Acacia Research Corporation

Greetings. Welcome to the Acacia Research fourth quarter 2022 financial results. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Robert Fink of FNK-IR. you may begin.

Thank you, operator, and thank you, everyone, for joining us here today. Hosting the call are M.J. McNulty, Interim Chief Executive Officer, and Kirsten Hoover, Interim Chief Financial Officer. Before beginning, I'd like to remind you 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 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the company's plans, objectives, and expectations for future operation and are based on the 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 discussion of such risks and uncertainties, please see the risk factors section described in Acacia's annual report on Form 10-K and on the quarterly reports on Form 10-Q, both of which are filed with the SEC. I would also like to remind everyone that a press release disclosing the financial results was 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 MJ. MJ, the call is yours.

Rob, thanks. We're glad to have everyone here this morning, and thanks for taking the time to join us. As we conclude Eventful 22, we're also concluding a productive Q1, and we're carrying that momentum into the remainder of 2023. Over the past few months, we've accomplished much, all with the goal of a strong platform. positioned to benefit in all market conditions through the acquisition of operating companies that fit our acquisition criteria. We've streamlined and improved our team, eliminating approximately one-third of our fixed G&A costs while enhancing our capabilities. We bolstered our already strong capital base through a rights offering, which followed a recapitalization with starboard value. As a result, we now have total assets of $562 million, of which $428.5 million are in cash and marketable securities. We formalized our acquisition criteria and process and broadened our relationships, which has substantially increased our funnel of new opportunities and led to increased evaluation activity by our deal team. Notably, we've achieved all of this while navigating change in our C-suite and the unfortunate distractions related to our former CEO. Those issues are now largely resolved. Our former CEO has dropped his suit against us in Delaware and our board of directors has filed a claim in arbitration against Mr. Press. Seeking to recover funds we believe were spent inappropriately, though not material to our financial position. Since I joined Acacia as chief operating officer and head of M&A, and even more so since assuming the interim CEO position, we've made significant progress implementing formal processes for our M&A initiative. We now have an excellent execution team, comprising proven professionals with both public and private equity expertise and experience in both completing transactions and operating businesses. Importantly, our in-house team is complimented by our board with its deep expertise and our expansive network of world-class executives. We're grateful for the enthusiasm of these exceptional individuals. We very much appreciate their contributions and we thank them all. My optimism for 23 is based on this team and the processes and momentum we have built together. I will share that our pipeline is better today, both in terms of quality and quantity of opportunities. And more than one of these opportunities have progressed through our rigorous process. As many of you know, a willing counterparty is an important element of a successful transaction, though because of our unique structure, we can influence this by building a meaningful catalyst position before engaging current ownership or boards of directors. Our intent is to move methodically, but expeditiously, usually quietly, with the goal of working collaboratively in these situations to create value. Collectively, as investors, I think we can all agree it would be disadvantageous for us to discuss any specific opportunities on this call, as it could materially impede our ability to consummate transactions. For some time, we have believed, and Starboard Value agrees, that there is a significant and growing opportunity for an acquisition-driven business such as ours, where we can allocate capital as a corporate acquirer. Acacia is uniquely positioned to address this trend. We've refined and put a point on this approach. We've also expanded our thinking. Under prior management, the primary focus was on, quote, transacting in complex situations, breaking them apart or restructuring them and selling assets to create a one-time return. You may have heard the term applied investment banking in this regard. While we may find such opportunities in the future, it is not our primary focus as it inherently minimizes the interest and focus in acquiring operating companies especially as our goal is to acquire businesses with the eye of owners our vision and that of our board is to build a portfolio of operating companies that can create compounding value over the long term first and foremost it starts with acquiring businesses at a reasonable entry price we are very disciplined in this regard second we think it is important to partner with successful executives and experts identifying experienced business operators who can serve as advisors perhaps board members of acquired businesses or possibly CEOs where necessary. Next, we look at ways we can unlock or create value. This often means enhancing or improving operations in collaboration with the company and our network of experienced executives. We may address the operating structure or acquire additional businesses to combine with our companies to create scale or differentiation. Finally, we are uniquely positioned relative to other institutional acquirers of companies, and that our incentives are aligned to and our shareholders benefit from long-term value creation. Where certain other acquirers of companies typically prefer to hold, quote, portfolio companies for relatively short time horizons, we are able to take a longer-term view of shareholder value creation. This strategy envisions building a diversified group of businesses, improving operations and removing impediments, and either growing these businesses or enabling them to generate consistent cash flow, all to create value for Acacia's shareholders. While we constantly focus on continual improvement, we believe our processes rival those of other world-class acquirers of businesses. We've scaled up and enhanced our process for sourcing potential targets, where we benefit from an excellent network of executive relationships, as well as an institutional-grade sourcing model. We've also clearly defined our screening process and criteria, establishing a clear set of metrics and benchmarks we look at when evaluating potential acquisitions. Finally, we have a sophisticated approach to valuation and due diligence through which all of these potential opportunities are evaluated. A key part of this is our valuation discipline, coupled with our ability to build equity positions and potential targets. Our discipline may impact our ability to consummate transactions, as we may identify an opportunity based on a clear valuation target only to have that stock quote run away from us as the market may begin to recognize the same opportunity we see. In this scenario, we'll not chase the deal, but we'll instead monitor the opportunity to reengage if and when appropriate. While our intent is to acquire these companies, in situations where the company's value increases past our valuation range, We have an opportunity to benefit from an appreciation and the value of our public position effectively being paid for our work in spite of potentially losing an acquisition. This discipline we feel is critical. Beyond acquisitions, we built a team with significant post acquisition capabilities. As we mentioned, we have a network of operating partners with deep expertise, enabling us to identify the merits and considerations of an acquisition quickly and efficiently. In addition, this network helps us drive operational improvements post-closing. We have a great deal of respect and confidence in the professionals within this network. As we've mentioned in the past, current market conditions have our pipeline weighted toward public targets, as valuations in the private markets have been elevated as a result of increased activity from private equity. However, we are beginning to see some interesting opportunities in the private markets. I continue to stress the point that acquisitions are only part of Acacia's proposition. Certainly, it has been and will continue to be a primary area of focus, but our life sciences portfolio, our patent monetization business, and printronics continue to create value. In our life sciences portfolio, we've continued to harvest gains from our public assets, and we maintain significant optimism in our private holdings. During the fourth quarter, we fully exited our Oxford Nanoport position. The ONT investment has been extremely successful for Acacia, and the successful monetization of this investment enabling us to redeploy the capital for other initiatives is an important milestone for us. Next, we continue to effectively manage and invest in our intellectual property portfolio. While continuing to monetize our more traditional intellectual property assets, Mark Booth and his team have grown our, quote, standards essential patent position within the Wi-Fi space. and we continue to see an increasing level of activity around our business development initiatives. We have a very talented team and we continue to believe this business provides attractive uncorrelated returns in an asset class in which our team is uniquely suited to address and has an excellent reputation as a trusted partner. Finally, Printronics was acquired in an attractive valuation. In sticking with our process, we have an excellent executive working with us to enhance this business And we will evaluate similar acquisitions of operating businesses or divisions of larger organizations where we believe we can increase the value of the business. And now I'd like to turn the call over to Kirsten to discuss our fourth quarter and full year results.

