Acacia Research Corporation

Good day, ladies and gentlemen, and welcome to the Acacia Research Second Quarter 2022 Financial Results Call. At this time, all participants have been placed on a listen-only mode, and the floor will be open for questions and comments after the presentation. It is now my pleasure to turn the floor over to your host, Rob Fink of SNKIR. Sir, the floor is yours.

Thank you, Operator. Hosting the call today are Clifford Press Chief Executive Officer and Rich Rosenthal Chief Financial Officer. Before beginning, I would like to remind everyone that the information provided during this call may contain forward-looking statements relating to current expectations, estimates, forecasts, and projections about future events that are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the company's plans, objectives, and expectations for future operations and are based on current estimates and projections. future results, or trends. Actual results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, please see the risk factor section described in Acacia's annual report on Form 10-K and quarterly reports on Form 10-Q that are filed with the SEC. I'd also like to remind everyone that a press release disclosing the company's financial results were issued this morning before the market opened. This release may be accessed on the company's website at acaciaresearch.com under the News and Events tab. With all that said, I'd now like to turn the call over to Clifford. Clifford, the call is yours.

Thanks, Rob, and good morning, everyone. Before discussing the results of the last quarter, if I look back over what has been achieved over the past two and a half years, it's become clear that our ongoing partnership with Starboard has added immense value to Acacia. Starboard's initial capital commitment enabled the company to establish the acquisition platform and initiate key initial investments. This relationship and the investments it has facilitated has propelled rapid value creation at the company. More importantly, it has allowed us to develop a differentiated approach to acquire operating entities and other assets as an advantaged buyer, unencumbered by the mandates and timelines that have constrained others. Our collaboration with Starboard Value has been built on the basis of contractual arrangements that have now matured. The appreciation in value has highlighted the need to revisit and expand on the terms of that initial partnership. In particular, we believe that simplifying Starboard's ownership structure in Acacia with clarity on capital resources can better position the company for the next phase of development. We are working with Starboard on simplifying this current ownership structure. Our board of directors has formed a special committee of directors not affiliated or associated with Starboard. The special committee has retained both financial and legal advisors to assist with evaluating and negotiating a resolution of these contractual arrangements. Given the complexity of our current capital structure and the fact that the derivative instruments are in the money, this will not be a simple transaction. It would be premature to provide an estimate regarding when or even if this new structure will be defined and there can be no assurance that the parties will be able to reach agreement on terms. Our M&A program continues to be active and we are expanding our pipeline of potential opportunities. Recent changes in equity and credit markets have reduced valuations and given us the opportunity to re-evaluate specific transactions in light of these changes. We have significant experience with complex transactions, especially situations where we see an opportunity to unlock value. We have established a clear focus on the type of opportunities that we are seeking. Simultaneously, we are increasing our base of capital. During the quarter, we realized an additional $5 million in gains from monetization of the Life Sciences portfolio as we continue to realize these positions. To date, we've generated $408 million of cash proceeds from this transaction. We continue to hold $156 million in assets. at market value for public companies and at cost or equity method accounting for private companies. One of these holdings is Viomet, which benefited from approval by the US Food and Drug Administration in April for a compound for the treatment of recurring yeast infections. This approval has triggered a milestone payment to Acacia of 26.7 million due by the end of this year, 2022, and importantly, sets the stage for commercialization of this novel product. In addition, our intellectual property business continues to generate value. During the quarter, this business generated 8.1 million in revenue, largely through licensing agreements related to recently acquired patent portfolios. During the second quarter, we also repurchased 6.1 million of our own shares, at an average price of $4.64 per share. Subsequent to the end of the quarter, we completed the $40 million buyback program that we announced in April. Coupled with our $15 million buyback program initiated in late 2021, we have retired 11.6 million shares, or 23% of shares outstanding. With that, I'd like to turn the call over to Rich Rosenstein, our CFO, to discuss the financial results.

