<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the Quarter Ended March 31, 1997 Commission File No. 0-26068
<TABLE>
ACACIA RESEARCH CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
<S> <C>
California 95-4405754
- ----------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation organization) (I.R.S. Employer Identification No.)
12 South Raymond Avenue, Pasadena CA 91105
- ----------------------------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 449-6431
</TABLE>
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 .
----- -----
At March 31, 1997, 2,078,172 shares of common stock, no par value, of the
Registrant were outstanding.
<PAGE>
The Registrant submits its second amendment to its Form 10-Q for the period
ended March 31, 1997 to restated its consolidated financial statements to
include the accounts of CombiMatrix Corporation on a consolidated basis.
ACACIA RESEARCH CORPORATION
Table Of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet.................................3
Consolidated Statement of Operations.......................4
Consolidated Statement of Cash Flows.......................5
Notes to Consolidated Financial Statements.................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..................................9
PART II. OTHER INFORMATION..................................................12
Signature..........................................................13
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
ACACIA RESEARCH CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
<TABLE>
<CAPTION>
(Unaudited)
March 31, 1997 December 31, 1996
---------------- -------------------
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ 512,775 $ 292,701
Distributions receivable 0 400,000
Notes receivable 799,500 820,500
Receivables from affiliates 46,588 52,592
Other receivables 213,827 295,546
Prepaid expenses 233,373 219,027
Deferred tax benefit 272 272
------------ ------------
Total current assets 1,806,335 2,080,638
Equipment, furniture, and fixtures 219,563 202,049
Other assets
Investments in unconsolidated subsidiaries, at equity 1,341,889 1,494,671
Investment in unconsolidated subsidary, at cost 1,233,000 1,233,000
Partnership interests, at equity 679,039 625,405
Organization costs, net of accumulated amortization 2,715 3,169
------------ ------------
Total assets $ 5,282,541 $ 5,638,932
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 259,361 $ 90,599
Income taxes payable 800 0
Legal settlement payable 460,000 0
Note payable 450,000 552,500
------------ ------------
Total current liabilities 1,170,161 643,099
Deferred tax liability 150,996 193,503
------------ ------------
Total liabilities 1,321,157 836,602
Commitments and contingencies
Minority interest 405,544 380,329
Stockholders' equity
Common stock, no par value, 10,000,000 shares authorized,
2,078,172 shares in 1997 and 1,970,672 shares in 1996
issued and outstanding 4,255,743 4,081,993
(Accumulated deficit) retained earnings (654,011) 428,760
Less stock subscription receivable (45,892) (88,752)
------------ ------------
Total stockholders' equity 3,555,840 4,422,001
------------ ------------
Total liabilities and stockholders' equity $ 5,282,541 $ 5,638,932
------------ ------------
------------ ------------
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
ACACIA RESEARCH CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Three Months Ended
March 31, 1997 March 31, 1996
------------------- ------------------
<S> <C> <C>
Revenues
Gains on sales of securities, net $ 50,000 $ 552,366
Unrealized gain attributable to issuance of common
stock by affiliate 0 1,066,408
(Losses) equity in earnings of investments (117,257) 174,766
Management fees 32,202 6,225
Interest income 14,915 27,916
----------- ------------
Total revenues, net of investment (losses) income (20,140) 1,827,681
Legal settlement expense 460,000 0
Marketing, general, and administrative 712,522 427,285
----------- ------------
(Loss) income before minority interest and taxes (1,192,692) 1,400,396
Minority interest in net loss of consolidated subsidiary (69,784) (6,625)
----------- ------------
(Loss) income before provision for income taxes (1,122,878) 1,407,021
(Benefit) provision for income taxes (40,107) 527,231
----------- ------------
Net (loss) income $(1,082,771) $ 879,790
----------- ------------
----------- ------------
(Loss) earnings per common share
Primary ($0.53) $0.34
Fully diluted ($0.53) $0.33
Weighted average number of common and common equivalent
shares for computation of (loss) income per share
Primary 2,038,450 2,621,948
Fully diluted 2,038,450 2,665,035
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE>
ACACIA RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1997 and 1996
(Unaudited)
(Unaudited) (Unaudited)
Three Months Ended Three Months Ended
Mar. 31, 1997 Mar. 31, 1996
------------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (1,082,771) $ 879,790
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Legal settlement expense 460,000 0
Depreciation and amortization 12,529 4,001
Deferred taxes (42,507) 473,288
Gains on sales of securities (50,000) (552,366)
Undistributed loss (earnings) of affiliates 117,257 (174,766)
Minority interest in net loss (69,784) (6,625)
Unrealized gain attributable to issuance of common stock by affiliate 0 (1,066,408)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable,