Thank you, MJ. Our GAAP book value at December 31st, 2022 was $269.3 million, or $6.19 per basic share. compared to $282.5 million or $7.33 per share at September 30th, 2022, and $430.5 million or $8.80 per share as of December 31st, 2021. This reflects the initial Starboard transaction that was completed in the fourth quarter. Subsequent to the end of this year, We completed a rights offering, raising net proceeds of $79 million to Acacia. Inclusive of that offering, our book value is approximately $5.95 per share, and our capital base stood at $348.4 million, including $366.9 million in cash. The quarterly results reflected several non-recurring items, including warrant and embedded derivative-related charges, severance for former employees, including former CEO, legal and professional fees related to the Starboard recap. As an important note, we expect that interest income combined with profits from our IP business and Printronics to cover Acacia's fixed costs. A key part of this is the elimination of approximately $6 million in annualized G&A costs. Let me now turn to the fourth quarter results. Revenues for the fourth quarter of 2022 were $13.1 million compared to $63.3 million a year ago. Breaking that down. First, Printronics contributed $10.6 million in revenue in the quarter compared to $12 million in the prior year quarter. Second, our intellectual property business generated $2.5 million in revenue related to patent assertion. compared to $51.3 million in the fourth quarter last year. This is a reflection of the uneven nature of revenue timing in this business. General and administrative expenses were $15.9 million compared to $12.7 million in the fourth quarter last year due to an increased business development and personnel expenses related to the company's transaction organization costs for the Starboard recap, as well as non-recurring severance costs. I would note, on a go-forward basis, we have eliminated approximately one-third of our annualized general and administrative costs. Operating loss was $14.5 million in the quarter, compared to operating income of $31.3 million a year ago. Printronics contributed $0.1 million in operating income. Realized and unrealized gains on securities totaled $13.4 million in the quarter, a reflection of the increase in share price of our security positions over the last three months. We realized $10.6 million in realized gains from the sales of securities during the quarter, primarily from the sales of the shares in our life sciences portfolio, which we continue to bring to realizations. This includes fully exiting our position in Oxford Nanopore. We sold approximately 7.9 million shares of Oxford Nanopore in the fourth quarter. Also, we received a $27 million payment related to our share in Viomet in the quarter, bringing our total milestone income to date to $30 million. Our carrying value of Viomet is approximately $19 million net of non-controlling interest, So we have already realized a solid return on this position, irrespective of future commercialization activity and any return from selling this position in the future. Our gap net loss was 18.4 million or 55 cents per diluted share compared to gap net income of 204.2 million or 45 cents per diluted share in the fourth quarter of last year. Once again, the net loss reflects several non-recurring items, including, first, 10.9 million in realized gains and 2.5 million in unrealized gains related to the increase in share price of certain holdings, partially offset by the reversal of unrealized gains previously recorded for shares sold during the quarter for realized gains. Second, non-cash expense of 21.5 million related to the change in fair value of the starboard warrants and embedded derivative liabilities due to the increase in Acacia's stock price during the quarter and the reduction in the exercise price of the Series B $5.25 warrants for the foregone time value of the Series B warrants and the preferred stock. Third, $9.2 million in charges related to severance, legal, and other professional fees associated with the recapitalization. At the beginning of 2021, our NOL plus capital loss carry-forwards stood at $286 million. And since that time, we have effectively sheltered all of our gains. We will continue to evaluate the most efficient ways to maximize this asset. As of December 31st, 2022, our realized gain had reduced our NOLs to approximately $64 million. For the full year, total revenues were 59.2 million compared to 88 million last year. Printronics generated 39.7 million in revenues for the year. The intellectual property business generated 19.5 million in licensing and other revenues compared to 76 million last year. General and administrative expenses were 52.7 million compared to $35.7 million last year due to the inclusion of a full year of Printronics operating expenses, increased parent business development expenses, and other one-time charges. Our operating loss was $40.1 million compared to an operating income of $14.5 million last year. Printronics contributed $1.1 million in operating income. GAAP net loss was $125.1 million, or $3.13 