Acacia Research Corporation (Nasdaq: ACTG) ("Acacia" or the "Company") today reported financial results for the three and nine months ended September 30, 2022.
Key Business Highlights
Third Quarter 2022 Financial Highlights |
||||||||||||||||
(In millions, except per share data) |
||||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|||||||||
|
(unaudited) |
|
(unaudited) |
|||||||||||||
Intellectual property operations |
$ |
6.3 |
|
$ |
1.6 |
|
$ |
17.0 |
|
$ |
24.8 |
|
||||
Industrial operations |
|
9.6 |
|
|
? |
|
|
29.1 |
|
|
? |
|
||||
Total revenues |
$ |
15.9 |
|
$ |
1.6 |
|
$ |
46.1 |
|
$ |
24.8 |
|
||||
Operating loss |
$ |
(11.4 |
) |
$ |
(12.7 |
) |
$ |
(25.5 |
) |
$ |
(16.8 |
) |
||||
Unrealized gains (losses) 1 |
$ |
(36.4 |
) |
$ |
66.5 |
|
$ |
(266.2 |
) |
$ |
115.5 |
|
||||
Realized gains |
$ |
36.1 |
|
$ |
37.7 |
|
$ |
114.4 |
|
$ |
53.1 |
|
||||
Non-cash derivative liability (loss) 2 |
$ |
41.6 |
|
$ |
0.6 |
|
$ |
34.6 |
|
$ |
(203.9 |
) |
||||
GAAP Net income (loss) |
$ |
28.1 |
|
$ |
89.8 |
|
$ |
(106.7 |
) |
$ |
(55.0 |
) |
||||
GAAP Diluted income (loss) per share |
$ |
0.02 |
|
$ |
0.86 |
|
$ |
(2.63 |
) |
$ |
(1.20 |
) |
1 |
Unrealized gains and (losses) are related to the change in fair value of equity securities as of the end of the reported period. |
|
2 |
The non-cash derivative liability (loss) is related to the change in fair value of Acacia's Series A and B warrants and embedded derivatives. |
|
Martin D. McNulty, Jr. "MJ", Interim Chief Executive Officer, stated, "During the quarter, Acacia and Starboard completed the process of establishing a well-capitalized and differentiated corporate acquisition vehicle. As part of this process, Acacia's capital structure has been significantly streamlined, and we now have a platform that can scale, working with partners to complete complex or large transactions, and taking full advantage of opportunities in our target markets."
"The ongoing market turmoil continues to affect relative valuations, and our pipeline of potential transactions is the largest and strongest it has been," added Mr. McNulty. "We maintain rigor in our evaluation process, but we are moving methodically to pursue acquisitions of attractive businesses we would like to own. The new Acacia comprises a strong capital base and a talented team of professionals who are actively identifying, evaluating and advancing opportunities to grow our business."
Third Quarter 2022 Financial Summary:
Life Sciences Portfolio
Acacia has generated $452.3 million in proceeds from sales and royalties of the Life Sciences Portfolio through September 30, 2022, which was purchased for an aggregate price of $297 million. The remaining positions in the Life Sciences Portfolio represent $109.4 million in book value as shown below:
Public Securities |
||||||
Based on Market Value (at September 30, 2022) |
||||||
Company |
Ticker |
|
Number of
|
|
Value |
|
|
|
|
|
|
|
|
Oxford Nanopore Technologies plc |
LSE: ONT |
|
7.9 mm |
|
$22.5 mm |
|
Arix Bioscience plc |
LSE: ARIX |
|
29.0 mm |
|
$33.8 mm |
|
Total Public Holdings |
|
|
$56.3 mm |
Private Securities |
||||||
Based on Cost or Equity Accounting Value (at September 30, 2022) |
||||||
Company |
Ownership Percentage |
Value |
||||
|
|
|
|
|||
Viamet Pharmaceuticals, Inc. 1 |
26% |
|
|
|||
AMO Pharma |
18% |
> | $53.1 mm |
|||
NovaBiotics |
4% |
|
|
|||
|
||||||
Total Private Holdings |
|
|
$53.1 mm |
(1) |
Viamet value is based on equity method accounting, reflecting Acacia's share of Viamet through ownership of MalinJ1. |
|
Balance Sheet and Capital Structure
Pro Forma Book Value and Changes to Derivative Valuations
At September 30, 2022, book value was $282.5 million and there were 38.5 million shares of common stock outstanding, for a book value per share of $7.33, compared to $268.2 million, or $6.60 per share at June 30, 2022 and $430.5 million, or $8.80 per share at December 31, 2021. The decrease in book value since December 31, 2021 is due to the decline in the fair value of certain assets. Total liabilities for warrants and convertible preferred stock to be eliminated upon exercise or expiration of all such warrants and convertible preferred stock were $91.5 million at September 30, 2022.