prepaid expenses, and other assets 49,263 (66,014)
Increase (decrease) in accounts payable,
accrued expenses, and income taxes payable 169,562 (85,078)
------------- -------------
Net cash (used in) operating activities (436,451) (594,178)
Cash flows from investing activities:
Purchase of equity investments 0 (200,000)
Payment received on advances to affiliate 10,592 114,247
Advances to affiliates (4,588) (66,300)
Proceeds from sales of securities 50,000 564,800
Distributions received 400,000 0
Payments received on notes receivable 21,000 356,249
Capital expenditures (29,589) (16,833)
------------- -------------
Net cash provided by investing activities 447,415 752,163
Cash flows from financing activities:
Payments on notes payable (102,500) 0
Proceeds from common stock subscriptions 95,000 115,000
Proceeds from sale of common stock 216,610 26,750
------------- -------------
Net cash provided by financing activities 209,110 141,750
------------- -------------
Increase in cash and cash equivalents 220,074 299,735
Cash and cash equivalents, beginning 292,701 788,611
------------- -------------
Cash and cash equivalents, ending $ 512,775 $1,088,346
------------- -------------
------------- -------------
</TABLE>
SEE ACCOMPANYING NOTES
5
<PAGE>
ACACIA RESEARCH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Acacia Research Corporation (the "Company") was incorporated on January 25,
1993 under the laws of the State of California. The Company provides
investment advisory services, and also provides management services to, and
makes direct investments in, emerging corporations. The Company has
significant economic interests in five companies that it has formed and
takes an active role in each company's growth and advancement. These
companies are: Whitewing Labs, Inc., MerkWerks Corporation, CombiMatrix
Corporation, Soundview Technologies Incorporated, and Greenwich Information
Technologies LLC. In addition, as a registered investment advisor, the
Company is a general partner in two private investment partnerships, and is
an investment advisor to two offshore investment corporations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - In the opinion of management, the accompanying
unaudited consolidated financial statements contain all adjustments, which
consist only of normal recurring adjustments necessary to present fairly
the consolidated financial position of the Company and its subsidiaries at
March 31, 1997 and the consolidated results of operations and cash flows
for the three months ended March 31, 1997 and 1996. This interim financial
information and notes thereto should be read in conjunction with the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1996.
The Company's consolidated results of operations and cash flows for interim
periods are not necessarily indicative of the results to be expected for
any other interim period or the full year.
(LOSS) INCOME PER COMMON SHARE - Income per common share for the three
months ended March 31, 1996 has been computed based on the weighted average
number of common shares outstanding plus the common shares that would be
outstanding assuming conversion of common stock options and warrants, which
are considered to be common stock equivalents, using the treasury stock
method. Loss per common share for the three months ended March 31, 1997
has been computed based on the weighted average number of common shares
outstanding, and excludes common stock equivalents because the effect of
their inclusion on the loss per common share computation is anti-dilutive.
RECLASSIFICATIONS - Certain reclassifications of 1996 balances have been
made to conform to the 1997 presentation.
NEW PRONOUNCEMENTS - In February 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" ("SFAS 128"). SFAS 128 establishes new standards for computing
and presenting earnings per share ("EPS") and supersedes APB Opinion No.
15, "Earnings Per Share." SFAS 128 replaces the presentation of primary
EPS with a presentation of basic EPS. It also requires dual presentation
of basic and diluted EPS on the face of the income statement for all
entities with complex capital structures, and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. SFAS 128 becomes effective
for the Company for the year ending December 31, 1997. Pro forma results
for the first quarter of 1997 and 1996, assuming the application of SFAS
128, are as follows:
For Three Months Ended
----------------------
March 31, 1997 March 31, 1996
-------------- ---------------
Basic (loss) earnings per share ($0.53) $0.47
Diluted (loss) earnings per share ($0.53) $0.33
RESTATEMENT OF 1996 AND THE THREE MONTHS ENDED MARCH 31, 1997. The Company's
consolidated financial statements for the year ended December 31, 1996 and
the three months ended March 31, 1997 and March 31, 1996 have been restated
to include the accounts of CombiMatrix Corporation on a consolidated basis.
The Company's ownership interest in CombiMatrix exceeded 50% as of December
31, 1996, but was expected to decline below 50% based on planned offerings of
common stock by CombiMatrix Corporation and, therefore, was previously
reported under the equity method. However, the Securities and Exchange
Commission has determined that the exception for temporary control is
applicable only if control is likely to be lost in the near term as a result
of the probable occurrence of events that lie outside of the Company's
control.
