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Q3 2023 Acacia Research Corp Earnings Call

Participants

Kirsten Hoover; Interim CFO, Principal Accounting Officer & Corporate Controller; Acacia Research Corporation

Martin D. McNulty; Interim CEO, COO and Head of M&A; Acacia Research Corporation

Anthony Joseph Stoss; Partner & Senior Research Analyst; Craig-Hallum Capital Group LLC, Research Division

Brett Reiss; SVP of Private Client Group & Financial Advisor; Janney Montgomery Scott LLC

John Levin

Jeff Stanlis; VP; FNK IR LLC

Presentation

Operator

Greetings, and welcome to the Acacia Research Third Quarter 2023 Financial Results Conference Call. (Operator Instructions) Please note, this conference is being recorded.
I will now turn the conference over to your host, Jeff Stanlis of FNK IR. Jeff, you may begin.

Jeff Stanlis

Thank you. Hosting the call today are MJ McNulty, Interim Chief Executive Officer; and Kirsten Hoover, Interim Chief Financial Officer.
Before beginning, I would 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 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 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 a discussion of such risks and uncertainties, please see the risk factors described in Acacia's annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC.
I'd also like to remind everyone that a press release disclosing financial results was issued this afternoon just after the close of the market. This release may be accessed on the company's website at the Press Releases section of the Investor Relations tab at acaciaresearch.com under the News and Events tab.
With all that said, I would now like to turn the call over to MJ McNulty. MJ, the call is yours.