Book value and book value per share calculations are performed in accordance with GAAP. The calculation of book value under GAAP requires the Company to reflect the impact of liabilities associated with potential issuances of shares related to the exercise of the Company's Series A and Series B warrants and conversion of the Company's Series A preferred stock. The value of those liabilities varies over time based on fluctuations in the trading price of the Common Stock. The agreement reached with Starboard to streamline the Company's capital structure and strengthen its financial position (the "recapitalization transactions") is expected to eliminate all of these instruments over time, and will therefore eliminate the associated liabilities.
Management believes that providing investors with a presentation of pro forma book value and pro forma book value per share that reflect the anticipated impact of the completion of each component of the recapitalization transactions may assist investors in understanding the Company's financial condition and capital structure (see below for a description of the material components of the recapitalization transactions). However, these pro forma calculations have limitations and should not be considered in isolation or as a substitute for the actual book value and book value per share amounts reflected in the Company's balance sheet at September 30, 2022. For example, there is considerable uncertainty regarding the timing and completion of the recapitalization transactions, and it is possible that certain aspects of the transactions will not be completed, or will be completed on terms that are different from the Company's current expectations, which could result in material changes to the Company's pro forma book value and pro forma book value per share calculations.
Book value at September 30, 2022 reflects the following:
Upon completion of the recapitalization transactions with Starboard:
The expected impact of the completion of the recapitalization transactions would be an incremental $237.6 million in book value, and an incremental 61.1 million of shares outstanding. Assuming such completion, pro forma book value would be $520.1 million, and diluted shares outstanding would be 99.6 million, resulting in pro forma book value per share of $5.22 at September 30, 2022.
See Attachment A which illustrates the anticipated sequential impact of each component of the recapitalization transactions on pro forma book value and pro forma book value per share through the expected date of completion of such transactions through July 2023.
In previous quarterly reports, prior to the approval of the recapitalization transactions, Acacia had presented a similar pro forma book value per share calculation assuming the exercise of all outstanding Series A and Series B warrants, as well as the conversion of the Series A preferred stock. This resulted in a reported pro forma book value per share of $5.87 at June 30, 2022, $5.91 at March 31, 2022, and $6.51 at December 31, 2021. The $5.25 per share cash exercise feature of 68.5 million Series B warrants expired on October 28, 2022.
Share Repurchase Program
During the third quarter, the Company completed its $40.0 million stock repurchase program by acquiring 2.3 million shares at an average price of $4.98 per share, for a total investment of $11.5 million. With the completion of the previously authorized program, the Board will continue to evaluate uses of capital in the future.
Investor Conference Call
The Company will host a conference call today, November 10, 2022 at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time).
To access the live call, please dial 888-506-0062 (U.S. and Canada) or 973-528-0011 (international) and if requested, reference conference ID 536777. The conference call will also be simultaneously webcasted on the investor relations section of the Company's website at http://www.acaciaresearch.com under Events & Presentations. Following the conclusion of the live call, a replay of the webcast will be available on the Company's website for at least 30 days.