6
<PAGE>
ACACIA RESEARCH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. COMMITMENTS AND CONTINGENCIES
LITIGATION SETTLEMENT - On May 7, 1997, the Company entered into a
Settlement Agreement terminating a lawsuit brought by Ann P. Hodges, a
former director of the Company, and her husband Christopher D. Hodges. The
suit alleged that the Company breached a contract with Ann Hodges by
improperly refusing to permit her to exercise an option to purchase 100,000
shares of common stock of the Company, and sought $950,000 in damages from
the Company. Under the terms of the Settlement Agreement, the Hodges will
receive $25,000 in cash and options to purchase 120,600 shares of the
Company's Common Stock at an exercise price equal to $4.25 per share. The
underlying shares will vest over a period of 18 months, and remain
exercisable to the extent the Hodges realize total profits of up to
$475,000 (measured as the aggregate difference between the market value of
the shares on the date of exercise and the exercise price). If, following
the exercise or termination of the option, the Hodges have not realized
profits of $475,000, the Company would be obligated to make a cash payment
to the Hodges equal to the shortfall. For the purposes of these financial
statements, the estimated fair value of this settlement is $460,000, which
has been charged to legal settlement expense in the consolidated statement
of operations for the three months ended March 31, 1997.
4. NOTES RECEIVABLE
As of March 31, 1997 and 1996, the Company held promissory notes from
individuals related to the sale of common stock owned by the Company in
Whitewing Labs, Inc. These notes generally bear interest at 5% per annum
and are generally secured by the common stock sold.
The following is a summary of notes receivable at March 31, 1997 and
December 31, 1996:
1997 1996
--------- ---------
Notes receivable due from stockholders, secured $ 560,000 $ 560,000
Notes receivable, secured 798,750 798,750
Notes receivable, unsecured - 21,000
---------- ----------
1,358,750 1,379,750
Less: allowance for losses (559,250) (559,250)
---------- ----------
Total notes receivable $ 799,500 $ 820,500
---------- ----------
---------- ----------
Interest receivable on these notes amounted to approximately $102,300, and
$85,500, as of March 31, 1997 and December 31, 1996, respectively.
5. NOTE PAYABLE
As of March 31, 1997, the Company has a note payable to Greenwich
Information Technologies LLC in connection with the purchase of an equity
interest in that entity. This note has a balance of $450,000 as of March
31, 1997 and bears interest at 6.5% per annum. The note calls for monthly
principal payments of $25,000 to $50,000 per month, with the final payment
due in December 1997. The Company has pledged a portion of its membership
interest in Greenwich Information Technologies as security for this note.
6. COMMON STOCK SUBSCRIPTIONS
Common stock subscriptions as of March 31, 1997 and December 31, 1996
consist of promissory notes due from individuals on the purchase of common
stock and the exercise of stock options. These notes generally bear
interest at 4% to 5% per annum. The notes are due in full in 1997. As of
March 31, 1997 and December 31, 1996 the outstanding balances due on these
notes was $45,892 and $88,752, respectively. Other receivables includes
interest receivable of for $6,700 in 1997, and $5,700 for 1996 on these
notes. Subsequent to the balance sheet date, approximately $14,000 has
been received on this note.
7
<PAGE>
ACACIA RESEARCH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. RECEIVABLES FROM AFFILIATES
Receivables from affiliates generally represent advances to the Company's
affiliates. As of March 31, 1997 and December 31, 1996, receivables from
affiliates include advances to Whitewing Labs, Inc. of approximately
$27,000 and Soundview Technologies of approximately $20,000. Subsequent to
March 31, 1997, Whitewing Labs, Inc. has paid advances due the Company in
full.
8. GAIN ON ISSUANCE OF STOCK BY EQUITY INVESTEE
In February 1996, Whitewing Labs, Inc. issued approximately, 1.1 million
shares of common stock as part of a public offering of its common stock.
The issuance of stock reduced the Company's ownership interest from
approximately 38% to approximately 18%. This transaction resulted in a
noncash pretax gain of approximately $1.1 million for the Company.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion is based primarily on the consolidated balance sheet
of the Company as of March 31, 1997, and on the operations of the Company for
the period from January 1, 1997 to March 31, 1997. The following discussion
compares the activities for the three months ended March 31, 1997 to the
activities for the three months ended March 31, 1996. This information
should be read in conjunction with the accompanying consolidated financial
statements and notes thereto.
RESULTS OF OPERATIONS
REVENUES
The Company reported revenues net of investment losses of $20,140 in the
three months ended March 31, 1997 compared to revenues of $1,827,681 for
the three months ended March 31, 1996.
