legal fees payable	(7,811)	360
Deferred revenue	25	(71)
Net cash provided by (used in) operating activities	54,839	(4,349)
Cash flows from investing activities:
Purchases of equity securities	(15,544)	(5,166)
Sales of equity securities	57,854	8,032
Net purchases of property and equipment and additions to oil and gas properties	(270)	(83)
Net cash provided by investing activities	42,040	2,783
Cash flows from financing activities:
Borrowings on the Revolving Credit Facility	2,500	0
Dividend on Series A Redeemable Convertible Preferred Stock	0	(700)
Taxes paid related to net share settlement of share-based awards	(674)	(416)
Net cash provided by financing activities	1,826	77,995
Effect of exchange rates on cash and cash equivalents	(34)	12
Increase in cash and cash equivalents	98,671	76,441
Cash and cash equivalents, beginning	340,091	287,786
Cash and cash equivalents, ending	438,762	364,227
Supplemental schedule of cash flow information:
Interest paid	319	0
Income taxes paid	116	147
Noncash investing and financing activities:
Accrued patent costs	(4,000)	6,000
Rights Offering
Cash flows from financing activities:
Proceeds from Warrant Exercises	$ 0	$ 79,111

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

Acacia Research Corporation (the “Company,” “Acacia,” “we,” “us,” or “our”) is focused on acquiring and managing companies across industries including but not limited to the industrial, energy, technology, and healthcare verticals. We focus on identifying, pursuing and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have a wide range of transactional and operational capabilities to realize the intrinsic value in the businesses that we acquire. Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value.

We are particularly attracted to complex situations where we believe value is not fully recognized, the value of certain operations are masked by a diversified business mix, or where private ownership has not invested the capital and/or resources necessary to support long-term value. Through our public market activities, we aim to initiate strategic block positions in public companies as a path to complete whole company acquisitions or strategic transactions that unlock value. We believe this business model is differentiated from private equity funds, which do not typically own public securities prior to acquiring companies, hedge funds, which do not typically acquire entire businesses, and other acquisition vehicles such as Special Purpose Acquisition Companies, which are narrowly focused on completing one singular, defining acquisition.

Our focus is companies with market values in the sub-$2 billion range and particularly on businesses valued at $1 billion or less. We are, however, opportunistic, and may pursue acquisitions that are larger under the right circumstance.

Relationship with Starboard Value, LP

Our strategic relationship with Starboard Value, LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value LP, “Starboard”), the Company's controlling shareholder, provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired. Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities. Starboard beneficially owned 61,123,595 shares of common stock as of May 6, 2024, representing approximately 61.2% of the common stock based on 100,021,951 shares of common stock issued and outstanding as of such date. Refer to Note 9 for additional information.

Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business

The Company through its Patent Licensing, Enforcement and Technologies Business invests in intellectual property and related absolute return assets and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business, operated under our wholly owned subsidiary, Acacia Research Group, LLC, and its wholly-owned subsidiaries (collectively, “ARG”), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue.

Currently, on a consolidated basis, our 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 variety of industries. ARG generates revenues and related cash flows from the granting of IP rights for the use of patented technologies that its operating subsidiaries control or own.

Our Patent Licensing, Enforcement and Technologies Business depends upon the identification and investment in new patents, inventions and companies that own IP through relationships with inventors, universities, research institutions, technology companies and others. If ARG’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 the three months ended March 31, 2024 and the year ended December 31, 2023, ARG did not obtain control of any new patent portfolios.

Industrial Operations

On October 7, 2021, we consummated our first operating company acquisition of Printronix Holding Corporation and subsidiaries (“Printronix”). We acquired all of the outstanding stock of Printronix, for a cash purchase price of approximately $37.0 million, which included an initial $33.0 million cash payment and a $4.0 million working capital adjustment. Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments. Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. This acquisition was made at what we believe to be an attractive purchase price, and we are now supporting existing management in its initiative to reduce costs and operate more efficiently and in its execution of strategic partnerships to generate growth.

Energy Operations Acquisition

In November 13, 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark Energy II, LLC ("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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. Prior to the Transaction (as defined below), Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated. Benchmark seeks 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 Company's consolidated financial statements include Benchmark's consolidated operations from November 13, 2023 through March 31, 2024.

On April 17, 2024, Benchmark consummated the previously announced transactions contemplated in the Purchase and Sale Agreement (the "Purchase Agreement"), dated February 16, 2024, by and among Benchmark and Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC (collectively, “Revolution”).

Pursuant to the Purchase Agreement, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the “Transaction”) for a purchase price of $145 million in cash (the “Purchase Price”), subject to customary post-closing adjustments. The Company’s contribution to Benchmark to fund its portion of the Purchase Price and related fees was $59.9 million, which was funded from cash on hand. The remainder of the Purchase Price was funded by a combination of borrowings under the Revolving Credit Facility (as defined below) and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. Following closing, the Company’s interest in Benchmark is approximately 73.5%. Refer to Note 2 for additional information regarding the Revolving Credit Facility.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles

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 consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. All 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 Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity for noncontrolling interests activity.

In 2020, in connection with the transaction with Link Fund Solutions Limited, which is more fully described in Note 3, the Company acquired equity securities of Malin J1 Limited (“MalinJ1”). MalinJ1 is included in the Company’s consolidated financial statements because the Company, through its interest in the equity securities of MalinJ1, has the ability to control the operations and activities of MalinJ1. Viamet HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Acacia, is the majority shareholder of MalinJ1.

The Company holds a variable interest in Benchmark as the Company is obligated to absorb the loss and has the right to receive the benefit from Benchmark after the acquisition date and therefore, Benchmark is considered a variable interest entity ("VIE"). We determined that we have the power to direct the activities that most significantly impact Benchmark's economic performance and we (i) are obligated to absorb the losses that could be significant to Benchmark or (ii) hold the right to receive benefits from Benchmark that could potentially be significant to it.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures required by U.S. GAAP in annual financial statements have been omitted or condensed in accordance with quarterly reporting requirements of the Securities and Exchange Commission (“SEC”). These interim unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2023, as reported by Acacia in its 2023 Annual Report, as well as in our other public filings with the SEC. The condensed consolidated interim financial statements of Acacia include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of Acacia's consolidated financial position as of March 31, 2024, and results of operations and its cash flows for the interim periods presented. The consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year.

Revenue Recognition

Intellectual Property Operations

ARG's revenue is recognized upon transfer of control (i.e., by the granting) of promised bundled IP Rights and other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive in exchange for those IP Rights. Revenue contracts that provide promises to grant the right to use IP Rights as they exist at the point in time at which the IP Rights are granted, are accounted for as performance obligations satisfied at a point in time and revenue is recognized at the point in time that the applicable performance obligations are satisfied and all other revenue recognition criteria have been met.

For the periods presented, revenue contracts executed by ARG primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technologies owned or controlled by ARG. Revenues also included license fees from sales-based revenue contracts, the majority of which were originally executed in prior periods, which provide for the payment of quarterly license fees based on quarterly sales of applicable product units by licensees (“Recurring License Revenue Agreements”). Revenues may also include court ordered settlements or awards related to our patent portfolio or sales of our patent portfolio. IP Rights granted included the following, as applicable: (i) the grant of a non-exclusive, future license to manufacture and/or sell products covered by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The IP Rights granted were generally perpetual in nature, extending until the legal expiration date of the related patents. The individual IP Rights are not accounted for as separate performance obligations,

as (i) the nature of the promise, within the context of the contract, is to grant combined items to which the promised IP Rights are inputs and (ii) the Company's promise to grant each individual IP right described above to the customer is not separately identifiable from other promises to grant IP Rights in the contract.

Since the promised IP Rights are not individually distinct, ARG combined each individual IP Right in the contract into a bundle of IP Rights that is distinct, and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. ARG’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. ARG’s operating subsidiaries have no further obligation with respect to the grant of IP Rights, including no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the contract. Licensees legally obtain control of the IP Rights upon execution of the contract. As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met. Revenue contracts generally provide for payment of contractual amounts within 15-90 days of execution of the contract, or the end of the quarter in which the sale or usage occurs for Recurring License Revenue Agreements. Contractual payments made by licensees are generally non-refundable.

For sales-based royalties from Recurring License Revenue Agreements, ARG includes 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. Notwithstanding, revenue is recognized for a sales-based royalty promised in exchange for a license of IP Rights when the later of (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied. Estimates are generally based on historical levels of activity, if available.

Revenues from contracts with significant financing components (either explicit or implicit) are recognized at an amount that reflects the price that a licensee would have paid if the licensee had paid cash for the IP Rights when they are granted to the licensee. In determining the transaction price, ARG adjusts the promised amount of consideration for the effects of the time value of money. As a practical expedient, ARG does not adjust the promised amount of consideration for the effects of a significant financing component if ARG expects, at contract inception, that the period between when the entity grants promised IP Rights to a customer and when the customer pays for the IP Rights will be one year or less.

In general, ARG is required to make certain judgments and estimates in connection with the accounting for revenue contracts with customers. 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-based royalties.

License revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Paid-up license revenue agreements	$	12,365	$	3,900
Recurring License Revenue Agreements	1,258		276
Total	$	13,623	$	4,176

Industrial Operations

Printronix recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine the transaction price, Printronix estimates the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to a customer. Elements of variable consideration are estimated at the time of sale which primarily include product rights of return, rebates, price protection and other incentives that occur under established sales programs. These estimates are developed using the expected value or the most likely amount method and are reviewed and updated,

as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal recognized will not occur in future periods. The provision for returns and sales allowances is determined by an analysis of the historical rate of returns and sales allowances over recent quarters, and adjusted to reflect management’s future expectations.

Printronix enters into contract arrangements that may include various combinations of tangible products (which include printers, consumables and parts) and services, which are generally capable of being distinct and accounted for as separate performance obligations. Printronix evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation. This evaluation requires judgement, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period. Printronix deems performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (i.e. capable of being distinct) and if the transfer of products or services is separately identifiable from other promises in the contract (i.e. distinct within the context of the contract).

For contract arrangements that include multiple performance obligations, Printronix allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and standard software while standalone selling prices for repair and maintenance services are developed with an expected cost-plus margin or residual approach. Regional pricing, marketing strategies and business practices are evaluated to derive the estimated standalone selling price using a cost-plus margin methodology.

Printronix recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes consideration of the following: (i) the customer simultaneously receives and consumes the benefits provided as Printronix performs its promises, (ii) the performance creates or enhances an asset that is under control of the customer, (iii) the performance does not create an asset with an alternative use to Printronix, and (iv) Printronix has an enforceable right to payment for its performance completed to date.

Revenues for products are generally recognized upon shipment, whereas revenues for services are generally recognized over time, assuming all other criteria for revenue recognition have been met. As a practical expedient, incremental costs of obtaining a contract are expensed as incurred when the expected amortization period is one year or less. Service revenue commissions are tied to the revenue recognized during the current year of the related sale. All taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue.

Printronix offers printer-maintenance services through service agreements that customers may purchase separately from the printer. These agreements commence upon expiration of the standard warranty period. Printronix provides the point-of-customer-contact, dispatches calls and sells the parts used for printer repairs to service providers. Printronix contracts third parties to perform the on-site repair services at the time of sale which covers the period of service at a set amount. The maintenance service agreements are separately priced at a stand-alone value. For those transactions in which maintenance service agreements are purchased concurrently with the purchase of printers, the revenue is deferred based on the selling price, which approximates the stand-alone value for separately sold maintenance services agreements. Revenue from maintenance service contracts are recognized on a straight-line basis over the period of each individual contract, which is consistent with the pattern in which the benefit is consumed by the customer.

Printronix's net revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Printers, consumables and parts	$	8,078	$	9,634
Services	763		993
Total	$	8,841	$	10,627

Refer to Note 16 for additional information regarding net sales to customers by geographic region.

Deferred revenue in the consolidated balance sheets represents a contract liability under Accounting Standards Codification (“ASC”) 606 and consists of payments and billings in advance of the performance. Printronix recognized approximately $578,000 and $542,000 in revenue that was previously included in the beginning balance of deferred revenue during the three months ended March 31, 2024 and 2023, respectively.

Printronix's payment terms vary by the type and location of its customers and the products, solutions or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, Printronix has determined that its contracts do not include a significant financing component.

Printronix's remaining performance obligations, following the transfer of products to customers, primarily relate to repair and support services. The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year included in deferred revenue was $470,000 and $567,000 as of March 31, 2024 and December 31, 2023, respectively. Printronix adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. On average, remaining performance obligations as of March 31, 2024 are expected to be recognized over a period of approximately two years.

Energy Operations

Benchmark recognizes revenues from sales of oil and natural gas products upon transfer of control of the product to the customer. Benchmark's contracts' pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil and natural gas products and prevailing supply and demand conditions. As a result, the price of the oil and natural gas fluctuates to remain competitive with other available oil and natural gas supplies. To the extent actual volumes and prices of oil and natural gas products are unavailable at the time of reporting, Benchmark will estimate the amounts. Benchmark records the differences between such estimates and actual amounts of oil and natural gas sales in the following month upon receipt of payment from the customer and any differences have historically been insignificant.

Benchmark sells oil production to customers at the wellhead or other contractually agreed upon delivery locations. Revenue is recognized when control transfers to the customer upon delivery to the contractually agreed delivery point, at which time the customer takes custody, title, and risk of loss of the product. Revenue is recorded based on contract pricing terms which reflect prevailing market prices, net of pricing differentials. Oil revenue is recognized during the month in which control transfers to the customer, and it is probable Benchmark will collect the consideration it is entitled to receive.

Benchmark's natural gas and natural gas liquids are sold to midstream customers at the lease location, inlet of the midstream entity’s gathering system, the tailgate of a natural gas processing plant, or other contractual delivery point. The midstream entity gathers, processes, and remits proceeds to Benchmark for the resulting sale of natural gas and natural gas liquids, and generally includes a reduction for contractual fees and for percent of proceeds. For the contracts where Benchmark maintains control through the outlet of the midstream processing facility, Benchmark recognizes revenue on a gross basis, with gathering, transportation, and processing fees presented as an expense on the consolidated statements of operations. Alternatively, where Benchmark relinquishes control at the inlet of the midstream processing facility, Benchmark recognizes natural gas and natural gas liquids revenues based on the net amount of the proceeds received from the midstream processing entity as customer.

Benchmark's proportionate share of production from non-operated properties is generally marketed at the discretion of the operators with Benchmark receiving a net payment from the operator representing Benchmark's proportionate share of sales proceeds, which is net of costs incurred by the operator, if any. Such non-operated revenues are recognized at the net amount of proceeds to be received by Benchmark during the month in which production occurs, and it is probable Benchmark will collect the consideration it is entitled to receive. Proceeds are generally received by Benchmark within two to three months after the month in which production occurs.

Benchmark's revenue were comprised of the following:

	Three Months Ended March 31,
	2024
	(In thousands)
Oil sales	$	661
Natural gas sales	730
Natural gas liquids sales	465
Total	$	1,856

Impairment of Investments

Acacia reviews its 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.

Accounts Receivable and Allowance for Credit Losses

Intellectual Property Operations

ARG 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 credit losses 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 sheets and a charge to general and administrative expenses in the consolidated 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 credit losses established as of March 31, 2024 and December 31, 2023.

Industrial Operations

Printronix's accounts receivable are recorded at the invoiced amount and do not bear interest. Printronix performs initial and periodic credit evaluations on customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness. The allowance for credit losses is determined by evaluating individual customer receivables, based on contractual terms, reviewing the financial condition of customers, and from the historical experience of write-offs. Receivable losses are charged against the allowance when management believes the account has become uncollectible. Subsequent recoveries, if any, are credited to the allowance. As of March 31, 2024 and December 31, 2023, Printronix's combined allowance for credit losses and allowance for sales returns was $66,000 and $56,000, respectively.

Energy Operations

Benchmark's oil and gas accounts receivable consist of crude oil, natural gas and natural gas liquids sales proceeds receivable from purchasers. Accounts receivable – joint interest owners consist of amounts due from joint interest partners for operating costs. Benchmark's accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for credit losses may be established to reflect management's best estimate of probable losses inherent in the accounts receivable balance, and is reflected as a contra-asset account on the balance sheets and a charge to general and administrative expenses in the consolidated statements of operations for the applicable period. The allowance is determined by evaluating individual customer receivables based on known troubled accounts, historical experience, and other currently available evidence. As of March 31, 2024 and December 31, 2023, Benchmark's allowance for credit losses was $100,000 and zero, respectively.

Oil and Natural Gas Properties

Benchmark follows the successful efforts method of accounting for oil and natural gas producing activities. Costs to acquire oil and gas product leaseholds, to drill and equip exploratory wells that find proved reserves, to drill and equip development wells and related asset retirement costs are capitalized. Costs to drill exploratory wells are capitalized pending determination of whether the wells have found proved reserves. If Benchmark determines that the wells do not find proved reserves, the costs are charged to expense. At March 31, 2024, Benchmark had no capitalized exploratory costs that were pending determination of economic reserves. Geological and geophysical costs, including seismic studies and costs of carrying and retaining unproved properties, are charged to expense as incurred. On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depletion and depreciation are eliminated from the property accounts, and the resulting gain or loss is recognized. On the sale of a partial unit of proved property, the amount received is treated as a reduction of the cost of the interest retained. Capitalized costs of proved oil and natural gas properties are depleted based on the unit-of-production method over total estimated proved reserves, and capitalized costs of wells and related equipment and facilities are depreciated based on the unit-of-production method over the estimated proved developed reserves.

Capitalized costs related to proved oil, natural gas properties, including wells and related equipment and facilities, are evaluated for impairment based on an analysis of undiscounted future net cash flows. If undiscounted cash flows are insufficient to recover the net capitalized costs related to proved properties, then an impairment charge is recognized in income from operations equal to the difference between the net capitalized costs related to proved properties and their estimated fair values based on the present value of the related future net cash flows. Refer to Note 6 for additional information.

Goodwill

Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. We evaluate goodwill for impairment annually in the fourth quarter and on an interim basis if the facts and circumstances lead us to believe that more-likely-than-not there has been an impairment. When evaluating goodwill for impairment, we estimate the fair value of the reporting unit. Several methods may be used to estimate a reporting unit’s fair value, including, but not limited to, discounted projected future net earnings or net cash flows and multiples of earnings. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Refer to Note 7 for additional information.

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. The Company’s leases primarily consist of facility leases which are classified as operating leases. Lease expense is recognized on a straight-line basis over the lease term.

As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Refer to Note 12 for additional information.

Impairment of Long-lived Assets

ARG's patents include the cost of patents or patent rights acquired from third-parties or obtained in connection with business combinations. ARG's patent costs are amortized utilizing the straight-line method over their estimated useful lives, ranging from two to five years. Refer to Note 7 for additional information.

Printronix's intangible assets consist of trade names and trademarks, patents and customer and distributor relationships. These definite-lived intangible assets, at the time of acquisition, are recorded at fair value and are stated net of accumulated amortization. Printronix currently amortizes the definite-lived intangible assets on a straight-line basis over their estimated useful lives of seven years. Refer to Note 7 for additional information.

The Company reviews long-lived assets, patents and other intangible assets for potential impairment annually 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 in an amount 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. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over their 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. Refer to Note 7 for additional information.

Revolving Credit Facility

Credit Agreement

On September 16, 2022, Benchmark entered into a credit agreement (the "Credit Agreement") for a revolving credit facility (the "Revolver") and a term loan with a bank. The Revolver had an initial borrowing base of $25 million and $75 million maximum borrowing capacity. The Revolver matures on September 16, 2025. The availability under the Credit Agreement is subject to the borrowing base, which is redetermined on April 1 and October 1 of each year. During 2023, the borrowing base was reduced to $17.5 million and payment was made, which further reduced the borrowing base to $10.5 million. During the three months ended March 31, 2024, the borrowing base increased by $2.5 million. As of March 31, 2024 and December 31, 2023 the outstanding balance on the Revolver was $13.0 million and $10.5 million, respectively. Additionally, Benchmark initially borrowed $3.5 million under the related term loan, which was paid in full during 2023. Benchmark’s outstanding balance on the term loan was zero as of March 31, 2024 and December 31, 2023.