About the Company
Acacia is a permanent capital platform with a strategy to purchase businesses based on the differentials between public and private market valuations. Acacia leverages its (i) access to flexible capital that can be deployed opportunistically as a result of its strategic partnership with Starboard, (ii) disciplined focus on identifying opportunities where it can be an advantaged buyer, initiate a transaction opportunity spontaneously, avoid a traditional sale process and complete the purchase of a business, division or other asset at an attractive price, (iii) willingness to invest across industries and in off-the-run, often misunderstood assets that suffer from a complexity or multi-factor discount, (iv) relationships and partnership abilities across functions and sectors, and (v) strong expertise in corporate governance and operational transformation. Acacia seeks to identify opportunities where it believes it is an advantaged buyer, where it can avoid structured sale processes and create the opportunity to purchase businesses, divisions and/or assets of companies at an attractive price due to Acacia's unique capabilities, relationships or expertise, or Acacia believes the target would be worth more to it than to other buyers. Additional information about Acacia and its subsidiaries is available at www.acaciaresearch.com.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed transaction between the Company and Starboard. This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, the Company plans to file with the Securities and Exchange Commission (the "SEC") and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Stockholders may obtain a free copy of the proxy statement and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov or on the Company's investor relations website at https://www.acaciaresearch.com/#InvestorRelations as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of the Company's directors and executive officers in the Company's Annual Report on Form 10-K filed on March 31, 2022 (the "Annual Report"). To the extent the holdings of the Company's securities by the Company's directors and executive officers have changed since the amounts set forth in the Annual Report, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed transaction will be included in the proxy statement relating to the proposed transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC's website at www.sec.gov and the investor relations page of the Company's website at https://www.acaciaresearch.com/#InvestorRelations.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon the Company's current expectations and speak only as of the date hereof. The Company's actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including the Company's ability to successfully implement its strategic plan, the ability to complete the transactions contemplated by the recently announced Recapitalization Agreement and changes to our relationship and arrangements with Starboard Value LP, the ability to successfully identify and complete strategic acquisitions of businesses, divisions, and/or assets, the ability to successfully develop licensing programs and attract new business, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments addressing licensing and enforcement of patents and/or intellectual property in general, general economic conditions, including the impact of the COVID-19 pandemic, and the success of the Company's investments. The Company's Annual Report on Form 10-K, and other SEC filings discuss some of the important risks and uncertainties that may affect the Company's business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