GAINS ON SALES OF SECURITIES, NET. Net gains on sales of securities
decreased from $552,366 for the three months ended March 31, 1996 to
$50,000 for the three months ended March 31, 1997. Such gain for the three
months ended March 31, 1997 is comprised of gains on sales of interests in
CombiMatrix Corporation. However, the Company continued to maintain a 52%
ownership interest as of March 31, 1997. The year-earlier gain of $552,366
represents a gain from sales of shares of MerkWerks Corporation and
CombiMatrix Corporation. During the period ended in 1997, the Company sold
a smaller portion of its assets, focusing instead on the development of its
various business interests. During the period ended in 1996, the Company
sold a larger portion of its holdings primarily to raise the capital
necessary to acquire interests in new companies as well as provide working
capital for ongoing operations. Until the Company generates sufficient
revenue from operations of its various business concerns, the Company, from
time to time, may sell a portion of its equity interests when that interest
has appreciated to a value that management believes is prudent and market
conditions are favorable. However, the Company intends to retain
significant interests in its current and future holdings.
UNREALIZED GAIN ATTRIBUTABLE ON ISSUANCE OF COMMON STOCK BY AFFILIATE. In
February 1996, shares of Whitewing Labs, Inc. were sold in an initial
public offering. This initial public offering of shares reduced the
Company's ownership interest in Whitewing Labs from 38.3% to 18.4%. As a
result of this offering, under generally accepted accounting principles,
the Company reported an unrealized gain of $1,066,408, representing an
increase in the book value of the shares of Whitewing Labs that the Company
retained following the initial public offering. Management does not
anticipate recognizing any similar gain in relation to shares of Whitewing
Labs. However, the Company does anticipate future gains of this nature
with respect to other subsidiaries if they become publicly offered
entities.
EQUITY (LOSSES) IN EARNINGS OF INVESTMENTS. The Company reported losses
attributable to earnings of investments of $117,257 for the three months
ended March 31, 1997, compared to earnings of $174,766 for the year-earlier
period. Such losses for the period ended March 31, 1997 are comprised of a
gain of $38,095 on the Company's capital investments as a general partner
in two private investment partnerships offset by a loss of $118,180 for the
Company's investment in Whitewing Labs, and a loss of $34,602 for the
Company's investment in Greenwich Information Technologies, as determined
by the equity method of accounting. Such losses during the three months
ended March 31, 1997 also included a loss of $2,570 attributable to the
Company's investment in CombiMatrix.
MANAGEMENT FEES. For the three months ended March 31, 1997, management fee
income, which includes a modest amount of performance fee income, increased
to $32,202 over management fee income of $6,225 generated during the first
three months in 1996. The Company derived management fees in the period
ended March 31, 1997 from four investment funds managed by the Company, two
of which began operations in April and June of 1996. Therefore, during the
period in 1996, the Company derived management fees from only two of its
managed funds.
9
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
EXPENSES
Marketing, general and administrative expenses increased from $427,285 for
the three months ended March 31, 1996 to $712,522 for the three months
ended March 31, 1997. This increase is primarily due to costs associated
with the Company's efforts in developing its various business enterprises
and exploring new opportunities for the Company and its affiliates and, to
some extent, costs incurred in the litigation and settlement of a lawsuit
as well as expenses incurred by CombiMatrix during the three months ended
in 1997 compared to virtually no such expenses during the same period in
1996. Salary expenses for the period ended March 31, 1997 increased due to
increases in salaries and an increase in personnel.
The Company also incurred a one-time charge of $460,000 relating to a legal
settlement. Management of the Company believes that settling this
litigation on the agreed upon terms prevented unnecessary litigation costs
as well as the unnecessary diversion of Company resources and was in the
best interests of the Company (See "PART II. - OTHER INFORMATION - Item I.
Legal Proceedings").
PROVISION FOR INCOME TAXES
For the three month period ended March 31, 1997, the Company recorded a
benefit of $40,107 as compared to an income tax expense of $527,231 for the
same period in fiscal 1996. The difference is attributable to losses
during the three months ended March 31, 1997 versus income generated during
the three months ended March 31, 1996.