Martin D. McNulty

Thanks, Jeff, and thanks to everyone for joining us this afternoon. We've had a highly productive few months here and have several recent developments that I'd like to review on today's call.
As you may have seen today, we announced that we acquired a majority stake in Benchmark Energy II LLC. Benchmark is an independent oil and gas company engaged in the acquisition, production and development of long-lived oil and gas assets in mature resource plays in Texas and Oklahoma. I'll speak more about this in a few minutes, but Benchmark is an established entity managed by executives with whom we have a positive history and a team with a demonstrated track record of success across market cycles.
We have long waited to invest in oil and gas assets and believe the timing for capital access in the industry, especially in terms of valuation, is ideal. The Benchmark platform specifically gives Acacia access to high-return predictable cash flows while employing a conservative risk management philosophy.
We also signed an agreement to sell our stake of approximately 25% in Arix Bioscience plc. This is our last publicly traded life sciences asset as part of the portfolio that we acquired in 2020. And once completed, this sale will result in a significant return on our investment. Moreover, it further augments our capital base, enabling us to reallocate this capital in new ways, more core to our strategy.
Our Board has also approved a new share repurchase program. I'll discuss the details later in the call, but we believe that we have sufficient cash to support both our current growth initiatives and the share buyback.
Turning to Benchmark. We're enthusiastic about the acquisition announced today, which we believe is a good example of the flexibility of our capital and where we're able to find value, others are overlooking. Where typical oil and gas models tend to rely on acquiring land and drilling wells, Benchmark's particular operating model drives returns to investors through its focus on cash flow. Specifically, Benchmark's strategy involves acquiring mature assets rather than undeveloped acreage and hedging up to 80% of its oil and gas production.
The result is lower capital requirements and greater predictability of cash flows. Once an asset is acquired, Benchmark and their team undertake a holistic approach to increasing ultimate recoverable volumes from these wells through disciplined field optimization strategy with low leverage. Simply, acquire underoperated assets and give them some time and attention to increase their production volumes.
Additionally, Benchmark keeps G&A lean and seeks to hold assets for the long term with a focus on maximizing distribution to investors. This results in returns closer to the wellhead than a typical oil and gas company and significant optionality where we can harvest cash flows that are not encumbered by a drilling program and redeploy them either to our shareholders or through M&A. Over the long term, we believe that even though Benchmark is running a robust hedging program, the platform is well positioned to benefit from long exposure in the event the oil and gas markets outperform our expectations, for example, through increased production and reserves relative to how we value the assets or mean reversion in the market discount rates buyers to sign of such assets.
Acacia has invested $10 million in Benchmark, resulting in a 50.4% ownership. The assets we're acquiring in this first transaction consists of over 13,000 net acres and an interest in over 125 wells, the majority of which are operating wells. We view this platform as just the beginning of a larger strategy, and we intend to utilize our capital base and this platform to support future growth through acquisition. The Jones family office, McArron Partners, led by Jonny Jones, is our partner in this acquisition. McArron will maintain its interest and commit additional capital to support growth.
Benchmark's management team includes Chief Executive Officer, Kirk Goehring, who previously served as Chief Operating Officer of both Benchmark and Jones Energy. Other Acacia executives and I have worked with Kirk and Jonny in the past, and we know this team to comprise accomplished professionals with deep expertise in the industry.
Shifting to Arix. In early November, RTW Biotech Opportunities, a leading specialized life sciences investor, agreed to acquire for cash our Arix position for approximately $57 million, which represents a purchase price of GBP 1.43 per share. RTW's purchase of Arix -- Acacia's Arix shares is conditioned solely upon RTW receiving the necessary approval from the United Kingdom's Financial Conduct Authority and is expected to be completed in the first quarter of 2024.
Separately and independently, Arix announced that its Board has approved an agreement for Arix to be acquired in an all-share transaction by RTW, conditional upon regulatory and Arix shareholder approval. The sale of our stake in Arix enables us to monetize this position in a single transaction, converting a relatively illiquid asset into cash that we can redeploy.
We continue to hold positions in 3 life sciences companies. And we remain excited about their prospects, including AMO Pharma, a clinical-stage specialty biopharmaceutical company, focusing on rare child with onset neurological disorders with limited or no treatment options. AMO recently announced positive initial preclinical data from a study of the use of the company's investigational therapy, AMO-2, in the treatment of Duchenne muscular dystrophy that showed the strong potential in treating the muscle damage and weakness that occurs with DMD and other muscle-wasting conditions as well as the potential to improve cardiac and skeletal muscle health and function.
We continue to closely monitor AMO -- the AMO team's progress as they continue to develop AMO-2. As a reminder, we acquired this life sciences portfolio for a total of $301 million. The Arix transaction, once closed, will add an additional $57 million in returns on top of the $506.5 million we've generated through the end of Q3, and we retain still more value to unlock in these remaining openings.
Next, let me speak to the buyback. Our Board of Directors has approved a $20 million share repurchase program, which is subject to a cap of 5.8 million shares. We have a significant capital base, and we have reduced our fixed costs, so that ongoing operations and interest should cover our recurring expenses. As such, we believe we have the necessary capital to both return some capital to shareholders at this time as well as execute against our strategic acquisitions. As always, we'll continue to evaluate the most advantageous capital allocation opportunities for us to pursue as we continue to execute our strategy.
Turning to other aspects of our business. Our IP monetization business received a favorable jury award in a key patent infringement case related to our Wi-Fi 6 patents, setting the stage for further licensing agreements in (inaudible), and that verdict is already driving productive conversations. Our Printronix business is operating more efficiently, delivering positive operating income and additional cash flow.
Finally, I recognize that many shareholders are eager for us to deploy capital into our existing businesses as well as into new businesses. Our pipeline of opportunities continues to grow. We have a number of late-stage targets today, and we have many other opportunities on deck. In some of these cases, we are working with people, we have partnered with in the past, and we have confidence in their track record of success, much like we did with Benchmark. This familiarity is accelerating efforts.
Our network of referral sources also continues to grow, and we continue to collaborate closely with our largest shareholder as they provide us with access to their extensive network of industry executives. Additionally and most importantly, the work to grow our pipeline has not come at the expense of maintaining the rigor and high standards we put into evaluating each opportunity.
I'm reluctant to make any predictions about when future transactions will occur or the scope of any of those transactions. We continue to need rolling counterparties at valuations that are accretive for our shareholders. And discussing the status of various projects does not work to anyone's benefit, but I hope you appreciate the progress we've made.
As we've mentioned in the past, when we evaluate potential opportunities in the public markets, we will, from time to time, acquire stock in those companies. In some cases, buying stock may be a first step, leading to an offer for the rest of the company. Our policy will be to not comment on individual positions as it will inhibit our ability to execute our strategy.
I'd now like to turn the call over to Kirsten to discuss our third quarter financial results.