Thank you, Clifford. GAAP book value at June 30th, 2022 was $268.2 million, or $6.60 per basic share, compared to $345.5 million, or $7.42 per basic share at March 31st, and $430.5 million, or $8.80 per share as of December 31st, 2021. This GAAP book value includes the impact of all warrant and embedded derivative liabilities on our balance sheet, which in turn reflects the impact of the increase in the company's share price over time. As these liabilities would be extinguished upon exercise or expiration of these warrants and convertible preferred stock, we think it is more useful to consider our book value should all of these instruments be converted. On this basis, assuming full exercise of all issued derivatives, Acacia's pro forma book value would rise to $911.3 million, or $5.87 per share, down from $952.2 million, or $5.91 per share, as of March 31, 2022, and $1.1 billion, or $6.51 per share, as of December 31, 2021. The primary reason for the decline in book value year to date is the decline in share prices of our security holdings during the quarter and the year as equity markets have broadly been under pressure. For the quarter, highlights of our financial performance include the following. Revenues for the second quarter of 2022 were $16.7 million compared to $17.4 million a year ago. Breaking that down, First, Printronics contributed $8.7 million in revenue in the quarter with no contribution in the comparable period in the prior year. Second, our intellectual property business generated $8.1 million of revenue related to patent assertion compared to $17.4 million in the second quarter last year. This is a reflection of the uneven nature of revenue timing in this business. General and administrative expenses were $10.7 million compared to $6.5 million in the second quarter last year due to the inclusion of Printronics operating expenses as well as increased business development and personnel expenses related to the company's transaction organization. Operating loss was $5.7 million in the quarter compared to operating income of $1.6 million a year ago. Breaking this down, Printronics contributed $1.1 million in operating loss primarily due to the seasonality in that business. Realized and unrealized loss on securities totaled $46.1 million in the quarter, a reflection of the decline in share prices of our security positions over the last three months. We did, however, realize $11.5 million in gains from sales of securities during the quarter, of which $5.2 million was from the sales of shares in our life sciences portfolio, which we continue to bring to realization. Our largest public position from this portfolio remains Oxford Nanopore. As of the end of June, we owned approximately 13.8 million shares of Oxford Nanopore, down from nearly 39 million shares prior to its IPO in September. Also, while not a realized gain, we did earn $28 million in milestone income for our share of Viomet in the quarter, bringing our total milestone income from that investment to date to $30 million, with the prospect of additional milestone and royalty income in the future. This investment was carried at approximately $20 million at the time of the acquisition of the portfolio. Our gap net loss was $61.5 million or $1.44 per diluted share compared to net income of $19.7 million or $0.23 per diluted share in the second quarter last year. We did recognize non-cash expense of $35.1 million related to the change in the fair value of the starboard warrants and derivative liabilities due to the appreciation in Acacia's share price during the quarter. We ended 2021 with a net operating loss carry forward of approximately $170 million. During the quarter, our realized gains have brought that down to just over $100 million. Recall that at the beginning of 2021, our NOL plus our capital loss carry forward stood at $286 million, meaning we've been able to realize nearly two-thirds of the NOL in just over a year, largely through harvested gains. Cash and securities at fair value totaled $390.3 million at June 30th, compared to $670.7 million at December 31st, 2021. Debt was $115.8 million in senior secured notes issued to Starboard Value, down from $181.2 million at December 31st, as we paid down $50 million in notes during the quarter. Subsequent to the end of the quarter, we repaid another $55 million in notes in the month of July, and the balance outstanding now stands at $60 million. More detail on these results have been made available in the press release issued this morning and in our quarterly report on Form 10-Q, which we will file with the SEC later today. Now let me turn the call back to Clifford for closing remarks.

Clifford? Thanks, Rich. In conclusion, We are pleased with the way our partnership with Starboard has developed, enabling us to establish our platform. I also note that pro forma book value per share has declined by 10% year-to-date, primarily attributable to the decline in the value of our Oxford Nanoport Technologies holdings. In reviewing overall market volatility during this period, we continue to direct our investment strategy to the types of opportunities that have embedded value realization potential to withstand these events in the future. And with that, we would be pleased to take your questions.

Ladies and gentlemen, the floor is now open for questions. If you have any questions or comments, please press star 1 on your phone at this time. We ask that while posing your question, you please pick up your handset of listening on speakerphone to provide optimum sound quality. Again, that's star one at this time.

Please hold while we poll for questions. Okay, and our first question comes from Anthony Stoss from Craig Hallam.

Morning, guys. Clifford Rich and crew. Just the... I wanted to dig in a little bit, if I could, on the comments. Paying down Starboard, independent committee looking to restructure that. Does that signal in any way less activity between yourselves and Starboard? Are they effectively no longer involved or helping out? Also, Clifford, if you wouldn't mind, I know you've done it in the past, like give us the total access to capital that you think you have, both internal and external. And add a couple follow-ups after those two.