per diluted share, compared to GAAP net income of $149.2 million, or $1.91 per diluted share last year. Net income included $125.3 million in realized gains, offset by $263.7 million in unrealized losses, related to the decline in share price of certain holdings, as well as the reversal of unrealized gains previously recorded for shares sold during the year for realized gains. We also recognized non-cash income of $13.1 million related to the change in fair value of the Starboard warrants and embedded derivative liabilities due to the decline in Acacia's stock price during the year. Last year, Acacia recognized $202 million in realized and unrealized gains in the value of the life sciences portfolio, primarily related to the IPO of Oxford Nanopore in September 2021. Turning to the balance sheet, cash and equity securities at fair value totaled $349.4 million at December 31st, 2022, compared to $670.7 million at December 31st, 2021. During 2022, Acacia repaid $120 million in principal amount of senior secured notes held by Starboard and repurchased $51 million in Acacia shares. Equity securities without readily determinable fair value totaled $5.8 million at December 31st, 2022. which amount was unchanged from December 31st, 2021. Investment securities representing equity method investments net of non-controlling interest totaled $19.9 million at December 31st, 2022 and December 31st, 2021. All milestone payments earned by Mal and J1 through its interest environment have been received. Acacia owns 64% of Mal and J1. Total indebtedness, which represents the senior secured notes issued to Starboard, was $60.5 million at December 31st, 2022. More detail on these results have been made available in the press release issued this morning and in our annual report on Form 10-K, which we will file with the SEC later this week. Our GAAP book value as discussed today, 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 share price over time. As these liabilities would be extinguished upon exercise or expiration of these warrants and convertible preferred stock, we think it's more useful to consider our book value should all of these instruments be converted. The Starboard transaction should convert or extinguish these transactions, with the final step being the exercise of our Series B warrants in July of this year. The press release issued earlier today includes a detailed breakdown of our capital structure and explanations of how our capital structure will change as a result of the ongoing steps of our process with Starboard. In summary, upon completion of the recapitalization transactions with Starboard, 9.3 million of cash was received, net of the early termination settlement for the exercise of the remaining Series A warrants, and 5 million shares of common stock were issued. Starboard has purchased 15 million new shares in the recently completed rights offering at $5.25 per share for total proceeds of $78.8 million in the first quarter of 2023. $35 million in face value Series A preferred stock will be eliminated, and 9.6 million shares of common stock would be issued in June of 2023, following Acacia's annual meeting of stockholders. $60.5 million of liabilities attributable to the senior secured notes would be eliminated. And Starboard would invest an additional $55 million in cash related to the Series B warrant exercise. And 31.3 million shares of common stock would be issued by July 2023. 101.6 million of warrant and embedded derivative liabilities attributable to the Series B warrants and Series A preferred stock would be eliminated by July of 2023. Acacia would pay Starboard a total of $66 million as consideration for early exercise of the Series B warrant and convertible preferred stock by July 2023. And Acacia will incur transaction costs associated with the negotiation and consummation of the recapitalization transactions.

The expected impact of the completion of the recapitalization transactions from December 31st, 2022 would be an incremental 246.4 million in book value and an incremental 56.2 million of shares outstanding. Assuming such completion, adjusted book value would be 515.7 million and diluted shares outstanding would be 99.6 million, resulting in an adjusted book value per share of $5.18 at December 31st, 2022. Over the next few months, the transaction agreed to with Starboard Value will result in streamlining our capital structure and a strengthening of our capital base. This should be complete by the time we report our second quarter results in mid-August. We continue to believe that cash per share is an important metric for measuring our progress. As of December 31st, 2022, our cash per share stood at $6.62. On an adjusted basis, assuming completion of all phases of the announced Starboard transaction, our cash per share would be approximately $3.53. With that, we'd be pleased to take your questions.

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Thank you, operator. Thanks, everyone, for joining the call today. We look forward to speaking with everyone next quarter and in between.

Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.