Acacia Research Corporation

And welcome to the Acacia Research Second Quarter 2023 Financial Results Conference Call. At this time, all participants are placed on a listen-only mode, and 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, Mr. Rob Fink of FNK IR. Sir, you may begin.

Thank you, Operator. Hosts in the call today are M.J. Milti, Interim Chief Executive Officer, and Kirsten Hoover, Interim Chief Financial Officer. Before beginning, I'd like to remind you that information provided during this call may contain forward-looking statements relating to current expectations, estimates, forecasts, and projections about future events Better forward-looking is defined in the Private Security 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 the current estimate and projections, future results, or trends. Actual results may differ materially from those projected as a result of certain risk factors and uncertainties. For a discussion of such risks and uncertainties, please see the risk factors described in Acacia's annual report on Form 10-K and quarterly report on Form 10-Q filed with the SEC. I'd also like to remind everyone that a press release disclosing the financial results was issued this afternoon just after the close of market. This release may be accessed on the company's website under the press release section of the investor relations tab at AcaciaResearch.com under the news and events tabs. With all that said, I'd now like to turn the call over to MJ. MJ, the call is yours.

Thanks, Robin. Thanks to everyone for joining the call today. So in mid-July and subsequent to the end of the second quarter, we completed our recapitalization transaction with our largest shareholder, Starboard Value, as you know. In many ways, this milestone signaled the completion of our larger transformation of Acacia. Since we announced this transaction in late October, along with new senior leadership and new members of our board of directors, we've significantly restructured and improved Acacia. We reorganized the team we had focusing on sourcing, evaluating, and executing potential transactions, putting in place a more defined methodology while significantly reducing headcount and associated costs. Like Printronics, our IP business is now managed as a division. This means We'll consider allocating additional capital as appropriate, and we're finalizing an incentive structure for our IP division management that's more aligned with their unique business. We reorganize Printronics under new leadership, reducing costs, improving efficiency, and setting the stage for an evolution of the business model that we believe will generate more predictable cash flows. And importantly, we've put a corporate incentive plan in place for employees of our parent company that clearly aligns our team's incentives with those of our shareholders. I realize that many of these achievements are behind the scenes, and I recognize that many shareholders are eager for us to deploy capital into our existing businesses as well as into new businesses. So let me take a second to speak to that initiative. Our pipeline of opportunities continues to grow, and we're maintaining rigor in the evaluation of each of those opportunities. We have a number of late-stage targets today, and we have many other opportunities on deck. In some of these cases, we're working with people we've partnered with in the past in their track record of success, that familiarity is accelerating our efforts. Our network of referral sources also continues to grow and improve. We're encouraged by our progress, and we continue to collaborate closely with our largest shareholder. And through this relationship, we enjoy ready access to their executive network of industry executives, extensive network of industry executives, and they help us source and evaluate appropriate acquisition opportunities. I'm reluctant to make any predictions about when a transaction will occur or the scope of any transaction, which we've talked about in the past. We continue to need willing counterparties and valuations that are accretive and attractive for our shareholders, and discussing the status of various projects doesn't work to anyone's benefit here, but I hope that you appreciate the progress that we've made. As part of this evolution of Acacia, we've significantly reduced our cost structure. As we mentioned previously, the element of our business for which we have the greatest control. Our annualized parent fixed costs have decreased by $6 million, an approximate 30% reduction from this time last year. The reduction is broad-based, and we're now positioned to cover our ongoing fixed corporate costs with interest earned from our cash and cash equivalents. This is an important achievement safeguarding our dry powder for acquisitions. As we mentioned in the past, where we evaluate potential opportunities in the public markets, we will from time to time, acquire stock in those companies. The positions that our new deal team have taken in public companies are up over 20% year-to-date, demonstrating the benefits of our targeting and evaluation process. Our legacy life sciences assets have been largely monetized, as everyone is aware, and we're anticipating monetization events with some of our remaining holdings in the not-too-distant future. Our intellectual property business continues to have expected quarter-to-quarter revenue fluctuations, but we haven't an important trial related to our Wi-Fi 6 patents that is expected to start in the near future. And we're optimistic that a favorable outcome would accelerate licensing activity. Additionally, we have a strong pipeline of potential opportunities to further invest in attractive IP assets. I'd now like to turn the call over to Kirsten to discuss her second quarter financial results.