In general, the borrowings under the Revolver bear interest at either the Alternate Base Rate or Secured Overnight Financing Rate (each as defined in the Credit Agreement). Either rate is adjusted upward by an applicable margin based on Benchmark's percentage of utilization of the Revolver. As of March 31, 2024, the interest rate associated with the outstanding borrowings was 11% for the Revolver.

The Revolver contains customary financial and non-financial covenants, the most restrictive of which are (i) current assets to current liabilities of not less than 1.0 to 1.0 and (ii) total debt to EBITDAX (as defined in the Credit Agreement) of not greater than 3.5 to 1.0 for the rolling periods as defined in the Credit Agreement. As of March 31, 2024, Benchmark was in compliance with these financial covenants related to the Revolver.

Loan Agreement

On April 17, 2024 (the "Closing Date"), in connection with the Transaction, BE Anadarko II, LLC, a subsidiary of Benchmark, entered into a Loan Agreement (the "Loan Agreement") with lenders from time to time party thereto (the "Lenders"), governing a new revolving credit facility (the "Revolving Credit Facility"), with a maximum aggregate credit amount of $150 million, of which approximately $85 million was available at the Closing Date, that Benchmark may draw upon from time to time subject to the terms and conditions set forth in the Loan Agreement. The Revolving Credit Facility will mature three years from the Closing Date and includes a letter of credit subfacility. On the Closing Date, $82.7 million,

including $660,000 related to letters of credit, was drawn under the Revolving Credit Facility. Benchmark pledged substantially all of its oil and gas properties and other assets as collateral to secure amounts outstanding under the Loan Agreement.

Borrowings under the Revolving Credit Facility will bear interest at a rate per annum equal to the “Adjusted Term SOFR Margin Rate” (as defined in the Loan Agreement) plus a margin of 3.00% to 4.00%. The applicable margin will be determined based on a monthly utilization percentage, and the availability will be determined by reference to a borrowing base calculation. Unused commitments under the Revolving Credit Facility are subject to a commitment fee 0.5 percent payable on a quarterly basis.

The Loan Agreement contains customary covenants with respect to BE Anadarko and its subsidiaries, including, among others, limitations on indebtedness, liens, mergers, issuances of disqualified capital stock, dispositions, payment of dividends, investments and new businesses, amendments of organizational documents and other material contracts, hedging contracts, sale and lease back transactions and transactions with affiliates. In addition, the Loan Agreement contains covenants that require BE Anadarko to maintain certain financial ratios related to its consolidated current assets and leverage. The Loan Agreement also contains certain events of default, including, among others, nonpayment, inaccuracy of representations and warranties, violation of covenants, cross-default to other indebtedness, bankruptcy, material judgments, or a change of control. Upon the occurrence of an event of default, the Lenders may terminate the commitments under the Loan Agreement and declare all loans due and payable.

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 in the consolidated balance sheets. Refer to Note 13 for additional information.

Engineering and Development

Engineering and development costs are expensed as incurred and consist of labor, supplies, consulting and other costs related to developing and improving Printronix's products.

Stock-Based Compensation

The compensation cost for all time-based 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 currently one to four years. Compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The fair value of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance based stock awards (“PSUs”) are 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. Forfeitures are accounted for as they occur. Refer to Note 14 for additional information.

Foreign Currency Gains and Losses

In connection with our Printronix business, the U.S. dollar is the functional currency for all of the foreign subsidiaries. Transactions that are recorded in currencies other than the U.S. dollar may result in transaction gains or losses at the end of the reporting period and when trade receipts and payments occur. For these subsidiaries, the assets and liabilities have been re-measured at the end of the period for changes in exchange rates, except inventories and property, plant and equipment, which have been remeasured at historical average rates. The consolidated statements of operations have been reevaluated at average rates of exchange for the reporting period, except cost of sales and depreciation, which have been reevaluated at historical rates. Although Acacia historically has not had material foreign operations, Acacia is exposed to fluctuations in foreign currency exchange rates between the U.S. dollar, and the British Pound and Euro currency exchange rates, primarily related to foreign cash accounts, a note receivable and certain equity security investments. All foreign currency exchange activity is recorded in the 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. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made.

Under U.S. GAAP, 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.

The provision for income taxes for interim periods is determined using an estimate of Acacia's annual effective rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, Acacia updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded.

Our income tax benefit for the three months ended March 31, 2024 is primarily attributable to recognizing a benefit for losses incurred year-to-date offset by foreign withholding taxes. Our income tax expense for the three months ended March 31, 2023 is primarily attributable to foreign taxes withheld and foreign and state income taxes.

The Company's effective tax rates were 85% and 20% for the three months ended March 31, 2024 and 2023, respectively. Our 2024 effective tax rate in the period was higher than the U.S. federal statutory rate primarily due to dividends received deduction offset by foreign withholding taxes which we could not recognize as a foreign tax credit. Our 2023 effective tax rate in the period was lower than the U.S. federal statutory rate primarily due to expiration of foreign tax credits, changes in valuation allowance, as well as non-deductible items. The effective tax rate may be subject to fluctuations during the year as new information is obtained which may affect the assumptions used to estimate the effective tax rate, including factors such as expected utilization of net operating loss carryforwards, changes in or the interpretation of tax laws in jurisdictions where the Company conducts business, the Company’s expansion into new states or foreign countries, and the amount of valuation allowances against deferred tax assets. The Company has recorded a partial valuation allowance against our net deferred tax assets as of March 31, 2024 and December 31, 2023. These assets primarily consist of foreign tax credits and state net operating loss carryforwards.

At March 31, 2024 and December 31, 2023, the Company had total unrecognized tax benefits of approximately $757,000. At March 31, 2024 and December 31, 2023, $757,000 of unrecognized tax benefits were recorded in other long-term liabilities. No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented. At March 31, 2024, if recognized, $757,000 of tax benefits would impact the Company’s effective tax rate subject to valuation allowance. The Company does not expect that the liability for unrecognized benefits will change significantly within the next 12 months. Acacia recognizes interest and penalties with respect to unrecognized tax benefits in income tax expense (benefit). 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.

Recent Accounting Pronouncements

Recently Adopted

There have been no recent accounting pronouncements adopted by the Company which would have a material impact on the Company's financial statements.

Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures”, which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15,

2023 and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures," which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities on an annual basis (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires that entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

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EQUITY SECURITIES PORTFOLIO INVESTMENT

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

EQUITY SECURITIES PORTFOLIO INVESTMENT

EQUITY SECURITIES

Equity securities for the periods presented were comprised of the following:

Security Type	Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(In thousands)
March 31, 2024:
Equity securities - other common stock	$	19,971	$	2,966	$	(19)	$	22,918
Total	$	19,971	$	2,966	$	(19)	$	22,918
December 31, 2023:
Equity securities - Life Sciences Portfolio	$	28,498	$	28,600	$	(20)	$	57,078
Equity securities - other common stock	4,925		1,080		(15)		5,990
Total	$	33,423	$	29,680	$	(35)	$	63,068

Equity Securities Portfolio Investment

On April 3, 2020, the Company entered into an Option Agreement with LF Equity Income Fund, which included general terms through which the Company was provided the option to purchase a portfolio of investments in 18 public and private life sciences companies (the "Life Sciences Portfolio") for an aggregate purchase price of £223.9 million, approximately $277.5 million at the exchange rate on April 3, 2020.

For accounting purposes, the total purchase price of the Life Sciences Portfolio was allocated to the individual equity securities based on their individual fair values as of April 3, 2020, in order to establish an appropriate cost basis for each of the acquired securities. The fair values of the public company securities were based on their quoted market price. The fair values of the private company securities were estimated based on recent financing transactions and secondary market transactions and factoring in a discount for the illiquidity of these securities. Included in our consolidated balance sheets as of March 31, 2024 and December 31, 2023, the total fair value of the remaining Life Sciences Portfolio investment was $25.7 million and $82.8 million, respectively.

As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired an equity interest in Arix Bioscience PLC (“Arix”), a public company listed on the London Stock Exchange. On November 1, 2023, the Company, through a wholly owned subsidiary, entered into an agreement (the “Arix Shares Purchase Agreement”) with RTW Biotech Opportunities Ltd. (“RTW Bio”) to sell its shares of Arix to RTW Bio for a purchase price of $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). On January 19, 2024, the Company completed such sale for $57.1 million. Following the completion of the share sale, the Company no longer owns any shares of Arix.

The following unrealized and realized gains or losses from our investment in the Life Sciences Portfolio are recorded in the change in fair value of equity securities and gain or loss on sale of equity securities, respectively, in the consolidated statements of operations:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Change in fair value of equity securities of public    companies	$	(28,581)	$	577
Gain on sale of equity securities of public    companies	28,581		—
Net realized and unrealized gain	$	—	$	577

As part of the Company’s acquisition of equity securities in the Life Sciences Portfolio, the Company acquired a majority interest in the equity securities of MalinJ1 (63.9%), which were transferred to the Company on December 3, 2020. The acquisition of the MalinJ1 securities was accounted for as an asset acquisition as there was a change of control of MalinJ1 and substantially all of the fair value of the assets acquired was concentrated in a single identifiable asset, an investment in Viamet Pharmaceuticals Holdings, LLC (“Viamet”). As such, the cost basis of the MalinJ1 securities was used to allocate to the Viamet investment, the single identifiable asset, and no goodwill was recognized. The Company through its consolidation of MalinJ1 accounts for the Viamet investment under the equity method as MalinJ1 owns 41.0% of outstanding shares of Viamet. As of March 31, 2024 and 2023, this investment did not meet the significance thresholds for additional summarized income statement disclosures, as defined by the SEC. During the three months ended March 31, 2024 and 2023, our consolidated earnings on equity investment was zero. No distributions were received during the three months ended March 31, 2024 and 2023.

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INVENTORIES

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

INVENTORIES, NET

INVENTORIES

Printronix's inventories consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Raw materials	$	3,404	$	3,961
Subassemblies and work in process	1,533		1,882
Finished goods	5,447		5,578
	10,384		11,421
Inventory reserves	(504)		(500)
Total inventories	$	9,880	$	10,921

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PROPERTY, PLANT AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Machinery and equipment	$	3,038	$	3,035
Furniture and fixtures	395		395
Computer hardware and software	277		312
Leasehold improvements	1,018		1,018
	4,728		4,760
Accumulated depreciation and amortization	(2,638)		(2,404)
Property, plant and equipment, net	$	2,090	$	2,356

Total depreciation and amortization expense in the consolidated statements of operations was $280,000 and $347,000 for the three months ended March 31, 2024 and 2023, respectively. Our Intellectual Property Operations and parent company include depreciation and amortization in general and administrative expenses. For the three months ended March 31, 2024 and 2023, our Industrial Operations allocated depreciation and amortization, totaling $252,000 and $313,000 to all applicable operating expense categories, including cost of sales of $106,000 and $111,000, respectively.

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OIL AND NATURAL GAS PROPERTIES, NET

3 Months Ended

Mar. 31, 2024

Extractive Industries [Abstract]

OIL AND NATURAL GAS PROPERTIES, NET

OIL AND NATURAL GAS PROPERTIES, NET

Benchmark's oil and natural gas properties consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Total proved properties costs	$	25,533	$	25,276
Accumulated depletion and depreciation	(581)		(159)
Oil and natural gas properties, net	$	24,952	$	25,117

Total depletion and depreciation expense in the consolidated statements of operations was $422,000 for the three months ended March 31, 2024 and includes depletion and depreciation in cost of production. Benchmark determined no impairment to proved oil and natural gas properties was necessary as of March 31, 2024.

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GOODWILL AND OTHER INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Changes in the carrying amount of goodwill consisted of the following:

	March 31, 2024
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	1,449	$	8,990
Acquisition of business	—		—		—
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

	December 31, 2023
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	—	$	7,541
Acquisition of business	—		1,449		1,449
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

The ending balance of goodwill includes no accumulated impairment losses to date. Refer to Note 1 for additional information related to the Printronix and Benchmark acquisitions.

Other intangible assets, net consisted of the following:

	March 31, 2024
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	341,403	$	(319,547)	$	21,856
Industrial operations	7 years	3,400		(1,203)		2,197
Total patents		344,803		(320,750)		24,053
Customer relationships - industrial operations	7 years	5,300		(1,878)		3,422
Trade name and trademarks - industrial operations	7 years	3,430		(1,215)		2,215
Total		$	353,533	$	(323,843)	$	29,690

	December 31, 2023
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	341,403	$	(316,114)	$	25,289
Industrial operations	7 years	3,400		(1,083)		2,317
Total patents		344,803		(317,197)		27,606
Customer relationships - industrial operations	7 years	5,300		(1,689)		3,611
Trade name and trademarks - industrial operations	7 years	3,430		(1,091)		2,339
Total		$	353,533	$	(319,977)	$	33,556

Total other intangible asset amortization expense in the consolidated statements of operations was $3.9 million and $3.0 million for the three months ended March 31, 2024 and 2023, respectively. The Company did not record charges related to impairment of other intangible assets for the three months ended March 31, 2024 and 2023. There was no accelerated amortization of other intangible assets for the three months ended March 31, 2024 and 2023. Intellectual Property Operations amortization of patents is expensed in cost of revenues and Industrial Operations amortization is expensed in general and administrative expenses.

The following table presents the scheduled annual aggregate amortization expense (in thousands):

Years Ending December 31,
Remainder of 2024	$	10,964
2025	12,485
2026	3,173
2027	1,734
2028	1,334
Total	$	29,690

During the year ended December 31, 2022, ARG entered into an agreement granting ARG the exclusive option to acquire all rights to license and enforce a patent portfolio and all future patents and patent applications, and incurred $15.0 million of certain patent and patent rights costs, of which was fully paid in 2023. The patent costs are included in prepaid expenses and other current assets in the consolidated balance sheet as of March 31, 2024. As of December 31, 2023, ARG accrued $4.0 million of certain patent and patent rights acquisition costs, which was paid on January 31, 2024. As of March 31, 2024 and December 31, 2023, zero and $4.0 million of certain patent and patent rights acquisition costs was accrued, respectively, and included in accrued expenses and other current liabilities (see Note 8).

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Accrued consulting and other professional fees	$	832	$	1,595
Income taxes payable	1,313		619
Product warranty liability, current	27		30
Service contract costs, current	168		169
Short-term lease liability	1,094		1,248
Accrued patent cost (see Note 7)	—		4,000
Other accrued liabilities	556		744
Total	$	3,990	$	8,405

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STARBOARD INVESTMENT

3 Months Ended

Mar. 31, 2024

Starboard Investment [Abstract]

STARBOARD INVESTMENT

STARBOARD INVESTMENT

In order to establish a strategic and ongoing relationship between the Company and Starboard, on November 18, 2019, the Company and Starboard entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which Starboard acquired (i) 350,000 shares of Series A Redeemable Convertible Preferred Stock with a stated value of $100 per share, (ii) Series A Warrants to purchase up to 5,000,000 shares of the Company's common stock (the “Series A Warrants”) and (iii) Series B Warrants to purchase up to 100,000,000 shares of the Company's common stock.

On November 12, 2021, the Board of Directors of the Company (the "Board") formed a Special Committee comprised of directors not affiliated or associated with Starboard in order to explore the possibility of simplifying the Company’s capital structure. Management of the Company believed that the Company’s capital structure, with multiple different series of securities, made it difficult for investors to understand and value the Company and created an impediment to new public investment.

As a result, on October 30, 2022, and following the unanimous recommendation of the Special Committee of the Board, the Company entered into the Recapitalization Agreement with Starboard in order to simplify the Company’s capital structure, pursuant to which, among other things, (1) effective as of November 1, 2022, Starboard exercised the Series A Warrants in full and received 5,000,000 shares of the Company’s common stock, (2) Starboard purchased 15,000,000 shares of the Company’s common stock pursuant to the Concurrent Private Rights Offering (as defined below) and the Unadjusted Series B Warrants (as defined below) were cancelled, and (3) on July 13, 2023, (a) Starboard converted

350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of the Company’s common stock, and (b) Starboard exercised 31,506,849 of the Series B Warrants through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), resulting in the receipt by Starboard of 31,506,849 shares of common stock, the cancellation of $60.0 million aggregate principal amount of the Company’s senior secured notes held by Starboard (the “Senior Secured Notes”) and the receipt by the Company of aggregate gross proceeds of approximately $55.0 million. As a result, Starboard beneficially owned 61,123,595 shares of common stock as of July 13, 2023, representing approximately 61.2% of the common stock based on 99,886,322 shares of common stock issued and outstanding as of such date. Accordingly, no shares of Series A Redeemable Convertible Preferred Stock, no Series B Warrants, nor any Senior Secured Notes remain outstanding.

As applicable, the following discussion of Starboard’s investments in the Company reflect the transactions effected pursuant to the Recapitalization Agreement.

Series A Redeemable Convertible Preferred Stock

Per its terms, the Series A Redeemable Convertible Preferred Stock could be converted into a number of shares of common stock equal to (i) the stated value thereof plus accrued and unpaid dividends, divided by (ii) the conversion price of $3.65 (subject to certain anti-dilution adjustments) and holders of the Series A Redeemable Convertible Preferred Stock could elect to convert the Series A Redeemable Convertible Preferred Stock into common stock at any time.

Further, the Series A Redeemable Convertible Preferred Stock accrued cumulative dividends quarterly at annual rate of 3.0% on the stated value. Upon consummation of the Printronix acquisition in October 2021, the dividend rate increased to 8.0% on the stated value. There were no accrued and unpaid dividends as of March 31, 2024 and December 31, 2023.

Under the Recapitalization Agreement, the Company and Starboard agreed to take certain actions related to the Series A Preferred Stock in connection with the Recapitalization, including submitting a proposal for stockholder approval to remove the “4.89% blocker” provision contained in the Company's Amended and Restated Certificate of Designations (the "Amendment to the Amended and Restated Certificate of Designations"). The Company’s stockholders approved the Amendment to the Amended and Restated Certificate of Designations at the Company’s annual meeting of stockholders held on May 16, 2023 which became effective on June 30, 2023. Subsequently, and in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, on July 13, 2023, Starboard converted an aggregate amount of 350,000 shares of Series A Redeemable Convertible Preferred Stock into 9,616,746 shares of common stock, which included 27,704 shares of common stock issued in respect of accrued and unpaid dividends. Following Starboard’s conversion of its 350,000 shares of Series A Redeemable Convertible Preferred Stock, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding, which resulted in a fair value of zero.

The Company classified the Series A Redeemable Convertible Preferred Stock as mezzanine equity as the instrument would become redeemable at the option of the holder in various scenarios or otherwise on November 15, 2027. As it was probable that the Series A Redeemable Convertible Preferred Stock would become redeemable, the Company accreted the instrument to its redemption value using the effective interest method and recognized any changes against additional paid in capital in the absence of retained earnings. The Company determined that upon entering into the Recapitalization Agreement, the Series A Redeemable Convertible Preferred Stock was not modified related to the redemption, as such action was subject to the receipt of stockholder approval at the Company’s next annual meeting of stockholders. Accordingly, the Series A Redeemable Convertible Preferred Stock continued to be classified as temporary equity and continued to be accreted to its redemption value to the earliest redemption date of November 15, 2024. Accretion for the three months ended March 31, 2024 and 2023 was zero and $1.6 million, respectively.

Series B Warrants

On February 25, 2020, pursuant to the terms of the Securities Purchase Agreement with Starboard, the Company issued Series B Warrants to purchase up to 100,000,000 shares of the Company’s common stock at an exercise price (subject to certain price-based anti-dilution adjustments) of either (i) $5.25 per share, if exercising by cash payment, within 30 months from the issuance date (i.e., August 25, 2022); or (ii) $3.65 per share, if exercising by cancellation of a portion of the Senior Secured Notes. The Company issued the Series B Warrants for an aggregate purchase price of $4.6 million. The Series B Warrants had an expiration date of November 15, 2027.