INFLATION
Inflation has not had a significant impact on the Company.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1997, the Company had cash and cash equivalents of $512,775,
working capital of $636,174, and a ratio of current assets to current
liabilities of 1.5 to 1. During the period ended March 31, 1997, the Company
issued a Promissory Note to Greenwich Information Technologies LLC in the
principal amount of $525,000, whereby the Company will make payments to
Greenwich Information Technologies of a minimum of $25,000 each month from
February 1, 1997 through July 1, 1997; $50,000 each month from August 1, 1997
to December 1, 1997; and pay the outstanding principal plus any accrued and
unpaid interest by December 31, 1997. The Note bears a simple interest rate
of 6.5% per annum. The Company also executed a Pledge Agreement in
connection with the Promissory Note whereby the Company pledged a portion of
its membership interest in Greenwich Information Technologies, while
retaining voting and distribution rights to such membership interest, in
order to secure the Company's obligations under the Promissory Note. Should
the Company default on the Promissory Note, the Company could lose a
substantial portion of its membership interest. As of March 31, 1997, the
Company has paid $75,000 towards the note and has a principal balance owing
of $450,000.
The Company has partnership interests in the two private investment
partnerships of which it is a general partner. The Company received
distributions from these investments totalling $400,000 during the period
ended March 31, 1997. The value of its partnership interests as of March 31,
1997 is approximately $680,000.
The Company anticipates that although revenues from operations, together with
working capital reserves may provide necessary funds for its operating
expenses in the foreseeable future, the Company may also seek additional
financing to fund these expenses as well as new business opportunities. In
addition, there can be no assurance that the Company will not encounter
unforeseen difficulties that may deplete its capital resources more rapidly
than anticipated. Any efforts to seek additional funds could be made through
equity, debt, or other external financing and there can be no assurance that
additional funding, if necessary, will be available on favorable terms, if at
all. Moreover, the development and expansion of the Company's business could
place significant demands on the Company's infrastructure, and may require
the Company to hire additional personnel, to implement additional operating
and financial controls, install additional reporting and management
information systems, and otherwise improve and expand the Company's business.
The Company's future operating results will depend on management's ability
to manage future growth, and there can be no assurance that efforts to manage
future growth will be successful.
10
<PAGE>
NEW PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
SFAS 128 establishes new standards for computing and presenting earnings per
share ("EPS") and supersedes APB Opinion No. 15, "Earnings Per Share." SFAS
128 replaces the presentation of primary EPS with a presentation of basic
EPS. It also requires dual presentation of basic and diluted EPS on the face
of the income statement for all entities with complex capital structures, and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
SFAS 128 becomes effective for the Company for the year ending December 31,
1997. Pro forma results for the first quarter of 1997 and 1996, assuming the
application of SFAS 128, are as follows:
For Three Months Ended
----------------------
March 31, 1997 March 31, 1996
-------------- --------------
Basic (loss) earnings per share ($0.53) $0.47
Diluted (loss) earnings per share ($0.53) $0.33
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Reference is made in particular to the description of the Company's
plans and objectives for future operations, assumptions underlying such plans
and objectives, and other forward-looking statements included in this report.
Such statements may be identified by the use of forward-looking terminology
such as "may," "will," "expect," "believe," "estimate," "anticipate,"
"intend," "continue," or similar terms, variations of such terms or the
negative of such terms. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties, which
could cause actual results to differ materially from those described in the
forward-looking statements. Such statements address future events and
conditions concerning capital expenditures, earnings, litigation, regulatory
matters, markets for products and services, liquidity and capital resources,
and accounting matters. Actual results in each case could differ materially
from those anticipated in such statements by reason of factors such as future
economic conditions, changes in consumer demand, legislative, regulatory and
competitive developments in markets in which the Company and its affiliates
operate, and other circumstances affecting anticipated revenues and costs.
The Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on which any
such statement is based. Additional factors that could cause such results to
differ materially from those described in the forward-looking statements are
set forth in connection with the forward-looking statement.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
Current report event date April 29, 1997 (Item 4 and Item 7)
12
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ACACIA RESEARCH CORPORATION
By: /s/ R. BRUCE STEWART
-------------------------------------------------------
R. Bruce Stewart
Chief Financial Officer (principal financial officer)
Date: August 13, 1997
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 512,775
<SECURITIES> 0
<RECEIVABLES> 799,500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,806,335
<PP&E> 277,068
<DEPRECIATION> 57,505
<TOTAL-ASSETS> 5,282,541
<CURRENT-LIABILITIES> 1,170,161
<BONDS> 0
0
0
<COMMON> 4,209,851
<OTHER-SE> (654,011)
<TOTAL-LIABILITY-AND-EQUITY> 5,282,541
<SALES> 0
<TOTAL-REVENUES> (20,140)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,122,878)
<INCOME-TAX> (40,107)
<INCOME-CONTINUING> (1,082,771)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,082,771)
<EPS-PRIMARY> (0.53)
<EPS-DILUTED> (0.53)
</TABLE>