The results achieved by the Company in prior periods are not necessarily indicative of the results to be achieved by us in any subsequent periods. It is currently anticipated that the Company's financial results will vary, and may vary significantly, from quarter to quarter.
ACACIA RESEARCH CORPORATION |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
||||||||
(In thousands, except share and per share data) |
||||||||
|
|
|
|
|
||||
|
|
September 30, 2022 |
|
December 31, 2021 |
||||
|
|
(Unaudited) |
|
|
||||
ASSETS |
|
|
||||||
Current assets: |
|
|
||||||
Cash and cash equivalents |
$ |
241,874 |
|
$ |
308,943 |
|
||
Equity securities at fair value |
|
81,384 |
|
|
361,778 |
|
||
Equity securities without readily determinable fair value |
|
5,816 |
|
|
5,816 |
|
||
Investment securities - equity method investments |
|
72,106 |
|
|
30,934 |
|
||
Accounts receivable, net |
|
7,040 |
|
|
9,517 |
|
||
Inventories, net |
|
13,802 |
|
|
8,930 |
|
||
Prepaid expenses and other current assets |
|
5,173 |
|
|
4,764 |
|
||
Total current assets |
|
427,195 |
|
|
730,682 |
|
||
|
|
|
||||||
Long-term restricted cash |
|
? |
|
|
418 |
|
||
Property, plant and equipment, net |
|
3,700 |
|
|
4,183 |
|
||
Goodwill |
|
7,470 |
|
|
7,470 |
|
||
Other intangible assets, net |
|
39,692 |
|
|
48,793 |
|
||
Leased right-of-use assets |
|
2,393 |
|
|
2,027 |
|
||
Other non-current assets |
|
4,819 |
|
|
5,283 |
|
||
Total assets |
$ |
485,269 |
|
$ |
798,856 |
|
||
|
|
|
||||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY |
|
|
||||||
Current liabilities: |
|
|
||||||
Accounts payable |
$ |
5,097 |
|
$ |
5,440 |
|
||
Accrued expenses and other current liabilities |
|
9,258 |
|
|
6,227 |
|
||
Accrued compensation |
|
5,070 |
|
|
3,698 |
|
||
Royalties and contingent legal fees payable |
|
3,259 |
|
|
2,463 |
|
||
Deferred revenue |
|
1,403 |
|
|
1,114 |
|
||
Senior secured notes payable |
|
61,350 |
|
|
181,248 |
|
||
Total current liabilities |
|
85,437 |
|
|
200,190 |
|
||
|
|
|
||||||
Deferred revenue, net of current portion |
|
665 |
|
|
581 |
|
||
Series A warrant liabilities |
|
9,396 |
|
|
11,291 |
|
||
Series A embedded derivative liabilities |
|
22,389 |
|
|
18,448 |
|
||
Series B warrant liabilities |
|
59,742 |
|
|
96,378 |
|
||
Long-term lease liabilities |
|
2,186 |
|
|
2,027 |
|
||
Deferred income tax liabilities, net |
|
2,710 |
|
|
18,552 |
|
||
Other long-term liabilities |
|
1,781 |
|
|
6,161 |
|
||
Total liabilities |
|
184,306 |
|
|
353,628 |
|
||
|
|
|
||||||
Commitments and contingencies |
|
|
||||||
|
|
|
||||||
Series A redeemable convertible preferred stock, par value $0.001 per share; stated value $100 per share; 350,000 shares authorized, issued and outstanding as of September 30, 2022 and December 31, 2021; aggregate liquidation preference of $35,000 as of September 30, 2022 and December 31, 2021 |
|
18,482 |
|
|
14,753 |
|
||
|
|
|
||||||
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; 38,540,276 and 48,807,748 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively |
|
38 |
|
|
49 |
|
||
Treasury stock, at cost, 16,183,703 and 5,388,469 shares as of September 30, 2022 and December 31, 2021, respectively |
|
(98,258 |
) |
|
(47,281 |
) |
||
Additional paid-in capital |
|
644,329 |
|
|
648,389 |
|
||
Accumulated deficit |
|
(288,403 |
) |
|
(181,724 |
) |
||
Total Acacia Research Corporation stockholders' equity |
|
257,706 |
|
|
419,433 |
|
||
|
|
|
||||||
Noncontrolling interests |
|
24,775 |
|
|
11,042 |
|
||
|
|
|
||||||
Total stockholders' equity |
|
282,481 |
|
|
430,475 |
|
||
|
|
|
||||||
Total liabilities, redeemable convertible preferred stock, and stockholders' equity |
$ |
485,269 |
|
$ |
798,856 |
|
||
ACACIA RESEARCH CORPORATION |
||||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||||||||||