Thank you, MJ. Our GAAP book value at June 30th, 2023 was $335.4 million or $5.71 per basic share compared to $269.3 million or $6.19 per share at December 31st, 2022. This value reflects the rights offering that was completed in the first quarter and the impact of the outstanding warrant and embedded derivative liabilities. Total liabilities for warrants and convertible preferred stock to be eliminated upon the exercise or expiration of all such warrants and convertible preferred stock was $94.9 million at June 30, 2023. As MJ said, we expect that interest income will cover Acacia's fixed parent costs. A key part of this is the elimination of approximately $6 million in annualized parent G&A costs. We expect Printronics to generate free cash flows on an annual basis. Let me now turn to the second quarter results. Total second quarter revenues were $7.9 million compared to $16.7 million in the same quarter last year. Printronics generated $7.5 million in revenue in the quarter compared to $8.7 million last year. The intellectual property business generated $400,000 in licensing and other revenue during the quarter compared to $8.1 million in the same quarter last year. As MJ mentioned, given the nature of the IP business, we have expected fluctuations in revenues quarter to quarter. General and administrative expenses, which includes G&A at IP and Printronics, were $9.4 million compared to 10.7 million in the same quarter of last year due to the decrease in personnel and compensation costs related to the reduced headcount and a reduction in Printronics G&A. Operating loss was 12.5 million compared to an operating loss of 5.7 million in the same quarter of last year with a reduction due to lower revenue. Second quarter 2023 GAAP net loss attributable to Acacia Research was $18.8 million or $0.36 per diluted share compared to GAAP net loss of $61.5 million or $1.44 per diluted share in the second quarter of last year. Net loss included $8 million in realized losses and $6.6 million in unrealized gains related to the increase in share price of certain holdings. We also incurred a non-cash expense of $9.9 million related to the change in fair value of the Starboard, Series B warrants, and embedded derivatives. The change in fair value was primarily due to the increase in stock price. The second quarter also included $4.3 million in non-cash appreciation, amortization, and stock-based compensation expense. and $2.4 million in non-recurring charges related to severance, legal and other professional fees associated with the separation of our former CEO and other non-recurring charges. At the beginning of 2023, our NOL totaled approximately $63 million. And since that time, we have effectively sheltered most of our gains. We will continue to evaluate the most efficient ways to maximize this asset. Turning to the balance sheet, cash, cash equivalents, and equity securities at fair value totaled $408 million at June 30, 2023, compared to $349.4 million at December 31, 2022. Equity securities without readily determinable fair value totaled $5.8 million at June 30, 2023, which amount was unchanged from December 31, 2022. Investment securities representing equity method investments net of non-controlling interest totaled $19.9 million at June 30, 2023, unchanged from December 31, 2022. All milestone payments earned by Malin J1 through its interest in Biomet have been received. Acacia owns 64% of Malin J1, resulting in a beneficial ownership of 26% in Biomet. Total indebtedness, which represents the senior secured notes issued to Starboard, was $60.5 million at June 30, 2023. This debt was paid off on July 13th. More details on these results have been made available in the press release issued this afternoon and in our quarterly report on Form 10-Q, which we will file with the SEC later today. 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's share price over time. These liabilities were extinguished on July 13, 2023, with the completion of the recapitalization transactions with our largest shareholder. As a result of this recap, Darbord purchased 15 million new shares in the rights offering at $5.25 per share for total proceeds of $78.8 million in the first quarter of 2023. 23.2 million of Series A preferred stock was eliminated, and 9.6 million shares of common stock were issued in Q3 2023. 60.5 million of liabilities attributable to the senior secured notes were canceled, and Starboard invested in an additional 55 million in cash related to the Series B warrant exercise. and 31.5 million shares of common stock were issued in Q3 2023. 94.9 million of total warrant and embedded derivative liabilities attributable to the Series B warrants and Series A preferred stock was eliminated in Q3 2023. Acacia paid Starboard a total of 66 million as consideration for early exercise of the Series B warrants and convertible preferred stock in Q3 2023. And Acacia incurred approximately $250,000 in incremental transaction costs associated with the consummation of the recapitalization transactions. The completion of the recapitalization transactions resulted in an incremental $166.8 million increase in book value and an incremental $41.4 million increase in shares outstanding. Adjusted book value as adjusted to give effect to the transaction as if it had been completed on June 30, 2023, rather than July 13, 2023, would be $502.2 million, and diluted shares outstanding would be $99.9 million. resulting in an adjusted book value per share of $5.03 at June 30, 2023. We continue to believe that cash per share is an important metric for measuring our progress. As of June 30, 2023, our cash per share stood at $6.05. On a pro forma basis, assuming completion as of June 30, 2023, all phases of the Starboard transaction, our cash per share would be approximately $3.44 per share. With that, we'd be pleased to take your questions.

Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. The confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. As the participant is using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. Our first question is coming from Anthony Stoss with Craig Hallam. Your line is live.

Thanks. MJ, I just want to circle back to actually two questions. On your Wi-Fi 6 commentary, I'm curious if there's more than one potential licensee that you've been engaged with. And then the second question related on the M&A side, probably more bigger picture, are you seeing... potential prices come down? Are you still leaning towards doing a series of smaller deals or one larger one? I'd love to hear your thoughts on both subjects.