Okay. I'll take the starboard relationship first and then Rich will go through the total capital. Tony, I thought I was pretty clear that we regard the starboard relationship as very strategic for us and that we will be expanding that. I think that we've learned a lot during this period of how we would operate. I think we should have something pretty interesting to announce if we can get this transaction done. As you know, they invested in the company at an earlier time when values were much lower. Their derivative instruments have obviously come significantly into value, so those have to be resolved. I think there's enough value to go around, and we will then be focusing on what we've learned over the last two and a half years, which I think is extremely valuable to for the future development of the company. So that's how we think about it. As I said, there's no assurance that a transaction can happen. It's complex, but we're working on it. With regard to capital availability, Rich can give you the numbers.

Thanks Clifford and thanks Tony. So as I mentioned before, we had approximately $400 million of cash in marketable securities at the end of the quarter. There's still an additional $250 million available under the Starboard Notes facility arrangement. And as Clifford mentioned, we're in discussions with Starboard about a simplification of our capital structure and a path forward that would include very clear capital availability. So I would say that it's approximately $650 to $700 million even before considering the impact of that.

Gotcha. Thanks, Rich. And then maybe for Clifford, I'd love to hear an update. You've been successful in the Wi-Fi patent portfolio. Any near-term opportunities that you think could shake out of that? And then just following up on your comments about just overall reduction in valuations, public and You guys have been smartly patient over the last year or so. Is the number of potential deals coming your way speeding up now as a result?

Sure. The patents have been very interesting. That was a distressed asset class when we first got involved. Mark Booth and his team have done an excellent job. They're now looking at somewhat larger portfolios I think we found that there's strength in numbers if you have a very deep broad portfolio you have a better potential and it's been a while since we were able to buy something that we really liked we're really looking hard now and I think we have there's some attractive opportunities out there in terms of transactions yes values did reset somewhat You know, the type of transactions that we do can take a long time. Others who approach, have a similar business model to ours, experience the same thing. I think with regard to completed transactions, it's obviously best to talk about those when they happen, but we do intend to have significant transactions that we can discuss in the near future.

Great. Thanks for the call, guys. Best of luck. Thanks, Logan.

Our next question comes from Jeff Henriksen from Thorpe Abbott's Capital.

Hey, guys. How you doing? Good morning. A couple questions from me, maybe a couple for Cliff, and then one for Rich. So, Cliff, if you could give us a little more color maybe on how you're thinking about opportunities in both public markets, given where we are, but then also private market opportunities. I know we've seen financing kind of dry up in that area. So any color on how you kind of think about the balance between public and private would be great. And then I know you guys completed a buyback. But given where the share price is and I think how woefully inadequate it is for collecting your intrinsic value, any more interest on doing another one of those? And then finally, Rich, I think rightly or wrongly, the market just never really grasped the current structure of the Starboard financing the warrants. Do you have any color on how you think you could restructure this to really get the true economics to shine through? in a way that the market could better understand. And then I assume that that would also include on the two-thirds of the warrants of the series B that weren't permanently converted to 365 cash conversion. I mean, can we assume that there's going to be a conversation about restructuring the strike price on those? And that's it. Thank you.

Okay, Jeff. So on your first question, in terms of opportunities and where we think we're competitive, Interestingly, between public and private, we think very carefully about where we can be competitive. Generally, situations where we are not forced into an auction scenario. I think the most interesting opportunities there, oddly enough, are often in public situations. So this is something we discuss in detail a lot internally. And we've concluded really the best way to explain to the market what we're talking about is to complete some of these transactions. I think it will be clearer then when we do so. So that's what I would say about it now in terms of the type of transactions that we're looking at. In terms of the buyback, we bought nearly a quarter of the shares. We have no open authority for any more buyback at the moment. And since we're clearly announced, we're in the process of talking about recapitalizing with Starboard. would not be appropriate for us to be in the market at the moment. And I'll say on those instruments, Rich will answer in more detail, but the way, you know, the conversation with you and others, the issue with them is they're complex and they're not small, they're large. So when you go through the pro forma for them, it significantly changes. The solution, and we've said this before, is to simplify. I think we'd like to have Starboard and all shareholders on an exactly identical basis so that hopefully we can eliminate the difference between primary and diluted and have a much simplified capital structure, which I think we can get to, and that would be enable the stock to trade in a much more consistent way with its intrinsic value. Rich, do you want to add anything to that?

No, I think you covered it actually, Clifford, unless there's something more you'd like us to add.