In connection with the issuance of the Senior Secured Notes on June 4, 2020, the terms of certain of the Series B Warrants were amended to permit the payment of the lower exercise price of $3.65 through the payment of cash, rather than only through the cancellation of Senior Secured Notes outstanding, at any time until the expiration date of November 15, 2027. 31,506,849 of the Series B Warrants were subject to this adjustment with the remaining balance of 68,493,151 Series B Warrants continuing under their original terms (the Series B Warrants not subject to such adjustment, the “Unadjusted Series B Warrants”).

During the third quarter of 2022, the cash exercise feature of the Unadjusted Series B Warrants expiration date of August 25, 2022 was extended to October 28, 2022. On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for the related 68,493,151 warrants. In March 2023, the Unadjusted Series B Warrants were cancelled immediately following the completion of the Rights Offering (as described below). In 2023, the remaining 31,506,849 Series B Warrants were exercised.

Further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, on July 13, 2023, Starboard completed the Series B Warrants Exercise. Pursuant to the Series B Warrants Exercise, the Company effectively cancelled $60.0 million aggregate principal amount of Senior Secured Notes held by Starboard and received aggregate gross proceeds of approximately $55.0 million. At the closing of the Series B Warrants Exercise, the Company paid to Starboard an aggregate amount of $66.0 million (the “Recapitalization Payment”) representing a negotiated settlement of the foregone time value of the Series B Warrants and the Series A Redeemable Convertible Preferred Stock (which amount was paid through a reduction in the exercise price of the Series B Warrants). The Recapitalization Payment effectively modified the exercise price of the Series B Warrants. Upon the Series B Warrants Exercise, Starboard exercised the Series B Warrants at a reduced price and the Company issued an aggregate of 31,506,849 shares of the Company’s common stock to Starboard in consideration of the cash payment and cancellation of any outstanding Senior Secured Notes.

The Series B Warrants were classified as a liability in accordance with ASC 480, "Distinguishing Liabilities from Equity", as the agreement provided for net cash settlement upon a change in control, which was outside the control of the Company. In connection with the Recapitalization Agreement and related warrant modification, the Company recognized the incremental fair value as a component of the change in fair value of the Series B Warrants in other expense as of December 31, 2022.

The Series B Warrants were recognized at fair value at each reporting period until exercised, which resulted in a fair value of zero, with changes in fair value recognized in other income or (expense) in the consolidated statements of operations. As of March 31, 2024, no Series B warrants were issued or outstanding.

Rights Offering and Concurrent Private Rights Offering

On February 14, 2023, pursuant to the requirements of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the Company commenced a rights offering (the “Rights Offering”). Under the terms of the Rights Offering, the Company distributed non-transferable subscription rights to record holders (“Eligible Securityholders”) of the Company’s common stock held as of 5 p.m. Eastern time on February 13, 2023, the record date for the Rights Offering. The subscription period for the Rights Offering terminated at 5 p.m. Eastern time on March 1, 2023 (the “Expiration Time”). Pursuant to the Rights Offering, Eligible Securityholders received one non-transferable subscription right (a “Subscription Right”) for every four shares of common stock owned by such Eligible Securityholders. Each Subscription Right entitled an Eligible Securityholder to purchase, at such Eligible Securityholder’s election, one share of common stock at a price of $5.25 per share (the “Subscription Price”).

Starboard received private subscription rights to purchase up to 28,647,259 shares of common stock at the Subscription Price pursuant to a concurrent private rights offering (the “Concurrent Private Rights Offering”) in connection with their ownership of common stock and, on an as-converted basis, the Company’s Series B Warrants and shares of the Company’s Series A Redeemable Convertible Preferred Stock. The private subscription rights provided to Starboard pursuant to the Concurrent Private Rights Offering were on substantially the same terms as the Subscription Rights, and were distributed substantially concurrently with the distribution of the Subscription Rights and expired at the Expiration Time. In connection with the Rights Offering, Starboard purchased 15,000,000 shares of common stock.

The Company determined that upon entering into the Recapitalization Agreement on October 30, 2022, the Rights Offering and Concurrent Private Rights Offering and related commitment required no recognition in the Company's financial statements. The Company recognized the proceeds received from the sale of the shares in equity when the sale occurred.

The Company received aggregate gross proceeds of approximately $361,000 from the Rights Offering and aggregate gross proceeds of approximately $78.8 million from the Concurrent Private Rights Offering and issued an aggregate of 15,068,753 shares of common stock.

The Rights Offering was made pursuant to a prospectus supplement to the Company’s shelf registration statement on Form S-3 (No. 333-249984), filed with the SEC on February 14, 2023.

Governance

Under the Recapitalization Agreement, the parties agreed that for a period from the date of the Recapitalization Agreement until May 12, 2026 (the “Applicable Period”), the Board of the Company will include at least two (2) directors that are independent of, and not affiliates (as defined in Rule 144 of the Securities Exchange Act of 1934, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T. Kohlberg satisfying this initial condition under the Recapitalization Agreement. The parties also agreed that Katharine Wolanyk would continue to serve as a director of the Company until at least May 12, 2024 (or such earlier date if Ms. Wolanyk is unwilling or unable to serve as a director for any reason or resigns as a director). Additionally, the Company appointed Gavin Molinelli as a member and as Chair of the Board. The Company and Starboard also agreed that, following the closing of the Series B Warrants Exercise until the end of the Applicable Period, the number of directors serving on the Board will not exceed 10 members.

Other Provisions of the Recapitalization Agreement

On February 14, 2023, the Company entered into an amended and restated Registration Rights Agreement with Starboard as contemplated by the Recapitalization Agreement.

Pursuant to the amended Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale of the shares of common stock, issuable or issued to Starboard pursuant to or in accordance with Section 1.1 of the Recapitalization Agreement, including the shares issued to Starboard in the Concurrent Private Rights Offering, within 90 days after a written request made prior to the first anniversary of the Closing Date (as defined in the Registration Rights Agreement). The Registration Rights Agreement also provides Starboard with additional rights to require that the Company file a registration statement in other circumstances. The Registration Rights Agreement includes other customary terms.

The Recapitalization Agreement includes a “fair price” provision requiring, in addition to any other stockholder vote required by the Company’s Certificate of Incorporation or Delaware law, the affirmative vote of the holders of a majority of the outstanding voting stock held by stockholders of the Company other than Starboard and its affiliates, by or with whom or on whose behalf, directly or indirectly, a business combination is proposed, in order to approve such a business combination; provided, that the additional majority voting requirement would not be applicable if either (x) the business combination is approved by the Board by the affirmative vote of at least a majority of the directors who are unaffiliated with Starboard or (y) (i) the consideration to be received by stockholders other than Starboard and its affiliates meets certain minimum price conditions, and (ii) the consideration to be received by stockholders other than Starboard and its affiliates is of the same form and kind as the consideration paid by Starboard and its affiliates.

The Recapitalization Agreement also provided that, effective as of the later of the closing of the Recapitalization Transactions and the date on which no Senior Secured Notes remain outstanding, (i) the Securities Purchase Agreement and (ii) that certain Governance Agreement, dated as of November 18, 2019, as amended and restated on January 7, 2020 (the "Governance Agreement"), would be automatically terminated and of no further force and effect without any further action by any party thereto. As a result of the closing of the Recapitalization Transactions, the Securities Purchase Agreement and the Governance Agreement have been terminated and are of no further force and effect.

Services Agreement

On December 12, 2023, the Company entered into a Services Agreement with Starboard (the “Services Agreement”), pursuant to which, upon the Company’s request, Starboard will provide to the Company certain trade execution, research, due diligence and other services. Starboard has agreed to provide the services on an expense reimbursement basis and no separate fee will be charged by Starboard for the services. During the three months ended March 31, 2024 the Company did not make any reimbursements to Starboard under the Services Agreement.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

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:  Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs, including the entity’s own assumptions in determining the fair value of derivatives and certain investments.

Whenever possible, the Company is required to use observable market inputs (Level 1) 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. In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy.

The Company held the following types of financial instruments at fair value on a recurring basis as of March 31, 2024 and December 31, 2023:

Equity Securities. Equity securities includes investments in public company common stock and are recorded at fair value based on the quoted market price of each share on the valuation date. The fair value of these securities are within Level 1 of the valuation hierarchy. Equity investments that do not have regular market pricing, but for which fair value can be determined based on other data values or market prices, are recorded at fair value within Level 2 of the valuation hierarchy. The Company has elected to apply the fair value method to one equity securities investment that would otherwise be accounted for under the equity method of accounting. On November 1, 2023, the Company, through a wholly owned subsidiary, entered into the Arix Shares Purchase Agreement with RTW Bio to sell its shares of Arix to RTW Bio for a purchase price of $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). On January 19, 2024, the Company completed such sale for $57.1 million. As a result, as of March 31, 2024, the aggregate carrying amount of this investment was zero, and was included in equity securities, in the consolidated balance sheet (refer to Note 3 for additional information).

Commodity Derivative Instruments: Commodity derivative instruments are recorded at fair value using industry standard models using assumptions and inputs which are substantially observable in active markets throughout the full term of the instruments. These include market price curves, quoted market prices in active markets, credit risk adjustments, implied market volatility and discount factors. The fair value of these instruments are within Level 2 of the valuation hierarchy. During 2024, Benchmark executed derivative contracts with a single counterparty and also executed an International Swap Dealers Association Master Agreement ("ISDA") with its counterparty, the terms of which provide Benchmark and its counterparty with rights of offset. There are no derivative assets that were subjected to offset for the three months ended March 31, 2024. As of March 31, 2024, the aggregate fair value of the open commodity derivatives was $2.1 million and is included in prepaid expenses and other current assets and other non-current assets, in the consolidated balance sheet (refer to Note 2 to the consolidated financial statements included in our 2023 Annual Report).

Series B Warrants. Series B Warrants are recorded at fair value, using a Black-Scholes option-pricing model (Level 3). On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for such warrants (refer to Note 9 for additional information). The fair value of the remaining Series B Warrants as of July 13, 2023 was estimated based on the following significant assumptions: volatility of 120 percent, risk-free rate of 5.24 percent, term of 0.04 years and a dividend yield of 0 percent. On July 13, 2023, further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the remaining Series B Warrants were exercised,

which also resulted in a fair value of zero as of December 31, 2023 (refer to Note 9 for additional information). As of March 31, 2024, no Series B warrants were issued or outstanding. Refer to the "Embedded derivative liabilities" discussion below for additional information on assumptions.

Embedded derivative liabilities. Embedded derivatives that are required to be bifurcated from their host contract are evaluated and valued separately from the host instrument. During the quarter ended December 31, 2022 in connection with the Recapitalization Agreement, the Company changed its methodology from a binomial lattice framework to an as-converted value (Level 3), based on an expected Series A Redeemable Convertible Preferred Stock conversion date on or prior to July 14, 2023 (refer to Note 9 for additional information).

The volatility of the Company’s common stock is estimated by analyzing the Company’s historical volatility, implied volatility of publicly traded stock options, and the Company’s current asset composition and financial leverage. Prior to December 31, 2022, the selected volatility, as described herein, represented a haircut from the Company’s actual realized historical volatility. A volatility haircut is a concept used to describe a commonly observed occurrence in which the volatility implied by market prices involving options, warrants and convertible debt is lower than historical actual realized volatility. The risk-free interest rate was based on the yield on the U.S. Treasury with a remaining term equal to the expected term of the conversion and early redemption options. The fair value of the embedded derivative as of July 13, 2023 was estimated based on the following significant assumptions: coupon rate of 8.00 percent, conversion ratio of 27.40, conversion date of July 14, 2023 and a discount rate of 14.80 percent. On July 13, 2023, in accordance with the terms of the Series A Redeemable Convertible Preferred Stock, as amended, and the Recapitalization Agreement, Starboard converted the Series A Redeemable Convertible Preferred Stock into common stock, which resulted in a fair value of zero as of December 31, 2023 (refer to Note 9 for additional information). As of March 31, 2024, the Company no longer had any shares of Series A Redeemable Convertible Preferred Stock outstanding.

Financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
March 31, 2024:
Equity securities	$	22,918	$	—	$	—	$	22,918
Commodity derivative instruments	—		2,094		—		2,094
Total	$	22,918	$	2,094	$	—	$	25,012
December 31, 2023:
Equity securities	$	63,068	$	—	$	—	$	63,068
Commodity derivative instruments	—		2,723		—		2,723
Total	$	63,068	$	2,723	$	—	$	65,791

Benchmark's realized derivative gain of $800,000 and unrealized derivative loss of $629,000 for the three months ended March 31, 2024 and are included in other income or (expense) in the consolidated statements of operations. No amounts are netted under the terms of the ISDA.

The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which were measured at fair value on a recurring basis. There are no Level 3 liabilities as of March 31, 2024. The changes in the estimated fair value of the Company's Level 3 liabilities as of March 31, 2023 were as follows:

	Series A Embedded Derivative Liabilities		Series B Warrant Liabilities		Total
	(In thousands)
Balance at December 31, 2022	$	16,835	$	84,780	$	101,615
Remeasurement to fair value	(5,023)		(11,628)		(16,651)
Balance at March 31, 2023	11,812		73,152		84,964

In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of equity securities without readily determinable fair value, equity method investments and patents on a quarterly basis for indications of impairment, and other long-lived assets at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

The Company reimbursed an aggregate amount of zero and $20,000 during the three months ended March 31, 2024 and 2023, respectively, to former executive officers in connection with legal fees incurred following such officers’ respective departures from the Company.

In 2023, the Company entered into a Loan Facility ("Loan Facility") with a private portfolio company. As of March 31, 2024 and December 31, 2023, the Loan Facility balance was $2.6 million and $2.2 million, respectively. The Loan Facility bore an interest rate of 9.5% per annum. We recorded $59,000 in interest income during the three months ended March 31, 2024. The receivable is included in other non-current assets in the consolidated balance sheets.

Refer to Note 9 for information about the Recapitalization Agreement and Services Agreement with Starboard.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Facility Leases

Acacia primarily leases office facilities under operating lease arrangements that will end in various years through July 2027.

On June 7, 2019, Acacia entered into a building lease agreement with Jamboree Center 4 LLC. Pursuant to the lease, we have leased 8,293 square feet of office space in Irvine, California. The lease commenced on August 1, 2019. The term of the lease is 60 months from the commencement date, provides for annual rent increases, and does not provide us the right to early terminate or extend our lease terms.

On January 7, 2020, Acacia entered into a building lease agreement with Sage Realty Corporation. Pursuant to the lease, as amended, we have leased approximately 8,600 square feet of office space for our corporate headquarters in New York, New York. The lease commenced on February 1, 2020. The term of the initial lease was 24 months from the commencement date, provides for annual rent increases, and does not provide us the right to early terminate or extend our lease terms. During August 2021, we entered into a first amendment of the New York office lease, to commence for a period of three years upon landlord's substantial completion of adequate substitution space. On January 25, 2022, the substitution space was substantially completed and the new expiration date is February 28, 2025. During July 2022, we entered into a second amendment of the New York office lease, to add space to the existing premises and increase the annual fixed rent through the existing expiration date. The new fixed rent commenced upon landlord's substantial completion of the additional space, which occurred on September 19, 2022. On June 23, 2023, the Company notified the landlord of its election to early terminate the lease effective as of March 31, 2024, pursuant to the terms set forth in the lease. In connection with such early termination election, the Company paid the landlord a termination payment as set forth in the lease. During September 2023, we entered into a fourth amendment of the New York office lease, which provides for (among other things): (a) the surrender a portion of the premises (Unit 602) effective as of March 31, 2024; (b) the rescission of the early termination election as it relates to the remaining portion of the premises (Unit 601); (c) an extension of the lease term with respect to Unit 601 for 40 months commencing on April 1, 2024 and expiring on July 31, 2027; and (d) annual rent increases, with no right to early terminate or extend the lease.

Printronix conducts its foreign and domestic operations using leased facilities under non-cancelable operating leases that expire at various dates through February 2028. Printronix has leased 73,649 square feet of facilities space, of which the significant leases are as follows:

•On November 10, 2020, Printronix entered into a building lease agreement with PPC Irvine Center Investment, LLC for 8,662 square feet of office space in Irvine, California. The lease commenced on April 1, 2021. The term of the lease is 65 months from the commencement date, provides for annual rent increases and provides the right to early terminate the lease under certain circumstances, as well as extend the lease term.

•On September 30, 2019, Printronix entered into a building lease agreement with Dynamics Sing Sdn. Bhd for 52,000 square feet of warehouse/manufacturing space in Johor, Malaysia. The lease commenced on December 29, 2019. The term of the lease is 48 months from the commencement date, has no annual rent increases and provides the right to early terminate or extend our lease term. The Malaysia factory lease has two renewal options for an additional four years and one additional renewal option for two years. On July 26, 2023, Printronix entered into a lease agreement to renew the lease for another 24 months commencing on December 29, 2023.

•On June 2, 2022, Printronix entered into a building lease agreement with HSBC Institutional Trust Services (Singapore) Limited for 4,560 square feet of office space in Singapore. The lease commenced on June 13, 2022. The term of the lease is 36 months from the commencement date, has no annual rent increases and does not provide the right to early terminate or extend the lease term.

•On November 28, 2019, Printronix entered into a building lease agreement with PF Grand Paris for 3,045 square feet of office space in Paris, France. The lease commenced on March 1, 2019. The term of the lease is 109 months from the commencement date, has no annual rent increases and provides the right to early terminate the lease under certain circumstances, however it does not provide for an extension of the lease term.

•On November 1, 2020, Printronix entered into a building lease agreement with Shanghai SongYun Enterprise Management Center for 2,422 square feet of office space in Shanghai, China. The lease commenced on November 1, 2020. The term of the lease is 48 months from the commencement date, has no annual rent increases and provides the right to early terminate or extend the lease term.

The Company's operating lease costs were $336,000 and $388,000 for the three months ended March 31, 2024 and 2023, respectively.

The table below presents aggregate future minimum lease payments due under the Company's leases discussed above, reconciled to long-term lease liabilities and short-term lease liabilities (included in accrued expenses and other current liabilities) included in the consolidated balance sheet as of March 31, 2024 (in thousands):

Years Ending December 31,
Remainder of 2024	$	825
2025	924
2026	579
2027	243
Total minimum payments	2,571
Less: short-term lease liabilities	(1,094)
Long-term lease liabilities	$	1,477

Inventor Royalties and Contingent Legal Expenses

In connection with the investment in certain patents and patent rights, ARG and its 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.

ARG or its 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 Legal Proceedings

The Company 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 the Company’s consolidated financial position, results of operations or cash flows.

Subsidiaries of ARG are often required to engage in litigation to enforce their patents and patent rights. In connection with any such patent enforcement actions, it is possible that a defendant may request and/or a court may rule that a 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 ARG or its subsidiaries or award attorney’s fees and/or expenses to a defendant(s), which could be material.

On September 6, 2019, Slingshot Technologies, LLC (“Slingshot”), filed a lawsuit in Delaware Chancery Court against the Company and ARG (collectively, the “Acacia Entities”), Monarch Networking Solutions LLC (“Monarch”), Acacia board member Katharine Wolanyk, and Transpacific IP Group, Ltd. (“Transpacific”). Slingshot alleges that the Acacia Entities and Monarch misappropriated its confidential and proprietary information, purportedly furnished to the Acacia Entities and Monarch by Ms. Wolanyk, in acquiring a patent portfolio from Transpacific after Slingshot’s exclusive option to purchase the same patent portfolio from Transpacific had already expired. Slingshot seeks monetary damages, as well as equitable and injunctive relief related to its alleged right to own the portfolio. On March 15, 2021, the Court issued orders granting Monarch’s motion to dismiss for lack of personal jurisdiction and Ms. Wolanyk’s motion to dismiss for lack of subject matter jurisdiction. The remaining parties served written discovery requests and responses, exchanged their respective document productions, and completed depositions as of October 27, 2022. On November 18, 2022, the Acacia Entities and Transpacific filed motions for summary judgment on Slingshot’s claims. Slingshot filed its opposition to the summary judgment motions on December 23, 2022, and the Acacia Entities and Transpacific filed their replies on January 10, 2023. The Chancery Court took off calendar the two-day trial on liability that had been scheduled for April 18–19, 2023, and instead set the hearing on the summary judgment motions for April 19, 2023. On April 19, 2023, the Chancery Court heard oral argument and took the summary judgment motions under advisement. On July 26, 2023, the Court held a telephonic hearing during which it delivered its ruling on the motions for summary judgment. The Court granted Transpacific’s motion and deferred ruling on the Acacia Entities’ motion pending further briefing as to whether the Court has subject matter jurisdiction. On September 14, 2023, the Acacia Entities and Slingshot filed a joint submission with the Chancery Court agreeing to proceed in Delaware Superior Court based on the Chancery Court’s apparent lack of subject matter jurisdiction over the remaining claims, and on September 21, 2023, the Chancery Court issued an order transferring the case to Delaware Superior Court. The case was subsequently assigned to Judge Eric M. Davis in the Complex Commercial Litigation Division of the Superior Court. On January 8, 2024, Judge Davis held an initial status conference, during which he instructed the Acacia Entities and Slingshot to refile their respective summary judgment briefs in Superior Court for the Court's consideration. The oral arguments on the Acacia Entities' motion for summary judgment took place on March 28, 2024. In the event that the Court denies the motion, it will set the case for trial.