(In thousands, except share and per share data) |
||||||||||||||||
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
|
|
|
|
|
||||||||||||
Revenues: |
|
|
|
|
||||||||||||
Intellectual property operations |
$ |
6,320 |
|
$ |
1,582 |
|
$ |
16,997 |
|
$ |
24,785 |
|
||||
Industrial operations |
|
9,558 |
|
|
? |
|
|
29,105 |
|
|
? |
|
||||
Total revenues |
|
15,878 |
|
|
1,582 |
|
|
46,102 |
|
|
24,785 |
|
||||
|
|
|
|
|
||||||||||||
Costs and expenses: |
|
|
|
|
||||||||||||
Cost of revenues - intellectual property operations |
|
5,282 |
|
|
3,959 |
|
|
14,480 |
|
|
18,525 |
|
||||
Cost of sales - industrial operations |
|
4,648 |
|
|
? |
|
|
13,432 |
|
|
? |
|
||||
Engineering and development expenses - industrial operations |
|
156 |
|
|
? |
|
|
491 |
|
|
? |
|
||||
Sales and marketing expenses - industrial operations |
|
2,119 |
|
|
? |
|
|
6,429 |
|
|
? |
|
||||
General and administrative expenses |
|
15,038 |
|
|
10,345 |
|
|
36,813 |
|
|
23,014 |
|
||||
Total costs and expenses |
|
27,243 |
|
|
14,304 |
|
|
71,645 |
|
|
41,539 |
|
||||
Operating loss |
|
(11,365 |
) |
|
(12,722 |
) |
|
(25,543 |
) |
|
(16,754 |
) |
||||
|
|
|
|
|
||||||||||||
Other (expense) income: |
|
|
|
|
||||||||||||
Equity securities investments: |
|
|
|
|
||||||||||||
Change in fair value of equity securities |
|
(36,352 |
) |
|
66,502 |
|
|
(266,202 |
) |
|
115,509 |
|
||||
Gain on sale of equity securities |
|
36,060 |
|
|
37,688 |
|
|
114,434 |
|
|
53,124 |
|
||||
Earnings on equity investment in joint venture |
|
850 |
|
|
? |
|
|
42,935 |
|
|
2,737 |
|
||||
Net realized and unrealized gain (loss) |
|
558 |
|
|
104,190 |
|
|
(108,833 |
) |
|
171,370 |
|
||||
Change in fair value of investment |
|
? |
|
|
? |
|
|
? |
|
|
(2,752 |
) |
||||
Gain on sale of investment |
|
? |
|
|
? |
|
|
? |
|
|
3,591 |
|
||||
Change in fair value of the Series A and B warrants and embedded derivatives |
|
41,638 |
|
|
619 |
|
|
34,590 |
|
|
(203,866 |
) |
||||
Loss on foreign currency exchange |
|
(1,905 |
) |
|
(17 |
) |
|
(4,532 |
) |
|
(193 |
) |
||||
Interest expense on Senior Secured Notes |
|
(1,072 |
) |
|
(2,378 |
) |
|
(5,532 |
) |
|
(5,142 |
) |
||||
Interest income and other, net |
|
1,221 |
|
|
76 |
|
|
3,091 |
|
|
135 |
|
||||
Total other income (expense) |
|
40,440 |
|
|
102,490 |
|
|
(81,216 |
) |
|
(36,857 |
) |
||||
|
|
|
|
|
||||||||||||
Income (loss) before income taxes |
|
29,075 |
|
|
89,768 |
|
|
(106,759 |
) |
|
(53,611 |
) |
||||
|
|
|
|
|
||||||||||||
Income tax (expense) benefit |
|
(679 |
) |
|
(11 |
) |
|
14,399 |
|
|
(531 |
) |
||||
|
|
|
|
|
||||||||||||
Net income (loss) including noncontrolling interests in subsidiaries |
|
28,396 |
|
|
89,757 |
|
|
(92,360 |
) |
|
(54,142 |
) |
||||
|
|
|
|
|
||||||||||||
Net income attributable to noncontrolling interests in subsidiaries |
|
(306 |
) |
|
? |
|
|
(14,319 |
) |
|
(906 |
) |
||||
|
|
|
|
|
||||||||||||
Net income (loss) attributable to Acacia Research Corporation |
$ |
28,090 |
|
$ |
89,757 |
|
$ |
(106,679 |
) |
$ |
(55,048 |
) |
||||
|
|
|
|
|
||||||||||||
Income (loss) per share: |
|
|
|
|
||||||||||||
Net income (loss) attributable to common stockholders - Basic |
$ |
20,587 |
|
$ |
73,110 |
|
$ |
(112,507 |
) |
$ |
(58,595 |
) |
||||
Weighted average number of shares outstanding - Basic |
|
38,052,426 |
|
|
48,949,504 |
|
|
42,830,700 |
|
|
48,759,873 |
|
||||
Basic net income (loss) per common share |
$ |
0.54 |
|
$ |
1.49 |
|
$ |
(2.63 |
) |
$ |
(1.20 |
) |
||||
Net income (loss) attributable to common stockholders - Diluted |
$ |
1,539 |
|
$ |
80,308 |
|
$ |
(112,507 |
) |
$ |
(58,595 |
) |
||||
Weighted average number of shares outstanding - Diluted |
|
71,164,236 |
|
|
93,081,502 |
|
|
42,830,700 |
|
|
48,759,873 |
|
||||