Any comments around the

The 365 strike, I mean, on the two-thirds that weren't permanently cashed.

We're in the middle of the negotiations now, Jeff, so I don't think there's anything I can really say. But I will tell you, the strike prices are set and were voted on by shareholders when the instruments were issued. We can't unilaterally change the terms of the instruments without going back to shareholders. So that is the technical answer to that. whether that can be changed.

It can't. But I would add to that, if I may.

So you may recall when this structure was put in place and this financing arrangement was put in place, the stock was meaningfully lower than it is today, as Clifford mentioned before. And so we have sort of outgrown that facility, the stock was approximately 265 or 270 a share when these instruments were put in place. And so the 365 exercise on the 68 and a half million remaining warrants would be triggered upon issuance of notes that would convert at that price. And so we would have to take a look at what would be more appropriate financing given the growth in asset value and growth in our share price since that time.

Right. Okay. Very helpful. Thank you. Thank you. We now hear from Brett Reese with Jani.

Can you guys hear me?

Yes, we can, Brett.

Great, great, great. What is the name of the firm that you retained in helping us simplify the capital structure? And has Starboard retained a third-party firm to help them as well?

We will be making an announcement at the appropriate time of the advisors, but apparently we could not do it just yet. And Starboard, it's up to them as to whether they retain advisors. I would say I'm not sure that any advisors out there could add any sophistication to what Starboard has internally. So I think they're probably capable of handling this on their own.

Okay. Thank you for taking my question.

Our next question comes from David Hoff from Kubahara Enterprises.

Hi, good morning. Just Looking back at the NeuroCom portfolio with the license that was signed in quarter four 2021 and kind of projecting it for, I guess, the universe of defendants or potential licensees, Acacia in the past has executed a license with RPX to kind of get everyone at once. Is there any thoughts of doing another kind of license instead of litigating for 10 years, kind of taking the quarter four license and projecting it into kind of a lump sum payment?

It's an interesting question. RPX is still out there. It's privately owned now. It is a very viable participant in the market. But in the case, and we do talk to RPX like others do when we have items to transact, But in the case of that portfolio and others, as we explained last time, the initial license was with a single counterparty. It's a very, very large universe of users out there. And I think we have a long way to go in terms of monetizing that. I'd say that Acacia has built up over many years very significant reputation as a determined and committed actor for its property interests. And I think that tends to preclude what you were referring to, which companies who get into tenure legal battles. I think when people are just talking to Acacia, they know it's an organization that is very seasoned in this, knows what it's doing, and is perfectly capable of going the whole distance, and that generally tends to contract the timing of getting to a result.

Okay, great. Can you confirm if there's any pending litigation in Germany or Europe currently? There's a lot of plaintiffs have been very successful in forcing defendants to license through injunctions and basically sales bans. Is there any current litigation in Germany?

This one I can tell you we have litigations going all over the place, including novel... territories as well. We're well familiar with the benefits of European litigation, but China is making a determined effort to establish an intellectual property system. So is India. and they've put significant resources into ensuring that contract rights can be enforced in these jurisdictions. There's actually, oddly enough, a lot of jurisdictions now that have made themselves attractive for the assertion of intellectual property. They're all over the place, and many of them.

Sure. Last question. Any thoughts on possibly spinning out the intellectual property kind of division after some of these transactions are made? I know Xperia is getting close to spinning out theirs. I'm just curious, any thoughts on possibly spinning it out?

I don't think we've made any decisions in that regard. I will say that it's a subject which is much discussed. It's obviously an asset class that is difficult to value on an ongoing earnings or revenue stream, and so there's been long been debates as to what the correct ownership structure for that is. We're well aware we've made no plans of any kind with regard to that division.

Okay, that's it for me. Thank you. Sir, there are no further questions in the queue.

Do you have any closing comments you would like to finish with?

We appreciate everyone's support. We think that the stock is now, now that we've executed the buyback, we've created a very good opportunity and we're intensely engaged in something which has been coming for a while, which is the next phase. We sometimes refer to it as Acacia 2.0. We've built a great platform with our partnership with Starboard. and we would very much like to take it to the next level. We hope to have something to announce on that. As I said, there can be no assurance that there will be a transaction completed, but I can tell you that we would very much like to achieve the next phase of development of that relationship.

I think that's

for the call, yeah.

Okay. Thank you, ladies and gentlemen. This does conclude today's conference call. You may disconnect your phone lines at this time and have a wonderful day. Thank you for your participation.