In February 2017, AIP Operation LLC, or AIP, an indirect subsidiary of the Company, adopted a Profits Interests Plan that granted a profit interest in Veritone 10% Warrants held by AIP to certain members of management and the Board of Directors of the Company as compensation for services rendered. Those members of management and the Board separated from Acacia in 2018 and 2019 and the Veritone 10% Warrants were exercised in 2020 and 2021.

In the first quarter of 2024, we accrued for a potential legal liability in connection with an ongoing matter involving those former executives' separation from Acacia and their related profit interests in AIP (the "AIP Matter"). The accrued amount is an estimate based on best available information to the Company. For the three months ended March 31, 2024, other income (expense) includes an additional accrual of $6.2 million for amounts in connection with the AIP Matter, which is incremental to the $2.3 million that was expensed in prior periods. As of March 31, 2024, the related accrued loss contingency was $8.5 million, which is inclusive of the incremental accrual of $6.2 million.

Guarantees and Indemnifications

Acacia and 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 material payments related to these guarantees and indemnities. Acacia estimates the fair value of its indemnification obligations to be immaterial based on this history and therefore, have not recorded any material liability for these guarantees and indemnities in the consolidated balance sheets. Additionally, no events or transactions have occurred that would result in a material liability as of March 31, 2024.

Printronix posted collateral in the form of a surety bond or other similar instruments, which are issued by independent insurance carriers (the “Surety”), to cover the risk of loss related to certain customs and employment activities. If any of the entities that hold such bonds should require payment from the Surety, Printronix would be obligated to indemnify and reimburse the Surety for all costs incurred. As of March 31, 2024 and December 31, 2023, Printronix had approximately $100,000 of these bonds outstanding.

Environmental Cleanup

Energy Operations

Benchmark is engaged in oil and natural gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well production and also may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to oil and natural gas wells and the operation thereof. In connection with Benchmark's acquisition of existing or previously drilled well bores, Benchmark may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental cleanup or restoration, Benchmark would be responsible for curing such a violation. No claim has been made, nor is management aware of any liability that exists, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations relating thereto for the three months ended March 31, 2024.

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STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

Repurchases of Common Stock

On March 31, 2022, the Board approved a stock repurchase program for up to $40.0 million of shares of common stock. The repurchase authorization had no time limit and did not require the repurchase of a minimum number of shares. The common stock may be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act. During July 2022, we completed the March 2022 program with total common stock purchases of 8,453,519 shares for the aggregate amount of $40.0 million.

On November 9, 2023, the Board approved a stock repurchase program for up to $20.0 million, subject to a cap of 5,800,000 shares of common stock. The repurchase authorization has no time limit and does not require the repurchase of a minimum number of shares. The common stock may be repurchased on the open market, in block trades, or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Exchange Act. There have been no stock repurchases under this repurchase program for the three months ended March 31, 2024.

In determining whether or not to repurchase any shares of Acacia’s common stock, management considers such factors, among others, as market conditions, legal requirements, stock price, 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 its stock repurchase programs. The authorization to repurchase shares provides an opportunity to reduce the outstanding share count and enhance stockholder value.

Tax Benefits Preservation Charter Provision

The Company has a provision in its Amended and Restated Certificate of Incorporation, as amended (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. The purpose of the Charter Provision is to protect the Company’s ability to utilize potential tax assets, such as net operating loss carryforwards and tax credits to offset potential future taxable income.

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EQUITY-BASED INCENTIVE PLANS

3 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

EQUITY-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. The Plans allow grants of stock options, stock awards and restricted stock units with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. The 2013 Plan expired in May 2023, therefore, Acacia exclusively grants awards under the 2016 Plan. Except as noted below, the terms and provisions of the Plans are identical in all material respects.

Acacia’s compensation committee administers the Plans. The compensation committee determines which eligible individuals are to receive option grants, stock issuances or restricted stock units under the Plans, 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, stock issuance or restricted stock units and the maximum term for which any granted option is to remain outstanding. The exercise price of options is equal to the fair market value of Acacia’s common stock on the date of grant. Options generally begin to be exercisable one year after grant and expire ten years after grant. Stock options with time-based vesting generally vest over three years and restricted shares and restricted stock units with time-based vesting generally vest in full after one 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:

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 receiving RSAs under the 2016 Plan shall have full stockholder rights with respect to any shares of common stock issued to them under the Stock Issuance Program once those shares are vested, and under the 2013 Plan, had 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 was vested. Accordingly, once full stockholder rights are obtained, the eligible individuals shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

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 100% 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).

Discretionary Restricted Stock Unit Grant Program. Under the discretionary restricted stock unit program, Acacia's compensation committee may grant restricted stock units to eligible individuals, which vest upon the attainment of performance milestones or the completion of a specified period of service. During June 2023, Acacia's compensation committee adopted a long-term incentive program to incentivize and reward employees, including members of the Company's executive leadership team, for driving Acacia's performance over the longer-term and to align employees and shareholders. Under the long-term incentive program, Acacia's compensation committee granted RSUs subject to time-based vesting requirements and PSUs subject to performance-based vesting requirements to employees of the parent company, including the Company's Chief Executive Officer, interim Chief Financial Officer, Chief Administrative Officer and General Counsel. The grants are generally intended to cover two years of annual grants (fiscal years 2023 and 2024).

The number of shares of common stock initially reserved for issuance under the 2013 Plan was 4,750,000 shares. The 2013 Plan has expired, and while awards remain outstanding under the 2013 Plan, no new awards may be granted under the 2013 Plan. The stock issued, or issuable pursuant to still-outstanding awards, 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.

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, which were transferred into the 2016 Plan as of the effective date of the 2016 Plan. In May 2022, security holders approved an increase of 5,500,000 shares of common stock authorized to be issued pursuant to the 2016 Plan. At March 31, 2024, there were 1,457,214 shares available for grant under the 2016 Plan.

Upon the exercise of stock options, the granting of RSAs, or the delivery of shares pursuant to vested RSUs, it is Acacia’s policy to issue new shares of common stock. The Board may amend or modify the 2016 Plan at any time, subject to any required stockholder approval. As of March 31, 2024, there are 5,604,578 shares of common stock reserved for issuance under the 2016 Plan.

The following table summarizes stock option activity for the Plans:

	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
					(In thousands)
Outstanding at December 31, 2023	1,108,187		$	4.18	$	187	7.9 years
Granted	—		$	—	$	—
Exercised	—		$	—	$	—
Forfeited/Expired	(45,000)		$	5.40	$	—
Outstanding at March 31, 2024	1,063,187		$	4.12	$	1,369	7.9 years
Exercisable at March 31, 2024	556,481		$	4.16	$	711	7.7 years
Vested and expected to vest at March 31, 2024	1,063,187		$	4.12	$	1,369	7.9 years
Unrecognized stock-based compensation expense at March 31, 2024 (in thousands)	$	643
Weighted average remaining vesting period at March 31, 2024	1.7 years

During the three months ended March 31, 2024, there were no stock options granted. The aggregate fair value of options vested during the three months ended March 31, 2024 was $420,000.

The following table summarizes nonvested restricted stock activity for the Plans:

	RSAs				RSUs				PSUs
	Shares		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2023	193,665		$	3.87	1,408,491		$	4.31	1,981,464		$	4.61
Granted	—		$	—	—		$	—	—		$	—
Vested	(109,330)		$	4.06	(275,244)		$	4.10	—		$	—
Forfeited	—		$	—	(30,534)		$	3.93	—		$	—
Nonvested at March 31, 2024	84,335		$	3.63	1,102,713		$	4.38	1,981,464		$	4.61
Unrecognized stock-based compensation expense at March 31, 2024 (in thousands)	$	286			$	3,351			$	—
Weighted average remaining vesting period at March 31, 2024	0.9 years				1.9 years				zero years

During the three months ended March 31, 2024, there were no RSUs granted. The aggregate fair value of RSAs vested during the three months ended March 31, 2024 was $444,000. The aggregate fair value of RSUs vested during the three months ended March 31, 2024 was $1.1 million. During the three months ended March 31, 2024, RSAs and RSUs totaling 384,574 shares were vested and 148,766 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on the vesting date.

PSUs granted in 2023 can be earned based upon the level of achievement of the Company's compound annual growth rate of its adjusted book value per share, measured over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. The number of PSUs granted in 2023 that can be earned ranges from 0% to 200% of the target number of PSUs granted (up to a maximum of 750,000 shares of Acacia's common stock per recipient). Such number of PSUs that are ultimately earned and eligible to vest will generally become vested on the third anniversary of the grant date subject to continued employment through such date. The Company has not recorded any expense related to the PSUs based on the probability assessment performed as of March 31, 2024.

Compensation expense for share-based awards recognized in general and administrative expenses was comprised of the following:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Options	$	128	$	28
RSAs	106		209
RSUs	624		240
Total compensation expense for share-based awards	$	858	$	477

Total unrecognized stock-based compensation expense as of March 31, 2024 was $4.3 million, which will be amortized over a weighted average remaining vesting period of 1.8 years.

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INCOME/LOSS PER SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

INCOME/LOSS PER SHARE

INCOME/LOSS PER SHARE

The following table presents the calculation of basic and diluted income/loss per share of common stock:

	Three Months Ended March 31,
	2024		2023
	(In thousands, except share and per share data)
Numerator:
Net (loss) income attributable to Acacia Research Corporation	$	(186)	$	9,447
Dividend on Series A redeemable convertible preferred stock	—		(700)
Accretion of Series A redeemable convertible preferred stock	—		(1,554)
Undistributed earnings allocated to participating securities	—		(1,235)
Net (loss) income attributable to common stockholders - Basic	(186)		5,958
Add: Dividend on Series A redeemable convertible preferred   stock	—		700
Add: Accretion of Series A redeemable convertible preferred   stock	—		1,554
Less: Change in fair value of Series A redeemable    convertible preferred stock embedded derivative	—		(5,023)
Less: Change in fair value of dilutive Series B warrants	—		(11,628)
Add: Interest expense associated with Starboard Notes,    net of tax	—		708
Add: Undistributed earnings allocated to participating    securities	—		1,235
Net loss attributable to common stockholders - Diluted	$	(186)	$	(6,496)
Denominator:
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Basic	99,745,905		47,971,931
Potentially dilutive common shares:
Series A Redeemable Convertible Preferred Stock	—		9,589,041
Series B Warrants	—		31,506,849
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Diluted	99,745,905		89,067,821
Basic net income per common share	$	—	$	0.12
Diluted net loss per common share	$	—	$	(0.07)
Anti-dilutive potential common shares excluded from the    computation of diluted net income/loss per share:
Equity-based incentive awards	4,231,699		2,368,870
Total	4,231,699		2,368,870

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SEGMENT REPORTING

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

As of March 31, 2024, the Company operates and reports its results in three reportable segments: Intellectual Property Operations, Industrial Operations and Energy Operations.

The Company reports segment information based on the management approach and organizes its businesses based on products and services. The management approach designates the internal reporting used by the chief operating decision maker for decision making and performance assessment as the basis for determining the Company’s reportable segments. The performance measure of the Company’s reportable segments is primarily income or (loss) from operations. Income or (loss) from operations for each segment includes all revenues, cost of revenues, gross profit and other operating expenses directly attributable to the segment. Other than the Company's equity securities investments, specific asset information is not included in managements review at this time.

The Company’s Intellectual Property Operations segment invests in IP and related absolute return assets, and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program. When applicable, we share net licensing revenue with our patent partners as that program matures, on a prearranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue. Currently, on a consolidated basis, our 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 variety of industries. We generate revenues and related cash flows from the granting of IP rights for the use of patented technologies that our operating subsidiaries control or own.

The Company’s Industrial Operations segment generates operating income by designing and manufacturing printers and consumable products for various industrial printing applications. Printers consist of hardware and embedded software and may be sold with maintenance service agreements. Consumable products include inked ribbons which are used in Printronix’s printers. Printronix’s products are primarily sold through channel partners, such as dealers and distributors, to end-users.

The Company's Energy Operations segment generates operating income from its wells and engages in the acquisition, exploration, development, and production of oil and natural gas resources located in Roberts and Hemphill Counties in Texas. Benchmark seeks 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. The Energy Operations reporting segment did not exist prior to the acquisition of Benchmark in November 2023. As of and for the three months ended March 31, 2023, the consolidated results represented the results of the Company's two reporting segments: Intellectual Property Operations and Industrial Operations.

The Company's segment information is as follows:

	Three Months Ended March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues:
License fees	$	13,623	$	—	$	—	$	13,623
Printers and parts	—		3,065		—		3,065
Consumable products	—		5,013		—		5,013
Services	—		763		—		763
Oil sales	—		—		661		661
Natural gas sales	—		—		730		730
Natural gas liquids sales	—		—		465		465
Total revenues	13,623		8,841		1,856		24,320
Cost of revenues:
Inventor royalties	606		—		—		606
Contingent legal fees	1,824		—		—		1,824
Litigation and licensing expenses	1,138		—		—		1,138
Amortization of patents	3,433		—		—		3,433
Cost of sales	—		4,049		—		4,049
Cost of production	—		—		1,315		1,315
Total cost of revenues	7,001		4,049		1,315		12,365
Segment gross profit	6,622		4,792		541		11,955
Other operating expenses:
Engineering and development expenses	—		134		—		134
Sales and marketing expenses	—		1,555		—		1,555
Amortization of intangible assets	—		433		—		433
General and administrative expenses	3,340		1,458		385		5,183
Total other operating expenses	3,340		3,580		385		7,305
Segment operating income	$	3,282	$	1,212	$	156	4,650
Parent general and administrative expenses							6,737
Operating loss							(2,087)
Total other income							789
Loss before income taxes							$	(1,298)

	Three Months Ended March 31, 2023
	Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues:
License fees	$	4,176	$	—	$	4,176
Printers and parts	—		4,464		4,464
Consumable products	—		5,170		5,170
Services	—		993		993
Total revenues	4,176		10,627		14,803
Cost of revenues:
Inventor royalties	221		—		221
Contingent legal fees	532		—		532
Litigation and licensing expenses	1,384		—		1,384
Amortization of patents	2,601		—		2,601
Cost of sales	—		5,220		5,220
Total cost of revenues	4,738		5,220		9,958
Segment gross profit	(562)		5,407		4,845
Other operating expenses:
Engineering and development expenses	—		216		216
Sales and marketing expenses	—		1,913		1,913
Amortization of intangible assets	—		433		433
General and administrative expenses	1,897		2,285		4,182
Total other operating expenses	1,897		4,847		6,744
Segment operating (loss) income	$	(2,459)	$	560	(1,899)
Parent general and administrative expenses					7,425
Operating income loss					(9,324)
Total other income					21,254
Income before income taxes					$	11,930

	March 31, 2024		December 31, 2023
	(In thousands)
Equity securities investments:
Equity securities	$	22,918	$	63,068
Equity securities without readily determinable fair value	5,816		5,816
Equity method investments	30,934		30,934
Total parent equity securities investments	59,668		99,818
Other parent assets	261,185		218,909
Segment total assets:
Intellectual property operations	227,050		234,254
Industrial operations	48,863		47,854
Energy operations	34,959		32,710
Total assets	$	631,725	$	633,545

The Company's revenues and long-lived tangible assets by geographic area are presented below. Intellectual Property Operations revenues are attributed to licensees domiciled in foreign jurisdictions. Printronix's net sales to external customers are attributed to geographic areas based upon the final destination of products shipped. The Company, primarily through its Printronix subsidiary, has identified three global regions for marketing its products and services: Americas, Europe, Middle East and Africa, and Asia-Pacific. Assets are summarized based on the location of held assets. Benchmark's sales are only attributed to the United States of America.

	Three Months Ended March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	2,064	$	3,159	$	1,856	$	7,079
Canada and Latin America	1		266		—		267
Total Americas	2,065		3,425		1,856		7,346
Europe, Middle East and Africa	—		2,478		—		2,478
China	4,650		518		—		5,168
India	—		918		—		918
Asia-Pacific, excluding China and India	6,908		1,502		—		8,410
Total Asia-Pacific	11,558		2,938		—		14,496
Total revenues	$	13,623	$	8,841	$	1,856	$	24,320

	Three Months Ended March 31, 2023
	Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	673	$	4,234	$	4,907
Canada and Latin America	501		219		720
Total Americas	1,174		4,453		5,627
Europe, Middle East and Africa	—		2,965		2,965
China	3,000		843		3,843
India	—		828		828
Asia-Pacific, excluding China and India	2		1,538		1,540
Total Asia-Pacific	3,002		3,209		6,211
Total revenues	$	4,176	$	10,627	$	14,803

	March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	191	$	50	$	24,952	$	25,193
Malaysia	—		1,760		—		1,760
Other foreign countries	—		89		—		89
Total	$	191	$	1,899	$	24,952	$	27,042

	December 31, 2023
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	201	$	92	$	25,117	$	25,410
Malaysia	—		1,949		—		1,949
Other foreign countries	—		114		—		114
Total	$	201	$	2,155	$	25,117	$	27,473

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SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Description of Business

DESCRIPTION OF BUSINESS

Acacia Research Corporation (the “Company,” “Acacia,” “we,” “us,” or “our”) is focused on acquiring and managing companies across industries including but not limited to the industrial, energy, technology, and healthcare verticals. We focus on identifying, pursuing and acquiring businesses where we are uniquely positioned to deploy our differentiated strategy, people and processes to generate and compound shareholder value. We have a wide range of transactional and operational capabilities to realize the intrinsic value in the businesses that we acquire. Our ideal transactions include the acquisition of public or private companies, the acquisition of divisions of other companies, or structured transactions that can result in the recapitalization or restructuring of the ownership of a business to enhance value.

We are particularly attracted to complex situations where we believe value is not fully recognized, the value of certain operations are masked by a diversified business mix, or where private ownership has not invested the capital and/or resources necessary to support long-term value. Through our public market activities, we aim to initiate strategic block positions in public companies as a path to complete whole company acquisitions or strategic transactions that unlock value. We believe this business model is differentiated from private equity funds, which do not typically own public securities prior to acquiring companies, hedge funds, which do not typically acquire entire businesses, and other acquisition vehicles such as Special Purpose Acquisition Companies, which are narrowly focused on completing one singular, defining acquisition.

Our focus is companies with market values in the sub-$2 billion range and particularly on businesses valued at $1 billion or less. We are, however, opportunistic, and may pursue acquisitions that are larger under the right circumstance.

Relationship with Starboard Value, LP

Our strategic relationship with Starboard Value, LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value LP, “Starboard”), the Company's controlling shareholder, provides us access to industry expertise, and operating partners and industry experts to evaluate potential acquisition opportunities and enhance the oversight and value creation of such businesses once acquired. Starboard has provided, and we expect will continue to provide, ready access to its extensive network of industry executives and, as part of our relationship, Starboard has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate acquisition opportunities. Starboard beneficially owned 61,123,595 shares of common stock as of May 6, 2024, representing approximately 61.2% of the common stock based on 100,021,951 shares of common stock issued and outstanding as of such date. Refer to Note 9 for additional information.