Yeah. Hey, Tony, how you doing? So on the Wi-Fi 6, so we're, you know, all of our patents, we're working with multiple parties and all the time, like all the time. So, you know, there is a trial with one particular party that's upcoming. We can't really say anything about it, as I'm sure you can appreciate, but there's a lot of activity on the Wi-Fi 6 portfolio. We feel really confident about it. It's a great portfolio. The standard's essential. And so we have, you know, a trial that's upcoming. We are encouraged by it and, you know, the So that's the Wi-Fi 6 piece. On the M&A, so this is a great question. When we've talked in the past, you know, we talked a lot about seeing things on the public side, and we're still seeing things on the public side that are really attractive. And remember, we're kind of on the public side, we're focused on some of the parts type opportunities and deep margin improvement type opportunities, you know, where you can we can work with the operating network that we have to really drive value in a business that should get a re-rate from actually operating the way that we believe we can have it work. And we still see a lot of those and we're evaluating a lot of those and we're kind of engaged in some of those at the moment. What's interesting is that we're starting to see valuations become a little more attractive on the private side, which is different than what I think we've talked about for the last couple of quarters, which was the private equity guys still have unrealistic expectations and the bid ask is very wide. We're starting to see that clear a little bit. And we're still in, on the private side, we're still looking at opportunities. You know, the sum of the parts is a little bit more challenging on the private side. They just don't exist that much. I guess you can, we're seeing some carve out type opportunities, which I guess would be the private analogy to the public sum of the parts type story. But we're seeing some things that are, you know, I would characterize as mismanaged and balance sheet constrained. uh which you know we we think is very attractive and again that operating network we have is very beneficial for us there because you know we we will go into a situation like that with somebody that we trust and respect and has a plan to help us enter that business um we're also seeing things where we're meeting a lot of executives that that want to go do buy and builds And that's interesting. And that starts small but can grow into a much larger business. And we're seeing a handful of things, you know, that we're lucky. We kind of have, you know, an embarrassment of riches of having several truly proprietary things. That we're looking at, which I always, having been a longtime private equity guy, nothing's really proprietary. But we're working on a handful of things that are really interesting with folks that we have known for a long time, where we do have an opportunity to partner with them to invest and acquire the business and continue to grow it. So I think I'm encouraged by valuations on the private side. I think there is definitely more presenting itself. When you look at the limited partner stats, which we look at a lot of net inflows to outflows, limited partners are telling their GPs that they need to start selling businesses, and that's good for us generally. So, you know, public markets, there are always pockets of value in the public markets. It's finding them and having the right value. execution talent alongside us to, you know, right those ships and grow those businesses. And on the private side, we're starting to see more attractive flow.

Got it. I don't have to tell you that Cheryl is growing eager to see the outcome. I'm sure you are as well. Thanks, MJ.

I'm probably more eager than anybody else, Tony. So I appreciate the encouragement. Thanks again. Of course.

Thank you. Our next question is coming from Brett Reese with Johnny Montgomery Scott. Your line is live.

Hi, MJ. Hi, Kirsten. Hi, Rob. Hey, Brett. Question on the patent business. The company gets no credit for the patent side of the business. And it's frustrating because you own some good portfolios and the people who follow the industry think the Mark Booth team is top-notch. Would you consider to help people focus and take an interest in the patent side of the business, making available, as the company did years ago when it was solely a patent company, a spreadsheet of pending cases with most importantly, any firm trial dates so that shareholders do not have to search on their own for these public record filings?

Look, I think it's a good question. We're encouraged by, as we look at the patent business, one, we have a great team. And I appreciate you reiterating that, Brad, because we do believe we have a great team. But it's always nice to hear third-party validation of that. The team has a really nice set of patents in its portfolio, and the pipeline is actually pretty interesting there. You know, the underlying economics of the individual portfolios are really attractive. And, you know, they're, as you, you know, a key metric there is the number of lines that we have in the water at any given time in the progress of those lines. Look, I think we can take that into consideration. I don't know that I can give you an answer right now on that point, but I respect the question, and we can take it into consideration.

Oh, great, great. And one other question, and it's probably for Kirsten. The June 30th cutoff date shows the cash at $355 million. So then subsequent, yeah, hi. So subsequent to that, you paid off the $60 million in notes. So the cash, I have to take $60 million off the $355 million. What's the arithmetic on that?

Correct. So in our 8K that was just recently released, if you go to the final page of Attachment A, you'll see the walk from the June 30 cash balance of $355.2 to post-recap of $343.4. Okay.

I'll give you some homework.

Exactly. So that will walk you through each step of the recap transaction to give you the cash on a pro forma basis.

Okay, great. All right. Thanks for taking my questions. Sure.

Thank you, everyone. As we have no further questions in queue at this time, I will hand it back to Mr. McNulty for any closing comments.

Thanks, Ali. Nothing in particular, just to thank everyone for joining the call. We look forward to talking to you in a quarter with further updates.

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