Diluted net income (loss) per common share |
$ |
0.02 |
|
$ |
0.86 |
|
$ |
(2.63 |
) |
$ |
(1.20 |
) |
||||
Attachment A
The following table illustrates the anticipated sequential impact of each component of the recapitalization transactions on pro forma book value through the expected completion of such transactions through July 2023:
Pro Forma Book Value at 9/30/2022 |
|
|
|
Q4-22 |
|
Q1-23 |
|
Q2-23 |
|
Q3-23 |
||||||||||||||||||||
$ in Millions |
|
Basic |
|
Series A
|
Series A
|
Remove
|
Transaction
|
12/31/22
|
|
Rights
|
3/31/23
|
|
Series A
|
Remove
|
6/30/23
|
|
Senior
|
Series B
|
Series B
|
Remove
|
9/30/23
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents |
|
241.9 |
|
|
18.3 |
(9.0 |
) |
|
(9.4 |
) |
241.8 |
|
|
78.8 |
320.5 |
|
|
|
|
320.5 |
|
|
(1.4 |
) |
55.0 |
(66.0 |
) |
|
308.2 |
|
Equity securities at fair value |
|
81.4 |
|
|
|
|
|
|
81.4 |
|
|
|
81.4 |
|
|
|
|
81.4 |
|
|
|
|
|
|
81.4 |
|
||||
Equity securities without readily determinable fair value |
|
5.8 |
|
|
|
|
|
|
5.8 |
|
|
|
5.8 |
|
|
|
|
5.8 |
|
|
|
|
|
|
5.8 |
|
||||
Investment securities - equity method investments |
|
72.1 |
|
|
|
|
|
|
72.1 |
|
|
|
72.1 |
|
|
|
|
72.1 |
|
|
|
|
|
|
72.1 |
|
||||
Other assets |
|
84.1 |
|
|
|
|
|
|
84.1 |
|
|
|
84.1 |
|
|
|
|
84.1 |
|
|
|
|
|
|
84.1 |
|
||||
Total assets |
|
485.3 |
|
|
18.3 |
(9.0 |
) |
- |
(9.4 |
) |
485.2 |
|
|
78.8 |
563.9 |
|
|
- |
- |
563.9 |
|
|
(1.4 |
) |
55.0 |
(66.0 |
) |
- |
551.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Notes payable |
|
(61.4 |
) |
|
|
|
|
|
(61.4 |
) |
|
|
(61.4 |
) |
|
|
|
(61.4 |
) |
|
61.4 |
|
|
|
|
- |
|
|||
Warrant and derivative liabilities |
|
(91.5 |
) |
|
|
|
9.4 |
|
(82.1 |
) |
|
|
(82.1 |
) |
|
|
22.4 |
(59.7 |
) |
|
|
|
|
59.7 |
- |
|
||||
Other liabilities |
|
(31.4 |
) |
|
|
|
|
|
(31.4 |
) |
|
|
(31.4 |
) |
|
|
|
(31.4 |
) |
|
|
|
|
|
(31.4 |
) |
||||
Total liabilities |
|
(184.3 |
) |
|
- |
- |
|
9.4 |
- |
|
(174.9 |
) |
|
- |
(174.9 |
) |
|
- |
22.4 |
(152.5 |
) |
|
61.4 |
|
- |
- |
|
59.7 |
(31.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Preferred stock |
|
(18.5 |
) |
|
|
|
|
|
(18.5 |
) |
|
|
(18.5 |
) |
|
18.5 |
|
- |
|
|
|
|
|
|
- |
|
||||
Total liabilities and preferred stock |
|
(202.8 |
) |
|
- |
- |
|
9.4 |
- |
|
(193.4 |
) |
|
- |
(193.4 |
) |
|
18.5 |
22.4 |
(152.5 |
) |
|
61.4 |
|
- |
- |
|
59.7 |
(31.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Book value - stockholders equity |
|
282.5 |
|
|
18.3 |
(9.0 |
) |
9.4 |
(9.4 |
) |
291.8 |
|
|
78.8 |
370.5 |
|
|
18.5 |
22.4 |
411.4 |
|
|
60.0 |
|
55.0 |
(66.0 |
) |
59.7 |
520.1 |
|
Shares outstanding - basic |
|
38.5 |
|
|
5.0 |
- |
|
- |
- |
|
43.5 |
|
|
15.0 |
58.5 |
|
|
9.6 |
- |
68.1 |
|
|
16.4 |
|
15.1 |
- |
|
- |
99.6 |
|
Book value per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.22 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
KPIs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents |
|
241.9 |
|
|
|
|
|
|
241.8 |
|
|
|
320.5 |
|
|
|
|
320.5 |
|
|
|
|
|
|
308.2 |
|
||||
Cash and equity securities at fair value |
|
323.3 |
|
|
|
|
|
|
323.1 |
|
|
|
401.9 |
|
|
|
|
401.9 |
|
|
|
|
|
|
389.5 |
|
||||
Cash and equity securities at fair value / share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.91 |
|
*Note: This amount reflects a portion of the $75.0 million payment the Company intends to make to Starboard in consideration for the early exercise of the Series A warrants, Series B warrants, and convertible preferred stock. |
**Note: The amounts in this column assume Starboard purchases an aggregate of 15.0 million shares in the rights offering and further assume no participation in the rights offering by any other stockholders. |
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