Intellectual Property Operations – Patent Licensing, Enforcement and Technologies Business

The Company through its Patent Licensing, Enforcement and Technologies Business invests in intellectual property and related absolute return assets and engages in the licensing and enforcement of patented technologies. Through our Patent Licensing, Enforcement and Technologies Business, operated under our wholly owned subsidiary, Acacia Research Group, LLC, and its wholly-owned subsidiaries (collectively, “ARG”), we are a principal in the licensing and enforcement of patent portfolios, with our operating subsidiaries obtaining the rights in the patent portfolio or purchasing the patent portfolio outright. While we, from time to time, partner with inventors and patent owners, from small entities to large corporations, we assume all responsibility for advancing operational expenses while pursuing a patent licensing and enforcement program, and when applicable, share net licensing revenue with our patent partners as that program matures, on a pre-arranged and negotiated basis. We may also provide upfront capital to patent owners as an advance against future licensing revenue.

Currently, on a consolidated basis, our 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 variety of industries. ARG generates revenues and related cash flows from the granting of IP rights for the use of patented technologies that its operating subsidiaries control or own.

Our Patent Licensing, Enforcement and Technologies Business depends upon the identification and investment in new patents, inventions and companies that own IP through relationships with inventors, universities, research institutions, technology companies and others. If ARG’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 the three months ended March 31, 2024 and the year ended December 31, 2023, ARG did not obtain control of any new patent portfolios.

Industrial Operations

On October 7, 2021, we consummated our first operating company acquisition of Printronix Holding Corporation and subsidiaries (“Printronix”). We acquired all of the outstanding stock of Printronix, for a cash purchase price of approximately $37.0 million, which included an initial $33.0 million cash payment and a $4.0 million working capital adjustment. Printronix is a leading manufacturer and distributor of industrial impact printers, also known as line matrix printers, and related consumables and services. The Printronix business serves a diverse group of customers that operate across healthcare, food and beverage, manufacturing and logistics, and other sectors. This mature technology is known for its ability to operate in hazardous environments. Printronix has a manufacturing site located in Malaysia and third-party configuration sites located in the United States, Singapore and Holland, along with sales and support locations around the world to support its global network of users, channel partners and strategic alliances. This acquisition was made at what we believe to be an attractive purchase price, and we are now supporting existing management in its initiative to reduce costs and operate more efficiently and in its execution of strategic partnerships to generate growth.

Energy Operations Acquisition

In November 13, 2023, we invested $10.0 million to acquire a 50.4% equity interest in Benchmark Energy II, LLC ("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. Benchmark is run by an experienced management team led by Chief Executive Officer Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy, Inc. Prior to the Transaction (as defined below), Benchmark’s assets consisted of over 13,000 net acres primarily located in Roberts and Hemphill Counties in Texas, and an interest in over 125 wells, the majority of which are operated. Benchmark seeks 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 Company's consolidated financial statements include Benchmark's consolidated operations from November 13, 2023 through March 31, 2024.

On April 17, 2024, Benchmark consummated the previously announced transactions contemplated in the Purchase and Sale Agreement (the "Purchase Agreement"), dated February 16, 2024, by and among Benchmark and Revolution Resources II, LLC, Revolution II NPI Holding Company, LLC, Jones Energy, LLC, Nosley Assets, LLC, Nosley Acquisition, LLC, and Nosley Midstream, LLC (collectively, “Revolution”).

Pursuant to the Purchase Agreement, Benchmark acquired certain upstream assets and related facilities in Texas and Oklahoma, including approximately 140,000 net acres and an interest in approximately 470 operated producing wells (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the “Transaction”) for a purchase price of $145 million in cash (the “Purchase Price”), subject to customary post-closing adjustments. The Company’s contribution to Benchmark to fund its portion of the Purchase Price and related fees was $59.9 million, which was funded from cash on hand. The remainder of the Purchase Price was funded by a combination of borrowings under the Revolving Credit Facility (as defined below) and a cash contribution of $15.25 million from other investors in Benchmark, including McArron Partners. Following closing, the Company’s interest in Benchmark is approximately 73.5%. Refer to Note 2 for additional information regarding the Revolving Credit Facility.

Accounting Principles

Accounting Principles

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 and Basis of Presentation

Principles of Consolidation

The consolidated financial statements include the accounts of Acacia and its wholly and majority-owned and controlled subsidiaries. All 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 Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Stockholders’ Equity for noncontrolling interests activity.

In 2020, in connection with the transaction with Link Fund Solutions Limited, which is more fully described in Note 3, the Company acquired equity securities of Malin J1 Limited (“MalinJ1”). MalinJ1 is included in the Company’s consolidated financial statements because the Company, through its interest in the equity securities of MalinJ1, has the ability to control the operations and activities of MalinJ1. Viamet HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Acacia, is the majority shareholder of MalinJ1.

The Company holds a variable interest in Benchmark as the Company is obligated to absorb the loss and has the right to receive the benefit from Benchmark after the acquisition date and therefore, Benchmark is considered a variable interest entity ("VIE"). We determined that we have the power to direct the activities that most significantly impact Benchmark's economic performance and we (i) are obligated to absorb the losses that could be significant to Benchmark or (ii) hold the right to receive benefits from Benchmark that could potentially be significant to it.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures required by U.S. GAAP in annual financial statements have been omitted or condensed in accordance with quarterly reporting requirements of the Securities and Exchange Commission (“SEC”). These interim unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2023, as reported by Acacia in its 2023 Annual Report, as well as in our other public filings with the SEC. The condensed consolidated interim financial statements of Acacia include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of Acacia's consolidated financial position as of March 31, 2024, and results of operations and its cash flows for the interim periods presented. The consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year.

Revenue Recognition

Revenue Recognition

Intellectual Property Operations

ARG's revenue is recognized upon transfer of control (i.e., by the granting) of promised bundled IP Rights and other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive in exchange for those IP Rights. Revenue contracts that provide promises to grant the right to use IP Rights as they exist at the point in time at which the IP Rights are granted, are accounted for as performance obligations satisfied at a point in time and revenue is recognized at the point in time that the applicable performance obligations are satisfied and all other revenue recognition criteria have been met.

For the periods presented, revenue contracts executed by ARG primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration for the grant of certain IP Rights for patented technologies owned or controlled by ARG. Revenues also included license fees from sales-based revenue contracts, the majority of which were originally executed in prior periods, which provide for the payment of quarterly license fees based on quarterly sales of applicable product units by licensees (“Recurring License Revenue Agreements”). Revenues may also include court ordered settlements or awards related to our patent portfolio or sales of our patent portfolio. IP Rights granted included the following, as applicable: (i) the grant of a non-exclusive, future license to manufacture and/or sell products covered by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The IP Rights granted were generally perpetual in nature, extending until the legal expiration date of the related patents. The individual IP Rights are not accounted for as separate performance obligations,

as (i) the nature of the promise, within the context of the contract, is to grant combined items to which the promised IP Rights are inputs and (ii) the Company's promise to grant each individual IP right described above to the customer is not separately identifiable from other promises to grant IP Rights in the contract.

Since the promised IP Rights are not individually distinct, ARG combined each individual IP Right in the contract into a bundle of IP Rights that is distinct, and accounted for all of the IP Rights promised in the contract as a single performance obligation. The IP Rights granted were “functional IP rights” that have significant standalone functionality. ARG’s subsequent activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee has rights. ARG’s operating subsidiaries have no further obligation with respect to the grant of IP Rights, including no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the contract. Licensees legally obtain control of the IP Rights upon execution of the contract. As such, the earnings process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue recognition criteria have been met. Revenue contracts generally provide for payment of contractual amounts within 15-90 days of execution of the contract, or the end of the quarter in which the sale or usage occurs for Recurring License Revenue Agreements. Contractual payments made by licensees are generally non-refundable.

For sales-based royalties from Recurring License Revenue Agreements, ARG includes 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. Notwithstanding, revenue is recognized for a sales-based royalty promised in exchange for a license of IP Rights when the later of (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied. Estimates are generally based on historical levels of activity, if available.

Revenues from contracts with significant financing components (either explicit or implicit) are recognized at an amount that reflects the price that a licensee would have paid if the licensee had paid cash for the IP Rights when they are granted to the licensee. In determining the transaction price, ARG adjusts the promised amount of consideration for the effects of the time value of money. As a practical expedient, ARG does not adjust the promised amount of consideration for the effects of a significant financing component if ARG expects, at contract inception, that the period between when the entity grants promised IP Rights to a customer and when the customer pays for the IP Rights will be one year or less.

In general, ARG is required to make certain judgments and estimates in connection with the accounting for revenue contracts with customers. 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-based royalties.

License revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Paid-up license revenue agreements	$	12,365	$	3,900
Recurring License Revenue Agreements	1,258		276
Total	$	13,623	$	4,176

Industrial Operations

Printronix recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine the transaction price, Printronix estimates the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to a customer. Elements of variable consideration are estimated at the time of sale which primarily include product rights of return, rebates, price protection and other incentives that occur under established sales programs. These estimates are developed using the expected value or the most likely amount method and are reviewed and updated,

as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal recognized will not occur in future periods. The provision for returns and sales allowances is determined by an analysis of the historical rate of returns and sales allowances over recent quarters, and adjusted to reflect management’s future expectations.

Printronix enters into contract arrangements that may include various combinations of tangible products (which include printers, consumables and parts) and services, which are generally capable of being distinct and accounted for as separate performance obligations. Printronix evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation. This evaluation requires judgement, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period. Printronix deems performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (i.e. capable of being distinct) and if the transfer of products or services is separately identifiable from other promises in the contract (i.e. distinct within the context of the contract).

For contract arrangements that include multiple performance obligations, Printronix allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and standard software while standalone selling prices for repair and maintenance services are developed with an expected cost-plus margin or residual approach. Regional pricing, marketing strategies and business practices are evaluated to derive the estimated standalone selling price using a cost-plus margin methodology.

Printronix recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes consideration of the following: (i) the customer simultaneously receives and consumes the benefits provided as Printronix performs its promises, (ii) the performance creates or enhances an asset that is under control of the customer, (iii) the performance does not create an asset with an alternative use to Printronix, and (iv) Printronix has an enforceable right to payment for its performance completed to date.

Revenues for products are generally recognized upon shipment, whereas revenues for services are generally recognized over time, assuming all other criteria for revenue recognition have been met. As a practical expedient, incremental costs of obtaining a contract are expensed as incurred when the expected amortization period is one year or less. Service revenue commissions are tied to the revenue recognized during the current year of the related sale. All taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue.

Printronix offers printer-maintenance services through service agreements that customers may purchase separately from the printer. These agreements commence upon expiration of the standard warranty period. Printronix provides the point-of-customer-contact, dispatches calls and sells the parts used for printer repairs to service providers. Printronix contracts third parties to perform the on-site repair services at the time of sale which covers the period of service at a set amount. The maintenance service agreements are separately priced at a stand-alone value. For those transactions in which maintenance service agreements are purchased concurrently with the purchase of printers, the revenue is deferred based on the selling price, which approximates the stand-alone value for separately sold maintenance services agreements. Revenue from maintenance service contracts are recognized on a straight-line basis over the period of each individual contract, which is consistent with the pattern in which the benefit is consumed by the customer.

Printronix's net revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Printers, consumables and parts	$	8,078	$	9,634
Services	763		993
Total	$	8,841	$	10,627

Refer to Note 16 for additional information regarding net sales to customers by geographic region.

Deferred revenue in the consolidated balance sheets represents a contract liability under Accounting Standards Codification (“ASC”) 606 and consists of payments and billings in advance of the performance. Printronix recognized approximately $578,000 and $542,000 in revenue that was previously included in the beginning balance of deferred revenue during the three months ended March 31, 2024 and 2023, respectively.

Printronix's payment terms vary by the type and location of its customers and the products, solutions or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, Printronix has determined that its contracts do not include a significant financing component.

Printronix's remaining performance obligations, following the transfer of products to customers, primarily relate to repair and support services. The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year included in deferred revenue was $470,000 and $567,000 as of March 31, 2024 and December 31, 2023, respectively. Printronix adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. On average, remaining performance obligations as of March 31, 2024 are expected to be recognized over a period of approximately two years.

Energy Operations

Benchmark recognizes revenues from sales of oil and natural gas products upon transfer of control of the product to the customer. Benchmark's contracts' pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil and natural gas products and prevailing supply and demand conditions. As a result, the price of the oil and natural gas fluctuates to remain competitive with other available oil and natural gas supplies. To the extent actual volumes and prices of oil and natural gas products are unavailable at the time of reporting, Benchmark will estimate the amounts. Benchmark records the differences between such estimates and actual amounts of oil and natural gas sales in the following month upon receipt of payment from the customer and any differences have historically been insignificant.

Benchmark sells oil production to customers at the wellhead or other contractually agreed upon delivery locations. Revenue is recognized when control transfers to the customer upon delivery to the contractually agreed delivery point, at which time the customer takes custody, title, and risk of loss of the product. Revenue is recorded based on contract pricing terms which reflect prevailing market prices, net of pricing differentials. Oil revenue is recognized during the month in which control transfers to the customer, and it is probable Benchmark will collect the consideration it is entitled to receive.

Benchmark's natural gas and natural gas liquids are sold to midstream customers at the lease location, inlet of the midstream entity’s gathering system, the tailgate of a natural gas processing plant, or other contractual delivery point. The midstream entity gathers, processes, and remits proceeds to Benchmark for the resulting sale of natural gas and natural gas liquids, and generally includes a reduction for contractual fees and for percent of proceeds. For the contracts where Benchmark maintains control through the outlet of the midstream processing facility, Benchmark recognizes revenue on a gross basis, with gathering, transportation, and processing fees presented as an expense on the consolidated statements of operations. Alternatively, where Benchmark relinquishes control at the inlet of the midstream processing facility, Benchmark recognizes natural gas and natural gas liquids revenues based on the net amount of the proceeds received from the midstream processing entity as customer.

Benchmark's proportionate share of production from non-operated properties is generally marketed at the discretion of the operators with Benchmark receiving a net payment from the operator representing Benchmark's proportionate share of sales proceeds, which is net of costs incurred by the operator, if any. Such non-operated revenues are recognized at the net amount of proceeds to be received by Benchmark during the month in which production occurs, and it is probable Benchmark will collect the consideration it is entitled to receive. Proceeds are generally received by Benchmark within two to three months after the month in which production occurs.

Benchmark's revenue were comprised of the following:

	Three Months Ended March 31,
	2024
	(In thousands)
Oil sales	$	661
Natural gas sales	730
Natural gas liquids sales	465
Total	$	1,856

Impairment of Investments

Impairment of Investments

Acacia reviews its 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.

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable and Allowance for Credit Losses

Intellectual Property Operations

ARG 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 credit losses 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 sheets and a charge to general and administrative expenses in the consolidated 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 credit losses established as of March 31, 2024 and December 31, 2023.

Industrial Operations

Printronix's accounts receivable are recorded at the invoiced amount and do not bear interest. Printronix performs initial and periodic credit evaluations on customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness. The allowance for credit losses is determined by evaluating individual customer receivables, based on contractual terms, reviewing the financial condition of customers, and from the historical experience of write-offs. Receivable losses are charged against the allowance when management believes the account has become uncollectible. Subsequent recoveries, if any, are credited to the allowance. As of March 31, 2024 and December 31, 2023, Printronix's combined allowance for credit losses and allowance for sales returns was $66,000 and $56,000, respectively.

Energy Operations

Benchmark's oil and gas accounts receivable consist of crude oil, natural gas and natural gas liquids sales proceeds receivable from purchasers. Accounts receivable – joint interest owners consist of amounts due from joint interest partners for operating costs. Benchmark's accounts receivable are recorded at the invoiced amount and do not bear interest. An allowance for credit losses may be established to reflect management's best estimate of probable losses inherent in the accounts receivable balance, and is reflected as a contra-asset account on the balance sheets and a charge to general and administrative expenses in the consolidated statements of operations for the applicable period. The allowance is determined by evaluating individual customer receivables based on known troubled accounts, historical experience, and other currently available evidence. As of March 31, 2024 and December 31, 2023, Benchmark's allowance for credit losses was $100,000 and zero, respectively.

Oil and Natural Gas Properties

Oil and Natural Gas Properties

Benchmark follows the successful efforts method of accounting for oil and natural gas producing activities. Costs to acquire oil and gas product leaseholds, to drill and equip exploratory wells that find proved reserves, to drill and equip development wells and related asset retirement costs are capitalized. Costs to drill exploratory wells are capitalized pending determination of whether the wells have found proved reserves. If Benchmark determines that the wells do not find proved reserves, the costs are charged to expense. At March 31, 2024, Benchmark had no capitalized exploratory costs that were pending determination of economic reserves. Geological and geophysical costs, including seismic studies and costs of carrying and retaining unproved properties, are charged to expense as incurred. On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depletion and depreciation are eliminated from the property accounts, and the resulting gain or loss is recognized. On the sale of a partial unit of proved property, the amount received is treated as a reduction of the cost of the interest retained. Capitalized costs of proved oil and natural gas properties are depleted based on the unit-of-production method over total estimated proved reserves, and capitalized costs of wells and related equipment and facilities are depreciated based on the unit-of-production method over the estimated proved developed reserves.

Capitalized costs related to proved oil, natural gas properties, including wells and related equipment and facilities, are evaluated for impairment based on an analysis of undiscounted future net cash flows. If undiscounted cash flows are insufficient to recover the net capitalized costs related to proved properties, then an impairment charge is recognized in income from operations equal to the difference between the net capitalized costs related to proved properties and their estimated fair values based on the present value of the related future net cash flows. Refer to Note 6 for additional information.

Goodwill

Goodwill

Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. We evaluate goodwill for impairment annually in the fourth quarter and on an interim basis if the facts and circumstances lead us to believe that more-likely-than-not there has been an impairment. When evaluating goodwill for impairment, we estimate the fair value of the reporting unit. Several methods may be used to estimate a reporting unit’s fair value, including, but not limited to, discounted projected future net earnings or net cash flows and multiples of earnings. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Refer to Note 7 for additional information.

Leases

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. The Company’s leases primarily consist of facility leases which are classified as operating leases. Lease expense is recognized on a straight-line basis over the lease term.

As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Refer to Note 12 for additional information.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

ARG's patents include the cost of patents or patent rights acquired from third-parties or obtained in connection with business combinations. ARG's patent costs are amortized utilizing the straight-line method over their estimated useful lives, ranging from two to five years. Refer to Note 7 for additional information.

Printronix's intangible assets consist of trade names and trademarks, patents and customer and distributor relationships. These definite-lived intangible assets, at the time of acquisition, are recorded at fair value and are stated net of accumulated amortization. Printronix currently amortizes the definite-lived intangible assets on a straight-line basis over their estimated useful lives of seven years. Refer to Note 7 for additional information.

The Company reviews long-lived assets, patents and other intangible assets for potential impairment annually 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 in an amount 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. Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over their 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.

Revolving Credit Facility

Revolving Credit Facility

Credit Agreement

On September 16, 2022, Benchmark entered into a credit agreement (the "Credit Agreement") for a revolving credit facility (the "Revolver") and a term loan with a bank. The Revolver had an initial borrowing base of $25 million and $75 million maximum borrowing capacity. The Revolver matures on September 16, 2025. The availability under the Credit Agreement is subject to the borrowing base, which is redetermined on April 1 and October 1 of each year. During 2023, the borrowing base was reduced to $17.5 million and payment was made, which further reduced the borrowing base to $10.5 million. During the three months ended March 31, 2024, the borrowing base increased by $2.5 million. As of March 31, 2024 and December 31, 2023 the outstanding balance on the Revolver was $13.0 million and $10.5 million, respectively. Additionally, Benchmark initially borrowed $3.5 million under the related term loan, which was paid in full during 2023. Benchmark’s outstanding balance on the term loan was zero as of March 31, 2024 and December 31, 2023.

In general, the borrowings under the Revolver bear interest at either the Alternate Base Rate or Secured Overnight Financing Rate (each as defined in the Credit Agreement). Either rate is adjusted upward by an applicable margin based on Benchmark's percentage of utilization of the Revolver. As of March 31, 2024, the interest rate associated with the outstanding borrowings was 11% for the Revolver.