Kirsten Hoover

Thank you, MJ. Our GAAP book value at September 30, 2023, was $503.6 million or $5.04 per basic share. Our book value reflects the exercise of the Series B warrants through a combination of no cancellation and limited cash exercise and the conversion of the preferred stocks, which occurred on July 13, 2023, as part of the recapitalization transaction.
As MJ said, interest income has covered Acacia's fixed parent costs in the first 9 months of the year, and we expect this to continue through the rest of this fiscal year. A key part of this was the elimination of approximately $6 million in annualized parent G&A costs, compared to the prior fiscal year. We expect Printronix to generate free cash flows on an annual basis.
Let me now turn to the third quarter results. Total third quarter revenues were $10.1 million, compared to $15.9 million in the same quarter last year. Printronix generated $8.3 million in revenue in the quarter, compared to $9.6 million last year. The Intellectual Property business generated $1.8 million in licensing and other revenue during the quarter, compared to $6.3 million in the same quarter of last year. As MJ mentioned, given the nature of the Intellectual Property business, we have expected fluctuations in revenue quarter-to-quarter.
General and administrative expenses, which includes G&A at IP and Printronix, decreased to $13.9 million, compared to $15 million in the same quarter of last year due to a decrease in personnel and compensation costs related to reduced headcount and a reduction in Printronix G&A.
Operating loss was $15.4 million, compared to an operating loss of $11.4 million in the same quarter of last year with the reduction due to lower revenues. We recognized [$2.2 million] in earnings, net of noncontrolling interest, in our equity investment and joint venture for milestones reached during the period.
Third quarter 2023 GAAP net income was $1.6 million or a $0.03 loss per diluted share, compared to GAAP net income of $28.1 million or $0.02 per diluted share in the third quarter of last year. Diluted earnings per share adjust the numerator used in the earnings per share computation for the return on settlement of Series A redeemable convertible preferred stock, resulting in a diluted net loss attributable to common stockholders for the 2023 period.
Net income included $8.8 million in unrealized gains related to the increase in share price of certain holdings. We also incurred noncash income of $1.5 million related to the gain on exercise of the Starboard Series B warrants. The third quarter also included $6 million in nonrecurring charges related to severance, legal and other professional fees associated with the separation of our former CEO and other nonrecurring charges. As of September 30, 2023, our NOL totaled approximately $85 million. 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 $409.2 million at September 30, 2023, compared to $349.4 million at December 31, 2022. Equity securities without readily determinable fair value totaled $5.8 million at September 30, 2023, which amount was unchanged from December 31, 2022. Investment securities representing equity method investments totaled $19.9 million at September 30, 2023, net of noncontrolling interest, which amount was unchanged from December 31, 2022. Acacia owns 64% of MalinJ1, which results in a 26% ownership stake in Viamet Pharmaceuticals for Acacia.
The company currently carries no debt, having paid off its senior secured notes on July 13, 2023. 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.
The completion of the recapitalization transactions in July resulted in an incremental $166.8 million increase in book value and an incremental 41.1 million increase in shares outstanding. We continue to believe our cash per share is an important metric for measuring our progress. As of September 30, 2023, our cash per share stood at $3.45.
With that, we'd be pleased to take your questions.

Question and Answer Session

Operator

(Operator Instructions) And your first question today is coming from Anthony Stoss from Craig-Hallum.

Anthony Joseph Stoss

Just a question quickly (inaudible). It seems like a relatively small investment, $10 million for 50.4%. You talked about pretty decent expected returns. Can you maybe expand on that expectation? And I had probably 2 or 3 follow-ups.

Martin D. McNulty

Yes. So it is small. It's the beginning of a platform to take advantage of a market where we think there are incredible opportunities to buy these cash-flowing assets from existing producers that have kind of neglected the assets and from others. So while this initial investment is small, it's really an investment in the existing set of assets, which is about $6 million of LTM cash flow. And then we continue to pursue the strategy, and the team has a pretty good pipeline of incremental opportunities.
And in this case, we're really partnering with a family that's been in the oil and gas business for the last 100 years and has a deep, deep set of relationships and a pretty fulsome opportunity set to continue to grow. The beginning of this platform is something much larger.

Anthony Joseph Stoss

Got it. Okay. I think you answered my question, but let me just follow up with a second one. With your large cash balance, so it's correct to assume that you could go after a much bigger oil and energy type of assets? Or this still signifies that you're going to be looking at all industries out there?

Martin D. McNulty

We're going to continue to look at the industries that we've indicated that we're going to look at: industrials, mature technology, energy, health care. I do think that this will be a large part of our holdings or a good part of our holdings over time pursuing the strategy. But that doesn't mean that we're shifting gears away from the other industries that we've been evaluating. And I mentioned that we have several things in the offer of those -- there are a handful of health care-related, technology health care-related, industrial instances in that bucket.
So we're not turning ourselves into an oil and gas company. We do think the strategy is very attractive in oil and gas. We think it's very different from the way that others, including private equity and other public companies, are pursuing the industry. So we are very enthusiastic about deploying more capital here, but this is not mutually exclusive from our other areas of focus.

Anthony Joseph Stoss

Got it. By the way, congrats on the Arix deal. That's wonderful for Acacia. One of the shareholders, it looks like, in Arix is kind of disputing the fact that you guys are getting cash, and others are getting stock. I'm curious if you can share your thoughts on that.