The Revolver contains customary financial and non-financial covenants, the most restrictive of which are (i) current assets to current liabilities of not less than 1.0 to 1.0 and (ii) total debt to EBITDAX (as defined in the Credit Agreement) of not greater than 3.5 to 1.0 for the rolling periods as defined in the Credit Agreement. As of March 31, 2024, Benchmark was in compliance with these financial covenants related to the Revolver.

Loan Agreement

On April 17, 2024 (the "Closing Date"), in connection with the Transaction, BE Anadarko II, LLC, a subsidiary of Benchmark, entered into a Loan Agreement (the "Loan Agreement") with lenders from time to time party thereto (the "Lenders"), governing a new revolving credit facility (the "Revolving Credit Facility"), with a maximum aggregate credit amount of $150 million, of which approximately $85 million was available at the Closing Date, that Benchmark may draw upon from time to time subject to the terms and conditions set forth in the Loan Agreement. The Revolving Credit Facility will mature three years from the Closing Date and includes a letter of credit subfacility. On the Closing Date, $82.7 million,

including $660,000 related to letters of credit, was drawn under the Revolving Credit Facility. Benchmark pledged substantially all of its oil and gas properties and other assets as collateral to secure amounts outstanding under the Loan Agreement.

Borrowings under the Revolving Credit Facility will bear interest at a rate per annum equal to the “Adjusted Term SOFR Margin Rate” (as defined in the Loan Agreement) plus a margin of 3.00% to 4.00%. The applicable margin will be determined based on a monthly utilization percentage, and the availability will be determined by reference to a borrowing base calculation. Unused commitments under the Revolving Credit Facility are subject to a commitment fee 0.5 percent payable on a quarterly basis.

The Loan Agreement contains customary covenants with respect to BE Anadarko and its subsidiaries, including, among others, limitations on indebtedness, liens, mergers, issuances of disqualified capital stock, dispositions, payment of dividends, investments and new businesses, amendments of organizational documents and other material contracts, hedging contracts, sale and lease back transactions and transactions with affiliates. In addition, the Loan Agreement contains covenants that require BE Anadarko to maintain certain financial ratios related to its consolidated current assets and leverage. The Loan Agreement also contains certain events of default, including, among others, nonpayment, inaccuracy of representations and warranties, violation of covenants, cross-default to other indebtedness, bankruptcy, material judgments, or a change of control. Upon the occurrence of an event of default, the Lenders may terminate the commitments under the Loan Agreement and declare all loans due and payable.

Treasury Stock

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 in the consolidated balance sheets.

Engineering and Development

Engineering and Development

Engineering and development costs are expensed as incurred and consist of labor, supplies, consulting and other costs related to developing and improving Printronix's products.

Stock-Based Compensation

Stock-Based Compensation

The compensation cost for all time-based 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 currently one to four years. Compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The fair value of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance based stock awards (“PSUs”) are 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. Forfeitures are accounted for as they occur.

Foreign Currency Gains and Losses

Foreign Currency Gains and Losses

In connection with our Printronix business, the U.S. dollar is the functional currency for all of the foreign subsidiaries. Transactions that are recorded in currencies other than the U.S. dollar may result in transaction gains or losses at the end of the reporting period and when trade receipts and payments occur. For these subsidiaries, the assets and liabilities have been re-measured at the end of the period for changes in exchange rates, except inventories and property, plant and equipment, which have been remeasured at historical average rates. The consolidated statements of operations have been reevaluated at average rates of exchange for the reporting period, except cost of sales and depreciation, which have been reevaluated at historical rates. Although Acacia historically has not had material foreign operations, Acacia is exposed to fluctuations in foreign currency exchange rates between the U.S. dollar, and the British Pound and Euro currency exchange rates, primarily related to foreign cash accounts, a note receivable and certain equity security investments. All foreign currency exchange activity is recorded in the 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. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made.

Under U.S. GAAP, 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.

The provision for income taxes for interim periods is determined using an estimate of Acacia's annual effective rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, Acacia updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded.

Our income tax benefit for the three months ended March 31, 2024 is primarily attributable to recognizing a benefit for losses incurred year-to-date offset by foreign withholding taxes. Our income tax expense for the three months ended March 31, 2023 is primarily attributable to foreign taxes withheld and foreign and state income taxes.

The Company's effective tax rates were 85% and 20% for the three months ended March 31, 2024 and 2023, respectively. Our 2024 effective tax rate in the period was higher than the U.S. federal statutory rate primarily due to dividends received deduction offset by foreign withholding taxes which we could not recognize as a foreign tax credit. Our 2023 effective tax rate in the period was lower than the U.S. federal statutory rate primarily due to expiration of foreign tax credits, changes in valuation allowance, as well as non-deductible items. The effective tax rate may be subject to fluctuations during the year as new information is obtained which may affect the assumptions used to estimate the effective tax rate, including factors such as expected utilization of net operating loss carryforwards, changes in or the interpretation of tax laws in jurisdictions where the Company conducts business, the Company’s expansion into new states or foreign countries, and the amount of valuation allowances against deferred tax assets. The Company has recorded a partial valuation allowance against our net deferred tax assets as of March 31, 2024 and December 31, 2023. These assets primarily consist of foreign tax credits and state net operating loss carryforwards.

At March 31, 2024 and December 31, 2023, the Company had total unrecognized tax benefits of approximately $757,000. At March 31, 2024 and December 31, 2023, $757,000 of unrecognized tax benefits were recorded in other long-term liabilities. No interest and penalties have been recorded for the unrecognized tax benefits for the periods presented. At March 31, 2024, if recognized, $757,000 of tax benefits would impact the Company’s effective tax rate subject to valuation allowance. The Company does not expect that the liability for unrecognized benefits will change significantly within the next 12 months. Acacia recognizes interest and penalties with respect to unrecognized tax benefits in income tax expense (benefit). 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.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted

There have been no recent accounting pronouncements adopted by the Company which would have a material impact on the Company's financial statements.

Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures”, which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15,

2023 and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures," which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities on an annual basis (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires that entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. Management is currently evaluating the impact that the amendments in this update may have on the Company's consolidated financial statements.

Fair Value Measurement

Equity Securities. Equity securities includes investments in public company common stock and are recorded at fair value based on the quoted market price of each share on the valuation date. The fair value of these securities are within Level 1 of the valuation hierarchy. Equity investments that do not have regular market pricing, but for which fair value can be determined based on other data values or market prices, are recorded at fair value within Level 2 of the valuation hierarchy. The Company has elected to apply the fair value method to one equity securities investment that would otherwise be accounted for under the equity method of accounting. On November 1, 2023, the Company, through a wholly owned subsidiary, entered into the Arix Shares Purchase Agreement with RTW Bio to sell its shares of Arix to RTW Bio for a purchase price of $57.1 million in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP). On January 19, 2024, the Company completed such sale for $57.1 million. As a result, as of March 31, 2024, the aggregate carrying amount of this investment was zero, and was included in equity securities, in the consolidated balance sheet (refer to Note 3 for additional information).

Series B Warrants. Series B Warrants are recorded at fair value, using a Black-Scholes option-pricing model (Level 3). On October 28, 2022, the cash exercise feature of the Unadjusted Series B Warrants expired, which resulted in a fair value of zero for such warrants (refer to Note 9 for additional information). The fair value of the remaining Series B Warrants as of July 13, 2023 was estimated based on the following significant assumptions: volatility of 120 percent, risk-free rate of 5.24 percent, term of 0.04 years and a dividend yield of 0 percent. On July 13, 2023, further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, the remaining Series B Warrants were exercised,

which also resulted in a fair value of zero as of December 31, 2023 (refer to Note 9 for additional information). As of March 31, 2024, no Series B warrants were issued or outstanding. Refer to the "Embedded derivative liabilities" discussion below for additional information on assumptions.

Embedded derivative liabilities. Embedded derivatives that are required to be bifurcated from their host contract are evaluated and valued separately from the host instrument. During the quarter ended December 31, 2022 in connection with the Recapitalization Agreement, the Company changed its methodology from a binomial lattice framework to an as-converted value (Level 3), based on an expected Series A Redeemable Convertible Preferred Stock conversion date on or prior to July 14, 2023 (refer to Note 9 for additional information).

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Disaggregation of Revenue

License revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Paid-up license revenue agreements	$	12,365	$	3,900
Recurring License Revenue Agreements	1,258		276
Total	$	13,623	$	4,176

Printronix's net revenues were comprised of the following for the periods presented:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Printers, consumables and parts	$	8,078	$	9,634
Services	763		993
Total	$	8,841	$	10,627

Benchmark's revenue were comprised of the following:

	Three Months Ended March 31,
	2024
	(In thousands)
Oil sales	$	661
Natural gas sales	730
Natural gas liquids sales	465
Total	$	1,856

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EQUITY SECURITIES PORTFOLIO INVESTMENT (Tables)

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Unrealized Gain (Loss) on Investments

Equity securities for the periods presented were comprised of the following:

Security Type	Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(In thousands)
March 31, 2024:
Equity securities - other common stock	$	19,971	$	2,966	$	(19)	$	22,918
Total	$	19,971	$	2,966	$	(19)	$	22,918
December 31, 2023:
Equity securities - Life Sciences Portfolio	$	28,498	$	28,600	$	(20)	$	57,078
Equity securities - other common stock	4,925		1,080		(15)		5,990
Total	$	33,423	$	29,680	$	(35)	$	63,068

The following unrealized and realized gains or losses from our investment in the Life Sciences Portfolio are recorded in the change in fair value of equity securities and gain or loss on sale of equity securities, respectively, in the consolidated statements of operations:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Change in fair value of equity securities of public    companies	$	(28,581)	$	577
Gain on sale of equity securities of public    companies	28,581		—
Net realized and unrealized gain	$	—	$	577

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INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Printronix's inventories consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Raw materials	$	3,404	$	3,961
Subassemblies and work in process	1,533		1,882
Finished goods	5,447		5,578
	10,384		11,421
Inventory reserves	(504)		(500)
Total inventories	$	9,880	$	10,921

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PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment, net consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Machinery and equipment	$	3,038	$	3,035
Furniture and fixtures	395		395
Computer hardware and software	277		312
Leasehold improvements	1,018		1,018
	4,728		4,760
Accumulated depreciation and amortization	(2,638)		(2,404)
Property, plant and equipment, net	$	2,090	$	2,356

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OIL AND NATURAL GAS PROPERTIES, NET (Tables)

3 Months Ended

Mar. 31, 2024

Extractive Industries [Abstract]

Summary of Oil and Natural Gas Properties, Net

Benchmark's oil and natural gas properties consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Total proved properties costs	$	25,533	$	25,276
Accumulated depletion and depreciation	(581)		(159)
Oil and natural gas properties, net	$	24,952	$	25,117

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill consisted of the following:

	March 31, 2024
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	1,449	$	8,990
Acquisition of business	—		—		—
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

	December 31, 2023
	Industrial Operations		Energy Operations		Total
	(In thousands)
Beginning balance	$	7,541	$	—	$	7,541
Acquisition of business	—		1,449		1,449
Impairment losses	—		—		—
Ending balance	$	7,541	$	1,449	$	8,990

Schedule of Finite-Lived Intangible Assets

Other intangible assets, net consisted of the following:

	March 31, 2024
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	341,403	$	(319,547)	$	21,856
Industrial operations	7 years	3,400		(1,203)		2,197
Total patents		344,803		(320,750)		24,053
Customer relationships - industrial operations	7 years	5,300		(1,878)		3,422
Trade name and trademarks - industrial operations	7 years	3,430		(1,215)		2,215
Total		$	353,533	$	(323,843)	$	29,690

	December 31, 2023
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(In thousands)
Patents:
Intellectual property operations	6 years	$	341,403	$	(316,114)	$	25,289
Industrial operations	7 years	3,400		(1,083)		2,317
Total patents		344,803		(317,197)		27,606
Customer relationships - industrial operations	7 years	5,300		(1,689)		3,611
Trade name and trademarks - industrial operations	7 years	3,430		(1,091)		2,339
Total		$	353,533	$	(319,977)	$	33,556

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table presents the scheduled annual aggregate amortization expense (in thousands):

Years Ending December 31,
Remainder of 2024	$	10,964
2025	12,485
2026	3,173
2027	1,734
2028	1,334
Total	$	29,690

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:

	March 31, 2024		December 31, 2023
	(In thousands)
Accrued consulting and other professional fees	$	832	$	1,595
Income taxes payable	1,313		619
Product warranty liability, current	27		30
Service contract costs, current	168		169
Short-term lease liability	1,094		1,248
Accrued patent cost (see Note 7)	—		4,000
Other accrued liabilities	556		744
Total	$	3,990	$	8,405

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
March 31, 2024:
Equity securities	$	22,918	$	—	$	—	$	22,918
Commodity derivative instruments	—		2,094		—		2,094
Total	$	22,918	$	2,094	$	—	$	25,012
December 31, 2023:
Equity securities	$	63,068	$	—	$	—	$	63,068
Commodity derivative instruments	—		2,723		—		2,723
Total	$	63,068	$	2,723	$	—	$	65,791

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which were measured at fair value on a recurring basis. There are no Level 3 liabilities as of March 31, 2024. The changes in the estimated fair value of the Company's Level 3 liabilities as of March 31, 2023 were as follows:

	Series A Embedded Derivative Liabilities		Series B Warrant Liabilities		Total
	(In thousands)
Balance at December 31, 2022	$	16,835	$	84,780	$	101,615
Remeasurement to fair value	(5,023)		(11,628)		(16,651)
Balance at March 31, 2023	11,812		73,152		84,964

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Lessee, Operating Lease, Liability, Maturity

The table below presents aggregate future minimum lease payments due under the Company's leases discussed above, reconciled to long-term lease liabilities and short-term lease liabilities (included in accrued expenses and other current liabilities) included in the consolidated balance sheet as of March 31, 2024 (in thousands):

Years Ending December 31,
Remainder of 2024	$	825
2025	924
2026	579
2027	243
Total minimum payments	2,571
Less: short-term lease liabilities	(1,094)
Long-term lease liabilities	$	1,477

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EQUITY-BASED INCENTIVE PLANS (Tables)

3 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Share-based Payment Arrangement, Option, Activity

The following table summarizes stock option activity for the Plans:

	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
					(In thousands)
Outstanding at December 31, 2023	1,108,187		$	4.18	$	187	7.9 years
Granted	—		$	—	$	—
Exercised	—		$	—	$	—
Forfeited/Expired	(45,000)		$	5.40	$	—
Outstanding at March 31, 2024	1,063,187		$	4.12	$	1,369	7.9 years
Exercisable at March 31, 2024	556,481		$	4.16	$	711	7.7 years
Vested and expected to vest at March 31, 2024	1,063,187		$	4.12	$	1,369	7.9 years
Unrecognized stock-based compensation expense at March 31, 2024 (in thousands)	$	643
Weighted average remaining vesting period at March 31, 2024	1.7 years

Schedule of Nonvested Restricted Stock Units Activity

The following table summarizes nonvested restricted stock activity for the Plans:

	RSAs				RSUs				PSUs
	Shares		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2023	193,665		$	3.87	1,408,491		$	4.31	1,981,464		$	4.61
Granted	—		$	—	—		$	—	—		$	—
Vested	(109,330)		$	4.06	(275,244)		$	4.10	—		$	—
Forfeited	—		$	—	(30,534)		$	3.93	—		$	—
Nonvested at March 31, 2024	84,335		$	3.63	1,102,713		$	4.38	1,981,464		$	4.61
Unrecognized stock-based compensation expense at March 31, 2024 (in thousands)	$	286			$	3,351			$	—
Weighted average remaining vesting period at March 31, 2024	0.9 years				1.9 years				zero years

Share-based Payment Arrangement, Cost by Plan

Compensation expense for share-based awards recognized in general and administrative expenses was comprised of the following:

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Options	$	128	$	28
RSAs	106		209
RSUs	624		240
Total compensation expense for share-based awards	$	858	$	477

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INCOME/LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the calculation of basic and diluted income/loss per share of common stock:

	Three Months Ended March 31,
	2024		2023
	(In thousands, except share and per share data)
Numerator:
Net (loss) income attributable to Acacia Research Corporation	$	(186)	$	9,447
Dividend on Series A redeemable convertible preferred stock	—		(700)
Accretion of Series A redeemable convertible preferred stock	—		(1,554)
Undistributed earnings allocated to participating securities	—		(1,235)
Net (loss) income attributable to common stockholders - Basic	(186)		5,958
Add: Dividend on Series A redeemable convertible preferred   stock	—		700
Add: Accretion of Series A redeemable convertible preferred   stock	—		1,554
Less: Change in fair value of Series A redeemable    convertible preferred stock embedded derivative	—		(5,023)
Less: Change in fair value of dilutive Series B warrants	—		(11,628)
Add: Interest expense associated with Starboard Notes,    net of tax	—		708
Add: Undistributed earnings allocated to participating    securities	—		1,235
Net loss attributable to common stockholders - Diluted	$	(186)	$	(6,496)
Denominator:
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Basic	99,745,905		47,971,931
Potentially dilutive common shares:
Series A Redeemable Convertible Preferred Stock	—		9,589,041
Series B Warrants	—		31,506,849
Weighted average shares used in computing net income (loss)    per share attributable to common stockholders - Diluted	99,745,905		89,067,821
Basic net income per common share	$	—	$	0.12
Diluted net loss per common share	$	—	$	(0.07)
Anti-dilutive potential common shares excluded from the    computation of diluted net income/loss per share:
Equity-based incentive awards	4,231,699		2,368,870
Total	4,231,699		2,368,870

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SEGMENT REPORTING (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

The Company's segment information is as follows:

	Three Months Ended March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues:
License fees	$	13,623	$	—	$	—	$	13,623
Printers and parts	—		3,065		—		3,065
Consumable products	—		5,013		—		5,013
Services	—		763		—		763
Oil sales	—		—		661		661
Natural gas sales	—		—		730		730
Natural gas liquids sales	—		—		465		465
Total revenues	13,623		8,841		1,856		24,320
Cost of revenues:
Inventor royalties	606		—		—		606
Contingent legal fees	1,824		—		—		1,824
Litigation and licensing expenses	1,138		—		—		1,138
Amortization of patents	3,433		—		—		3,433
Cost of sales	—		4,049		—		4,049
Cost of production	—		—		1,315		1,315
Total cost of revenues	7,001		4,049		1,315		12,365
Segment gross profit	6,622		4,792		541		11,955
Other operating expenses:
Engineering and development expenses	—		134		—		134
Sales and marketing expenses	—		1,555		—		1,555
Amortization of intangible assets	—		433		—		433
General and administrative expenses	3,340		1,458		385		5,183
Total other operating expenses	3,340		3,580		385		7,305
Segment operating income	$	3,282	$	1,212	$	156	4,650
Parent general and administrative expenses							6,737
Operating loss							(2,087)
Total other income							789
Loss before income taxes							$	(1,298)

	Three Months Ended March 31, 2023
	Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues:
License fees	$	4,176	$	—	$	4,176
Printers and parts	—		4,464		4,464
Consumable products	—		5,170		5,170
Services	—		993		993
Total revenues	4,176		10,627		14,803
Cost of revenues:
Inventor royalties	221		—		221
Contingent legal fees	532		—		532
Litigation and licensing expenses	1,384		—		1,384
Amortization of patents	2,601		—		2,601
Cost of sales	—		5,220		5,220
Total cost of revenues	4,738		5,220		9,958
Segment gross profit	(562)		5,407		4,845
Other operating expenses:
Engineering and development expenses	—		216		216
Sales and marketing expenses	—		1,913		1,913
Amortization of intangible assets	—		433		433
General and administrative expenses	1,897		2,285		4,182
Total other operating expenses	1,897		4,847		6,744
Segment operating (loss) income	$	(2,459)	$	560	(1,899)
Parent general and administrative expenses					7,425
Operating income loss					(9,324)
Total other income					21,254
Income before income taxes					$	11,930

Schedule of Segment Reporting Information, by Segment

	March 31, 2024		December 31, 2023
	(In thousands)
Equity securities investments:
Equity securities	$	22,918	$	63,068
Equity securities without readily determinable fair value	5,816		5,816
Equity method investments	30,934		30,934
Total parent equity securities investments	59,668		99,818
Other parent assets	261,185		218,909
Segment total assets:
Intellectual property operations	227,050		234,254
Industrial operations	48,863		47,854
Energy operations	34,959		32,710
Total assets	$	631,725	$	633,545

Revenue from External Customers by Geographic Areas

	Three Months Ended March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	2,064	$	3,159	$	1,856	$	7,079
Canada and Latin America	1		266		—		267
Total Americas	2,065		3,425		1,856		7,346
Europe, Middle East and Africa	—		2,478		—		2,478
China	4,650		518		—		5,168
India	—		918		—		918
Asia-Pacific, excluding China and India	6,908		1,502		—		8,410
Total Asia-Pacific	11,558		2,938		—		14,496
Total revenues	$	13,623	$	8,841	$	1,856	$	24,320

	Three Months Ended March 31, 2023
	Intellectual Property Operations		Industrial Operations		Total
	(In thousands)
Revenues by geographic area:
United States	$	673	$	4,234	$	4,907
Canada and Latin America	501		219		720
Total Americas	1,174		4,453		5,627
Europe, Middle East and Africa	—		2,965		2,965
China	3,000		843		3,843
India	—		828		828
Asia-Pacific, excluding China and India	2		1,538		1,540
Total Asia-Pacific	3,002		3,209		6,211
Total revenues	$	4,176	$	10,627	$	14,803

Long-lived Assets by Geographic Areas

	March 31, 2024
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	191	$	50	$	24,952	$	25,193
Malaysia	—		1,760		—		1,760
Other foreign countries	—		89		—		89
Total	$	191	$	1,899	$	24,952	$	27,042

	December 31, 2023
	Intellectual Property Operations		Industrial Operations		Energy Operations		Total
	(In thousands)
Long-lived tangible assets by geographic area:
United States	$	201	$	92	$	25,117	$	25,410
Malaysia	—		1,949		—		1,949
Other foreign countries	—		114		—		114
Total	$	201	$	2,155	$	25,117	$	27,473

XML

DESCRIPTION OF BUSINESS - Narrative (Details) $ in Millions			3 Months Ended
	Nov. 13, 2023 USD ($)	Oct. 07, 2021 USD ($)	Mar. 31, 2024 USD ($) patent shares	May 06, 2024 shares	Dec. 31, 2023 shares	Jul. 31, 2023 shares	Jul. 13, 2023 shares
Business Acquisition [Line Items]
Common stock, shares, issued | shares			100,021,951		99,895,473		61,123,595
Common stock, shares, outstanding | shares			100,021,951		99,895,473	99,886,322
Number of new patent portfolios acquired | patent			0
Subsequent Event
Business Acquisition [Line Items]
Common stock, shares, issued | shares				100,021,951
Common stock, shares, outstanding | shares				100,021,951
Printronix
Business Acquisition [Line Items]
Purchase price		$ 37.0
Business combination, initial cash payment		33.0
Working capital adjustment		$ 4.0
Benchmark
Business Acquisition [Line Items]
Cash payment for acquisition	$ 10.0
Voting rights acquired	50.40%
Maximum
Business Acquisition [Line Items]
Ideal market value for future acquisitions			$ 2,000.0
Minimum
Business Acquisition [Line Items]
Ideal market value for future acquisitions			$ 1,000.0

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenues	$ 24,320	$ 14,803
Intellectual property operations
Disaggregation of Revenue [Line Items]
Total revenues	13,623	4,176
Paid-up license revenue agreements
Disaggregation of Revenue [Line Items]
Total revenues	12,365	3,900
Recurring License Revenue Agreements
Disaggregation of Revenue [Line Items]
Total revenues	1,258	276
Industrial operations
Disaggregation of Revenue [Line Items]
Total revenues	8,841	10,627
Printers, consumables and parts
Disaggregation of Revenue [Line Items]
Total revenues	8,078	9,634
Services
Disaggregation of Revenue [Line Items]
Total revenues	$ 763	$ 993

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Remaining Performance Obligation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Printronix
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract with customer, liability, revenue recognized	$ 578	$ (542)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining performance obligation			$ 567
Remaining performance obligation period			2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining performance obligation	$ 470
Remaining performance obligation period	2 years

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Benchmark's Revenue (Details) - Benchmark $ in Thousands	2 Months Ended
	Dec. 31, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Revenue	$ 1,856
Oil sales
Disaggregation of Revenue [Line Items]
Revenue	661
Natural gas sales
Disaggregation of Revenue [Line Items]
Revenue	730
Natural gas liquids sales
Disaggregation of Revenue [Line Items]
Revenue	$ 465

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Receivables (Details) - Printronix - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Industrial operations
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Allowance for doubtful accounts and sales returns	$ 66	$ 56
Energy operations
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Allowance for doubtful accounts and sales returns	$ 100	$ 0

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangible Assets (Details)	Mar. 31, 2024
Printronix
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Finite-lived intangible asset, useful life	7 years
Minimum | Patents
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Finite-lived intangible asset, useful life	2 years
Maximum | Patents
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Finite-lived intangible asset, useful life	5 years

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revolving Credit Facility (Details)		3 Months Ended
	Apr. 17, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 01, 2023 USD ($)	Apr. 11, 2023 USD ($)	Apr. 01, 2023 USD ($)	Sep. 16, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revolving credit facility		$ 13,025,000		$ 10,525,000
Borrowings on the Revolving Credit Facility		2,500,000	$ 0
Revolving Credit Facility | Credit Agreement | Line of Credit | Benchmark
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Borrowing base					$ 10,500,000	$ 2,500,000	$ 17,500,000	$ 25,000,000
Maximum borrowing capacity including accordion feature								75,000,000
Revolving credit facility		$ 13,000,000		10,500,000
Effective interest rate		11.00%
Revolving Credit Facility | Credit Agreement | Line of Credit | Benchmark | Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current asset to current liability covenant ratio	1.0
Debt to EBITDAX covenant ratio	3.5
Revolving Credit Facility | Loan Agreement | Line of Credit | Benchmark | Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Borrowing base	$ 150,000,000
Borrowings on the Revolving Credit Facility	82,700,000
Revolving Credit Facility | Loan Agreement | Line of Credit | Benchmark | Minimum | Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Available at closing	$ 85,000,000
Basis spread on variable rate	3.00%
Revolving Credit Facility | Loan Agreement | Line of Credit | Benchmark | Maximum | Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basis spread on variable rate	4.00%
Commitment fee percentage	0.50%
Secured Debt | Credit Agreement | Line of Credit | Benchmark
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Principal amount outstanding		$ 0		$ 0				$ 3,500,000
Letter of Credit | Loan Agreement | Line of Credit | Benchmark | Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Borrowings on the Revolving Credit Facility	$ 660,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details)	3 Months Ended
	Mar. 31, 2024
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Vesting period	1 year
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Vesting period	1 year
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Vesting period	4 years

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Effective income tax rate reconciliation, percent	(85.00%)	20.00%
Total	$ 757
Other Noncurrent Liabilities
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Unrecognized tax benefits	$ 757

XML

EQUITY SECURITIES PORTFOLIO INVESTMENT - Summary of Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Debt and Equity Securities, FV-NI [Line Items]
Cost	$ 19,971		$ 33,423
Gross Unrealized Gain	2,966	$ 29,680
Gross Unrealized Loss	(19)	(35)
Fair Value	22,918		63,068
Equity securities - Life Sciences Portfolio
Debt and Equity Securities, FV-NI [Line Items]
Cost			28,498
Gross Unrealized Gain		28,600
Gross Unrealized Loss		(20)
Fair Value			57,078
Equity securities - other common stock
Debt and Equity Securities, FV-NI [Line Items]
Cost	19,971		4,925
Gross Unrealized Gain	2,966	1,080
Gross Unrealized Loss	(19)	$ (15)
Fair Value	$ 22,918		$ 5,990

XML

EQUITY SECURITIES PORTFOLIO INVESTMENT - Narrative (Details) $ in Thousands, £ in Millions			3 Months Ended
	Apr. 03, 2020 USD ($)	Apr. 03, 2020 GBP (£)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 03, 2020
Offsetting Liabilities [Line Items]
Fair value of investment			$ 22,918		$ 63,068
Net loss including noncontrolling interests in subsidiaries			(186)	$ 9,447
Net income attributable to noncontrolling interests in subsidiaries			(3)	$ 0
Life Sciences Portfolio
Offsetting Liabilities [Line Items]
Investment at fair value			25,700		$ 82,800
Arix
Offsetting Liabilities [Line Items]
Fair value of investment			0
MalinJ1
Offsetting Liabilities [Line Items]
Ownership percentage						63.90%
Earnings on equity investment in joint venture			$ 0
MalinJ1 | MalinJ1
Offsetting Liabilities [Line Items]
Equity method investment ownership			41.00%
Option Agreement | Portfolio Companies
Offsetting Liabilities [Line Items]
Payments to acquire investments	$ 277,500	£ 223.9

XML

EQUITY SECURITIES PORTFOLIO INVESTMENT - Unrealized and Realized Gains or Losses on Investment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt and Equity Securities, FV-NI [Line Items]
Change in fair value of investment	$ (26,701)	$ 3,343
Trading Securites - LF Fund Public Securities
Debt and Equity Securities, FV-NI [Line Items]
Change in fair value of investment	(28,581)	577
Realized investment gains (losses)	28,581	0
Trading Securites Lf Fund Securities
Debt and Equity Securities, FV-NI [Line Items]
Net realized and unrealized gain (loss) on investments	$ 0	$ 577

XML

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 3,404	$ 3,961
Subassemblies and work in process	1,533	1,882
Finished goods	5,447	5,578
Inventory, gross	10,384	11,421
Inventory reserves	(504)	(500)
Inventories	$ 9,880	$ 10,921

XML

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 4,728,000			$ 4,760,000
Accumulated depreciation and amortization	(2,638,000)			(2,404,000)
Property, plant and equipment, net	2,090,000			2,356,000
Depreciation and amortization expense	280,000	$ 347,000
Industrial operations
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	252,000	$ 313,000
Industrial operations | Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	106,000		$ 111,000
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,038,000			3,035,000
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	395,000			395,000
Computer hardware and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	277,000			312,000
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,018,000			$ 1,018,000

XML

OIL AND NATURAL GAS PROPERTIES, NET - Summary of Oil and Natural Gas Properties, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Extractive Industries [Abstract]
Capitalized Costs, Proved Properties	$ 25,533	$ 25,276
Capitalized Costs, Accumulated Depreciation, Depletion, Amortization and Valuation Allowance Relating to Oil and Gas Producing Activities	(581)	(159)
Oil and natural gas properties, net	$ 24,952	$ 25,117

XML

OIL AND NATURAL GAS PROPERTIES, NET - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Extractive Industries [Abstract]
Depletion and depreciation expense	$ 422

XML

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Beginning balance	$ 8,990	$ 7,541
Acquisition of business	0	1,449
Impairment losses	0	0
Ending balance	8,990	8,990
Industrial operations
Goodwill [Roll Forward]
Beginning balance	7,541	7,541
Acquisition of business	0	0
Impairment losses	0	0
Ending balance	7,541	7,541
Energy operations
Goodwill [Roll Forward]
Beginning balance	1,449	0
Acquisition of business	0	1,449
Impairment losses	0	0
Ending balance	$ 1,449	$ 1,449

XML

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment losses	$ 0		$ 0
Amortization of intangible assets	3,900,000	$ 3,000,000
Impairment of intangible assets, finite-lived	0	0
Accelerated amortization of patents	0	$ 0
Accrued Patent Investment Costs	$ 15,000,000

XML

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 353,533	$ 353,533
Accumulated Amortization	(323,843)	(319,977)
Net Book Value	29,690	33,556
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	344,803	344,803
Accumulated Amortization	(320,750)	(317,197)
Net Book Value	$ 24,053	$ 27,606
Patents | Intellectual property operations
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	6 years	6 years
Gross Carrying Amount	$ 341,403	$ 341,403
Accumulated Amortization	(319,547)	(316,114)
Net Book Value	$ 21,856	$ 25,289
Patents | Industrial operations
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	7 years	7 years
Gross Carrying Amount	$ 3,400	$ 3,400
Accumulated Amortization	(1,203)	(1,083)
Net Book Value	$ 2,197	$ 2,317
Customer relationships | Industrial operations
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	7 years	7 years
Gross Carrying Amount	$ 5,300	$ 5,300
Accumulated Amortization	(1,878)	(1,689)
Net Book Value	$ 3,422	$ 3,611
Trade names and trademarks | Industrial operations
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	7 years	7 years
Gross Carrying Amount	$ 3,430	$ 3,430
Accumulated Amortization	(1,215)	(1,091)
Net Book Value	$ 2,215	$ 2,339

XML

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Annual Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 10,964
2025	12,485
2026	3,173
2027	1,734
2028	1,334
Net Book Value	$ 29,690	$ 33,556

XML

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued consulting and other professional fees	$ 832	$ 1,595
Income taxes payable	1,313	619
Product warranty liability, current	27	30
Service contract costs, current	$ 168	$ 169
Operating lease, liability, current, statement of financial position	Total	Total
Short-term lease liability	$ 1,094	$ 1,248
Accrued patent costs	0	4,000
Other accrued liabilities	556	744
Total	$ 3,990	$ 8,405

XML

STARBOARD INVESTMENT - Series A Redeemable Convertible Preferred Stock Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended
	Jul. 14, 2023	Oct. 31, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jul. 31, 2023	Jul. 13, 2023	Nov. 18, 2019
Class of Warrant or Right [Line Items]
Common stock, shares, issued			100,021,951		99,895,473		61,123,595
Common Stock Dividends, Shares	27,704
Common stock, shares, outstanding			100,021,951		99,895,473	99,886,322
Starboard
Class of Warrant or Right [Line Items]
Common Stock, Percentage Of Shares, Outstanding			61.20%
Series A Redeemable Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Dividends payable, current			$ 0		$ 0
Accretion expense			0	$ 1,600,000
OPEN			$ 0
Series A Redeemable Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Dividend rate		8.00%	3.00%
Series A Redeemable Convertible Preferred Stock | Starboard
Class of Warrant or Right [Line Items]
Conversion price								$ 3.65
Series A Redeemable Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Convertible preferred stock, shares issued upon conversion	350,000

XML

STARBOARD INVESTMENT - Series A and B Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 14, 2023	Feb. 25, 2022	Nov. 18, 2019	Mar. 31, 2024	Jun. 04, 2020	Feb. 25, 2020
Class of Warrant or Right [Line Items]
Class of warrants or right, recapitalization payment	$ 66.0
Class Of Warrant Or Right, Gross Proceeds Recapitalization Payment	$ 55.0
Series B warrants
Class of Warrant or Right [Line Items]
Share-based compensation arrangement by share-based payment award, non-option equity instruments, exercised	31,506,849
Series B warrants
Class of Warrant or Right [Line Items]
Warrants and rights outstanding				$ 0.0
Common Stock
Class of Warrant or Right [Line Items]
Convertible preferred stock, shares issued upon conversion	9,616,746
Starboard | Series B warrants
Class of Warrant or Right [Line Items]
Conversion price					$ 3.65
Number of shares purchased by warrant						100,000,000
Proceeds from issuance of preferred stock and preference stock		$ 4.6
Class of warrant or right, warrants subject to adjustments					31,506,849
Class of warrant or right, outstanding (in shares)					68,493,151
Starboard | Maximum | Series A warrants
Class of Warrant or Right [Line Items]
Warrants issued, shares			5,000,000
Warrants issued, Price per share			$ 100
Starboard | Maximum | Series A warrants | Concurrent Private Rights Offering
Class of Warrant or Right [Line Items]
Warrants issued, shares			15,000,000
Sale of Stock, Number of Shares Issued in Transaction			28,647,259
Starboard | Maximum | Series B warrants
Class of Warrant or Right [Line Items]
Conversion price						$ 5.25
Starboard | Minimum | Series B warrants
Class of Warrant or Right [Line Items]
Conversion price						$ 3.65

XML

STARBOARD INVESTMENT - Senior Secured Notes (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Jul. 14, 2023	Feb. 14, 2023
Series B warrants
Debt Instrument, Redemption [Line Items]
Class of warrant or right, exercise price of warrants or rights				$ 5.25
Common Stock
Debt Instrument, Redemption [Line Items]
Convertible preferred stock, shares issued upon conversion			9,616,746
Series A Redeemable Convertible Preferred Stock
Debt Instrument, Redemption [Line Items]
Dividends payable, current	$ 0	$ 0
Senior Secured Notes | Securities Purchase Agreement | New Notes | Merton
Debt Instrument, Redemption [Line Items]
Principal amount outstanding		$ 60,000,000	$ 60,000,000

XML

STARBOARD INVESTMENT - Modifications to Stock and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 14, 2023	Feb. 25, 2022	Mar. 31, 2024	Dec. 31, 2023	Jul. 31, 2023	Jul. 13, 2023	Jun. 04, 2020
Offsetting Assets [Line Items]
Common stock, shares, issued			100,021,951	99,895,473		61,123,595
Common stock, shares, outstanding			100,021,951	99,895,473	99,886,322
Series B warrants
Offsetting Assets [Line Items]
Warrants and rights outstanding			$ 0
Series B warrants | Starboard
Offsetting Assets [Line Items]
Conversion price							$ 3.65
Class of warrant or right, warrants subject to adjustments							31,506,849
Class of warrant or right, outstanding (in shares)							68,493,151
Proceeds from issuance of preferred stock and preference stock		$ 4,600
Rights Offering
Offsetting Assets [Line Items]
Proceeds from issuance of redeemable preferred stock	$ 361
Concurrent Private Rights Offering
Offsetting Assets [Line Items]
Proceeds from issuance of redeemable preferred stock	$ 78,800

XML

STARBOARD INVESTMENT - Rights and Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 14, 2023	Mar. 31, 2024	Dec. 31, 2023	Jul. 31, 2023	Jul. 13, 2023
Class of Warrant or Right [Line Items]
Common stock, shares, issued		100,021,951	99,895,473		61,123,595
Common stock, shares, outstanding		100,021,951	99,895,473	99,886,322
Rights Offering
Class of Warrant or Right [Line Items]
Proceeds from issuance of redeemable preferred stock	$ 361
Concurrent Private Rights Offering
Class of Warrant or Right [Line Items]
Proceeds from issuance of redeemable preferred stock	$ 78,800
Sale of Stock, Number of Shares Issued in Transaction	15,068,753
Series B warrants
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights	$ 5.25

XML

FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 22,918	$ 63,068
Commodity derivative instruments	$ 2,100
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets
Benchmark
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Realized derivative gain	$ 800
Unrealized derivative gain	$ (629)
Series B warrants | Price volatility | Scenario 1 | Monte Carlo Method
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, measurement input	1.20
Series B warrants | Risk free interest rate | Scenario 1 | Monte Carlo Method
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, measurement input	0.0524
Series B warrants | Expected term | Scenario 1 | Monte Carlo Method
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, measurement input	0.04
Series B warrants | Expected dividend rate | Scenario 1 | Monte Carlo Method
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, measurement input	0
Embedded Derivative | Risk free interest rate | Scenario 2 | Monte Carlo Method
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, measurement input	0.08
Conversion ratio	27.40
Embedded Derivative | Credit spread | Scenario 2 | Monte Carlo Method
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, measurement input	0.148
Arix
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	$ 0

XML

FAIR VALUE MEASUREMENTS - Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity derivative instruments	$ 2,100
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	22,918	$ 63,068
Commodity derivative instruments	2,094
Total	25,012
Fair Value, Recurring | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		65,791
Fair Value, Recurring | Assets | Commodity derivative instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		2,723
Level 1 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	22,918	63,068
Commodity derivative instruments	0
Total	22,918
Level 1 | Fair Value, Recurring | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		63,068
Level 1 | Fair Value, Recurring | Assets | Commodity derivative instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		0
Level 2 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Commodity derivative instruments	2,094
Total	2,094
Level 2 | Fair Value, Recurring | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		2,723
Level 2 | Fair Value, Recurring | Assets | Commodity derivative instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		2,723
Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Commodity derivative instruments	0
Total	$ 0
Level 3 | Fair Value, Recurring | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		0
Level 3 | Fair Value, Recurring | Assets | Commodity derivative instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		$ 0

XML

FAIR VALUE MEASUREMENTS - Changes to Fair Value Measurement Level 3 (Details) - Liabilities - Level 3 - Fair Value, Recurring $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance	$ 101,615
Remeasurement to fair value	(16,651)
Derivative liability, ending balance	84,964
Series A Embedded Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance	16,835
Remeasurement to fair value	(5,023)
Derivative liability, ending balance	11,812
Series B Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance	84,780
Remeasurement to fair value	(11,628)
Derivative liability, ending balance	$ 73,152

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RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Legal fees	$ 0	$ 20
Loan Facility With Private Portfolio Company | Related Party
Related Party Transaction [Line Items]
Loan receivable	$ 2,600		$ 2,200
Interest rate	9.50%
Interest income and other, net	$ 59

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COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands		3 Months Ended		52 Months Ended
	Dec. 29, 2019 numberOfRenewalOptions	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jul. 26, 2023	Jun. 02, 2022 ft²	Jun. 30, 2021 ft²	Apr. 01, 2021	Nov. 10, 2020 ft²	Nov. 01, 2020 ft²	Jan. 07, 2020 ft²	Nov. 28, 2019 ft²	Jun. 07, 2019 ft²	Mar. 01, 2019
Lessee, Lease, Description [Line Items]
Operating lease cost | $		$ 336	$ 388
Legal fees | $		0	20
Accrued loss contingency | $		8,450		$ 0
Legal liability fee | $		6,243	$ 0
Slingshot Technologies, LLC vs. Acacia Research Corp and ARG
Lessee, Lease, Description [Line Items]
Accrued loss contingency | $		8,500
Legal liability fee | $		6,200		2,300
PPC Irvine Center Investment, LLC | Printronix
Lessee, Lease, Description [Line Items]
Remaining lease term								65 months
Surety Bond
Lessee, Lease, Description [Line Items]
Bonds outstanding | $		$ 100		$ 100
Printronix | Dynamics Sing Sdn. Bhd
Lessee, Lease, Description [Line Items]
Remaining lease term	48 months				24 months
Printronix | PF Grand Paris
Lessee, Lease, Description [Line Items]
Remaining lease term														109 months
Printronix | Shanghai SongYun Enterprise Management Center
Lessee, Lease, Description [Line Items]
Remaining lease term										48 months
Printronix | HSBC Institutional Trust Services (Singapore) Limited
Lessee, Lease, Description [Line Items]
Remaining lease term						36 months
Building
Lessee, Lease, Description [Line Items]
Area of office space | ft²											8,600		8,293
Term of lease											24 months		60 months
Building | Printronix
Lessee, Lease, Description [Line Items]
Area of office space | ft²											73,649
Building | PPC Irvine Center Investment, LLC | Printronix
Lessee, Lease, Description [Line Items]
Area of office space | ft²									8,662
Building | Printronix | Dynamics Sing Sdn. Bhd
Lessee, Lease, Description [Line Items]
Area of office space | ft²							52,000
Building | Printronix | PF Grand Paris
Lessee, Lease, Description [Line Items]
Area of office space | ft²												3,045
Building | Printronix | Shanghai SongYun Enterprise Management Center
Lessee, Lease, Description [Line Items]
Area of office space | ft²										2,422
Building | Printronix | HSBC Institutional Trust Services (Singapore) Limited
Lessee, Lease, Description [Line Items]
Area of office space | ft²						4,560
Building | First amendment
Lessee, Lease, Description [Line Items]
Term of lease											3 years
Manufacturing Facility | Lease 1 | Printronix | Dynamics Sing Sdn. Bhd
Lessee, Lease, Description [Line Items]
Number of renewal options | numberOfRenewalOptions	2
Renewal term of lease	4 years
Manufacturing Facility | Lease 2 | Printronix | Dynamics Sing Sdn. Bhd
Lessee, Lease, Description [Line Items]
Number of renewal options | numberOfRenewalOptions	1
Renewal term of lease	2 years

XML

COMMITMENTS AND CONTINGENCIES - Future Minimum Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2024	$ 825
2025	924
2026	579
2027	243
Total minimum payments	2,571
Less: short-term lease liabilities	(1,094)	$ (1,248)
Long-term lease liabilities	$ 1,477	$ 1,736

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STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended
	Nov. 09, 2023	Jul. 31, 2022	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Treasury stock, value, acquired, cost method		$ 40.0
Preferred stock, par or stated value (in usd per share)			$ 0.001	$ 0.001
Stock repurchase program
Class of Stock [Line Items]
Treasury stock, shares, acquired	5,800,000	8,453,519
Stock repurchase program, authorized amount	$ 20.0			$ 40.0

XML

EQUITY-BASED INCENTIVE PLANS - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended
	May 31, 2022	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2016	May 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
Expiration period		10 years
Ownership percent of voting stock		10.00%
Options granted (in shares)		0
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value		$ 420,000
Unrecognized stock-based compensation expense		$ 4,300,000
Remaining contractual term, options expected to vest		1 year 9 months 18 days
Stock Issuance Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value on grant date, minimum exercise price		100.00%
2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized					4,750,000
Shares available for grant				625,390
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized				4,500,000
Shares available for grant		1,457,214
Number of additional shares authorized	5,500,000
All Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant		5,604,578
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested shares vested		(109,330)
Nonvested shares outstanding		84,335	193,665
RSAs | Non-Vested
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of options vested in period		$ 444,000
Nonstatutory Options | Discretionary Option Grant Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value on grant date, minimum exercise price		100.00%
Incentive Stock Options | Discretionary Option Grant Program | Less Than 10%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value on grant date, minimum exercise price		100.00%
Incentive Stock Options | Discretionary Option Grant Program | 10% or More
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value on grant date, minimum exercise price		110.00%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining contractual term, options expected to vest		7 years 10 months 24 days
Options | Time Based Service | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of options vested in period		$ 1,100,000
Nonvested shares vested		(384,574)
Nonvested shares outstanding		148,766
RSUs | Time Based Service | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
RSUs | Time Based Service | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years

XML

EQUITY-BASED INCENTIVE PLANS - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2024	Jun. 30, 2023	Dec. 31, 2023
Options
Options granted (in shares)	0
Aggregate Intrinsic Value
Aggregate intrinsic value, options exercisable, vested and expected to vest	$ 1,369
Weighted Average Remaining Contractual Life
Remaining contractual term, options expected to vest	1 year 9 months 18 days
Options
Options
Number of options outstanding, beginning (in shares)	1,108,187
Options exercised (in shares)	0
Options forfeited/expired (in shares)	(45,000)
Number of options outstanding, ending (in shares)	1,063,187
Options exercisable (in shares)	556,481
Options expected to vest (in shares)	1,063,187
Unrecognized stock-based compensation expense	$ 643
Weighted average remaining vesting period	1 year 8 months 12 days
Weighted Average Exercise Price
Weighted average exercise price outstanding, beginning (in usd per share)	$ 4.18
Weighted average exercise price outstanding, nonvested options granted (in usd per share)	0
Weighted average exercise price outstanding, options exercised (in usd per share)	0
Weighted average exercise price outstanding, options forfeited/expired (in usd per share)	5.40
Weighted average exercise price outstanding, ending (in usd per share)	4.12
Weighted average exercise price, options exercisable (in usd per share)	4.16
Weighted average exercise price outstanding, options vested and expected to vest (in usd per share)	$ 4.12
Aggregate Intrinsic Value
Aggregate intrinsic value, options outstanding	$ 1,369		$ 187
Aggregate intrinsic value, options exercised	0
Aggregate intrinsic value, options forfeited/expired	0
Aggregate intrinsic value, options exercisable	$ 711
Weighted Average Remaining Contractual Life
Remaining contractual term, options outstanding	7 years 10 months 24 days	7 years 10 months 24 days
Remaining contractual term, options exercisable	7 years 8 months 12 days
Remaining contractual term, options expected to vest	7 years 10 months 24 days

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EQUITY-BASED INCENTIVE PLANS - Nonvested Restricted Stock Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
RSAs
Shares
Number of nonvested shares outstanding, beginning	193,665
Nonvested shares granted	0
Nonvested shares vested	(109,330)
Nonvested shares forfeited	0
Number of nonvested shares outstanding, ending	84,335
Unrecognized stock-based compensation expense | $	$ 286
Weighted Average Grant Date Fair Value
Weighted average exercise price outstanding, beginning (in usd per share) | $ / shares	$ 3.87
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | $ / shares	0
Weighted average exercise price outstanding, options vested (in usd per share) | $ / shares	4.06
Weighted average exercise price outstanding, options forfeited (in usd per share) | $ / shares	0
Weighted average exercise price outstanding, ending (in usd per share) | $ / shares	$ 3.63
Weighted average remaining vesting period	10 months 24 days
RSUs
Shares
Nonvested shares vested	(384,574)
Number of nonvested shares outstanding, ending	148,766
Unrecognized stock-based compensation expense | $	$ 3,351
Restricted Shares
Nonvested restricted stock outstanding, beginning balance (in shares)	1,408,491
Nonvested restricted stock granted (in shares)	0
Nonvested restricted stock vested (in shares)	(275,244)
Nonvested restricted stock forfeited (in shares)	(30,534)
Nonvested restricted stock outstanding, ending balance (in shares)	1,102,713
Weighted Average Grant Date Fair Value
Weighted average exercise price outstanding, beginning (in usd per share) | $ / shares	$ 4.31
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | $ / shares	0
Weighted average exercise price outstanding, options vested (in usd per share) | $ / shares	4.10
Weighted average exercise price outstanding, options forfeited (in usd per share) | $ / shares	3.93
Weighted average exercise price outstanding, ending (in usd per share) | $ / shares	$ 4.38
Weighted average remaining vesting period	1 year 10 months 24 days
Performance Shares
Shares
Unrecognized stock-based compensation expense | $	$ 0
Restricted Shares
Nonvested restricted stock outstanding, beginning balance (in shares)	1,981,464
Nonvested restricted stock granted (in shares)	0
Nonvested restricted stock vested (in shares)	0
Nonvested restricted stock forfeited (in shares)	0
Nonvested restricted stock outstanding, ending balance (in shares)	1,981,464
Weighted Average Grant Date Fair Value
Weighted average exercise price outstanding, beginning (in usd per share) | $ / shares	$ 4.61
Weighted average exercise price outstanding, nonvested options granted (in usd per share) | $ / shares	0
Weighted average exercise price outstanding, options vested (in usd per share) | $ / shares	0
Weighted average exercise price outstanding, options forfeited (in usd per share) | $ / shares	0
Weighted average exercise price outstanding, ending (in usd per share) | $ / shares	$ 4.61
Weighted average remaining vesting period	0 days

XML

EQUITY-BASED INCENTIVE PLANS - Share-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 858	$ 477
Time Based Service
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	858	477
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	128	28
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	106	209
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 624	$ 240

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INCOME/LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net (loss) income attributable to Acacia Research Corporation	$ (186)	$ 9,447
Dividend on Series A redeemable convertible preferred stock	0	(700)
Accretion of Series A redeemable convertible preferred stock	0	(1,554)
Undistributed earnings allocated to participating securities	0	(1,235)
Net (loss) income attributable to common stockholders - Basic	(186)	5,958
Add: Dividend on Series A redeemable convertible preferred stock	0	700
Add: Accretion of Series A redeemable convertible preferred stock	0	1,554
Less: Change in fair value of Series A redeemable convertible preferred stock embedded derivative	0	(5,023)
Less: Change in fair value of dilutive Series B warrants	0	(11,628)
Add: Interest expense associated with Starboard Notes, net of tax	0	708
Add: Undistributed earnings allocated to participating securities	0	1,235
Net loss attributable to common stockholders - Diluted	$ (186)	$ (6,496)
Denominator:
Weighted average number of shares outstanding - Basic	99,745,905	47,971,931
Potentially dilutive common shares:
Potentially dilutive common shares (in shares)	99,745,905	89,067,821
Weighted average number of shares outstanding, diluted	99,745,905	89,067,821
Basic net income (loss) per common share (in usd per share)	$ 0	$ 0.12
Diluted net (loss) income per common share (in usd per share)	$ 0	$ (0.07)
Anti-dilutive potential common shares excluded from the computation of diluted net income/loss per share:
Antidilutive securities excluded from computation of earnings per share (in shares)	4,231,699	2,368,870
Series B warrants
Potentially dilutive common shares:
Potentially dilutive common shares (in shares)	0	31,506,849
Series A Redeemable Convertible Preferred Stock
Potentially dilutive common shares:
Potentially dilutive common shares (in shares)	0	9,589,041
Equity-based incentive awards
Anti-dilutive potential common shares excluded from the computation of diluted net income/loss per share:
Antidilutive securities excluded from computation of earnings per share (in shares)	4,231,699	2,368,870

XML

SEGMENT REPORTING - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	3
General and administrative expenses	$ 12,353	$ 12,040
Parent Company
Segment Reporting Information [Line Items]
General and administrative expenses	$ 6,737	$ 7,425

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SEGMENT REPORTING - Segment Income and Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Revenues	$ 24,320	$ 14,803
Cost of revenues:
Inventor royalties	606	221
Contingent legal fees	1,824	532
Litigation and licensing expenses	1,138	1,384
Amortization of patents	3,433	2,601
Cost of sales	4,049	5,220
Cost of production	1,315
Total cost of revenues	12,365	9,958
Segment gross (loss) profit	11,955	4,845
Other operating expenses:
Engineering and development expenses - industrial operations	134	216
Sales and marketing expenses - industrial operations	1,555	1,913
Amortization of intangible assets	3,900	3,000
General and administrative expenses	12,353	12,040
Operating loss	(2,087)	(9,324)
Total other income (expense)	789	21,254
(Loss) income before income taxes	(1,298)	11,930
Parent Company
Other operating expenses:
General and administrative expenses	6,737	7,425
Operating Segments
Other operating expenses:
Engineering and development expenses - industrial operations	134	216
Sales and marketing expenses - industrial operations	1,555	1,913
Amortization of intangible assets	433	433
General and administrative expenses	5,183	4,182
Total other operating expenses	7,305	6,744
Operating loss	4,650	(1,899)
Intellectual property operations
Revenues:
Revenues	13,623	4,176
Cost of revenues:
Inventor royalties	606	221
Contingent legal fees	1,824	532
Litigation and licensing expenses	1,138	1,384
Amortization of patents	3,433	2,601
Cost of sales	0	0
Cost of production	0
Total cost of revenues	7,001	4,738
Segment gross (loss) profit	6,622	(562)
Intellectual property operations | Operating Segments
Other operating expenses:
Engineering and development expenses - industrial operations	0	0
Sales and marketing expenses - industrial operations	0	0
Amortization of intangible assets	0	0
General and administrative expenses	3,340	1,897
Total other operating expenses	3,340	1,897
Operating loss	3,282	(2,459)
Industrial operations
Revenues:
Revenues	8,841	10,627
Cost of revenues:
Inventor royalties	0	0
Contingent legal fees	0	0
Litigation and licensing expenses	0	0
Amortization of patents	0	0
Cost of sales	4,049	5,220
Cost of production	0
Total cost of revenues	4,049	5,220
Segment gross (loss) profit	4,792	5,407
Industrial operations | Operating Segments
Other operating expenses:
Engineering and development expenses - industrial operations	134	216
Sales and marketing expenses - industrial operations	1,555	1,913
Amortization of intangible assets	433	433
General and administrative expenses	1,458	2,285
Total other operating expenses	3,580	4,847
Operating loss	1,212	560
Energy operations
Revenues:
Revenues	1,856
Cost of revenues:
Inventor royalties	0
Contingent legal fees	0
Litigation and licensing expenses	0
Amortization of patents	0
Cost of sales	0
Cost of production	1,315
Total cost of revenues	1,315
Segment gross (loss) profit	541
Energy operations | Operating Segments
Other operating expenses:
Engineering and development expenses - industrial operations	0
Sales and marketing expenses - industrial operations	0
Amortization of intangible assets	0
General and administrative expenses	385
Total other operating expenses	385
Operating loss	156
License fees
Revenues:
Revenues	13,623	4,176
License fees | Intellectual property operations
Revenues:
Revenues	13,623	4,176
License fees | Industrial operations
Revenues:
Revenues	0	0
License fees | Energy operations
Revenues:
Revenues	0
Printers and parts
Revenues:
Revenues	3,065	4,464
Printers and parts | Intellectual property operations
Revenues:
Revenues	0	0
Printers and parts | Industrial operations
Revenues:
Revenues	3,065	4,464
Printers and parts | Energy operations
Revenues:
Revenues	0
Consumable products
Revenues:
Revenues	5,013	5,170
Consumable products | Intellectual property operations
Revenues:
Revenues	0	0
Consumable products | Industrial operations
Revenues:
Revenues	5,013	5,170
Consumable products | Energy operations
Revenues:
Revenues	0
Services
Revenues:
Revenues	763	993
Services | Intellectual property operations
Revenues:
Revenues	0	0
Services | Industrial operations
Revenues:
Revenues	763	$ 993
Services | Energy operations
Revenues:
Revenues	0
Oil sales
Revenues:
Revenues	661
Oil sales | Intellectual property operations
Revenues:
Revenues	0
Oil sales | Industrial operations
Revenues:
Revenues	0
Oil sales | Energy operations
Revenues:
Revenues	661
Natural gas sales
Revenues:
Revenues	730
Natural gas sales | Intellectual property operations
Revenues:
Revenues	0
Natural gas sales | Industrial operations
Revenues:
Revenues	0
Natural gas sales | Energy operations
Revenues:
Revenues	730
Natural gas liquids sales
Revenues:
Revenues	465
Natural gas liquids sales | Intellectual property operations
Revenues:
Revenues	0
Natural gas liquids sales | Industrial operations
Revenues:
Revenues	0
Natural gas liquids sales | Energy operations
Revenues:
Revenues	$ 465

XML

SEGMENT REPORTING - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Fair Value	$ 22,918	$ 63,068
Equity securities without readily determinable fair value	5,816	5,816
Equity method investments	30,934	30,934
Cost	59,668	99,818
Other parent assets	261,185	218,909
Total assets	631,725	633,545
Intellectual property operations
Segment Reporting Information [Line Items]
Total assets	227,050	234,254
Industrial operations
Segment Reporting Information [Line Items]
Total assets	48,863	47,854
Energy operations
Segment Reporting Information [Line Items]
Total assets	$ 34,959	$ 32,710

XML

SEGMENT REPORTING - Revenue by Geographical Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 24,320	$ 14,803
Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	13,623	4,176
Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	8,841	10,627
Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,856
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7,346	5,627
Americas | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,065	1,174
Americas | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	3,425	4,453
Americas | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,856
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7,079	4,907
United States | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,064	673
United States | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	3,159	4,234
United States | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,856
Canada and Latin America
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	267	720
Canada and Latin America | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1	501
Canada and Latin America | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	266	219
Canada and Latin America | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0
Europe, Middle East and Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,478	2,965
Europe, Middle East and Africa | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0	0
Europe, Middle East and Africa | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,478	2,965
Europe, Middle East and Africa | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0
Asia Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	14,496	6,211
Asia Pacific | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	11,558	3,002
Asia Pacific | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,938	3,209
Asia Pacific | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0
China
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	5,168	3,843
China | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	4,650	3,000
China | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	518	843
China | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0
India
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	918	828
India | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0	0
India | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	918	828
India | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0
Asia-Pacific, excluding China and India
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	8,410	1,540
Asia-Pacific, excluding China and India | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	6,908	2
Asia-Pacific, excluding China and India | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,502	$ 1,538
Asia-Pacific, excluding China and India | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 0

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SEGMENT REPORTING - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	$ 27,042	$ 27,473
Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	191	201
Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	1,899	2,155
Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	24,952	25,117
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	25,193	25,410
United States | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	191	201
United States | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	50	92
United States | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	24,952	25,117
Malaysia
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	1,760	1,949
Malaysia | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	0	0
Malaysia | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	1,760	1,949
Malaysia | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	0	0
Other foreign countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	89	114
Other foreign countries | Intellectual property operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	0	0
Other foreign countries | Industrial operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	89	114
Other foreign countries | Energy operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	$ 0	$ 0