Martin D. McNulty

Yes. I mean we saw that news, too. I think they're a small broker that shouldn't take away from the value of their opinion. We are getting cash, and other shareholders are getting [gig] stock. Other shareholders have a say in the way that the deal ultimately happens. We did have a sizable position, and so we got a premium in terms of the consideration being cash instead of stock because of that position.

Anthony Joseph Stoss

Got it. By the way, thanks for the conversion of Starboard. I mean it definitely cleans up the model, makes everything a lot more clear.

Martin D. McNulty

Yes, of course. Thanks, Tony.

Operator

(Operator Instructions) And your next question today is coming from Brett Reiss from Janney Montgomery Scott.

Brett Reiss

There are a lot of credit opportunities now, making all sorts of loans, because the banks have kind of pulled back from that type of lending. Are we looking at any of those type of opportunities with the big cash hoard we're building?

Martin D. McNulty

Yes. So that's a great question, Brett. It's something we certainly talk about a lot. Our primary business is to acquire operating entities and have them under Acacia's umbrella. And we do have some capacity to do things like that. I think we're cautiously evaluating it. Our team is not in the business of originating and syndicating loans. So we would have to build out an effort to do that.
We've certainly seen individual companies where we could put structured securities into them with returns that are kind of commensurate with what you're suggesting. We've also seen loans that we could acquire and control (inaudible) securities. What I would say is those are very interesting to us. Our primary objective here is to acquire operating businesses and have them in Acacia's stable companies, but that doesn't preclude us from evaluating some of these credit structure opportunities.

Brett Reiss

Okay. In terms of the thought process to go with a share buyback rather than declaring a dividend as a way to get the stock price up as potential currency for other deals, why did you go with the buyback versus declaring a dividend, if you could share with me some of the thought process there?

Martin D. McNulty

Yes. I mean look, we -- you can do either. I think from a tax perspective and from an optimization perspective, we think the buyback is attractive. And at the valuation of our stock today, I think it's beneficial to our shareholders to own more of that stock. And so ultimately, our Board landed on a buyback as opposed to a dividend to accomplish cycle.

Brett Reiss

Okay. On a scale of 1 to 10, 10 being metaphysical certainty, what would you -- the Arix deal closing, what do you think it is? 7, 8, 9?

Martin D. McNulty

I love it, Brett, when you ask me to put things on a scale. What I will tell you is that there is one condition to the closing of our Acacia's Arix shares to RTW. And that is approval from the Financial Conduct Authority in the United Kingdom for the transaction. I will say that the entity within Arix that triggered this approval requirement is currently FCA-approved or certified as is RTW. So I don't want to handicap it, but we're being advised that this is a routine approval process by the FCA. Now it's -- there are things that are out of our control, but that's what we're being advised.

Brett Reiss

Okay. Pivoting to the patent business, the jury award that we recently got, do you know when we'll know whether the defendant will elect to appeal or just penny up and pay? What's the timelines on that?

Martin D. McNulty

We do not have a specific timeline on that. The award in and of itself, the defendants have an opportunity to appeal that. They have an opportunity to settle that. That's a process that we can't comment anymore on. As I did mention, it has created some other productive conversations around that portfolio, and we'll see how those play out.

Brett Reiss

Right. Right. And one last one on the patents. Do you know what the court calendar for firm trial dates with other defendants in the Wi-Fi 6 portfolio are over, let's say, the next 6 to 9 months?

Martin D. McNulty

I...

Kirsten Hoover

Do know in our -- sorry, MJ.

Martin D. McNulty

Go ahead, Kirsten.

Kirsten Hoover

You can go ahead -- I was just going to say, we do disclose all trials, not just Atlas within the next 12 months, and that's at 7. That is publicly disclosed in our 10-Q.

Brett Reiss

So in the 10-Q, there are 7 trial dates from 7 different defendants?

Kirsten Hoover

Yes.

Operator

Your next question is coming from John Levin from Levin Capital.

John Levin

Can you hear me?

Martin D. McNulty

We can hear you.

John Levin

You can hear me?

Martin D. McNulty

Yes.

John Levin

Okay. So it follows that question. So I think the award is $27 million. Is an inference -- same kind of question of percentage. Inference that, that is less than half of what you might ultimately obtain or a 1/4? What's the potential magnitude here that this could produce, because we know it's significant?

Martin D. McNulty

Yes. John, just quickly on the numbers, the jury award was $37.5 million.

John Levin

Yes. My bad. I'm wrong in everything these days. Go ahead.

Martin D. McNulty

That's okay. I don't want to handicap what the total value of the portfolio is, but it's substantial. When you look at the end market for Wi-Fi 6 and the total number of products that use Wi-Fi, the market opportunity there is very large. So I'm not going to estimate that it's 1/2 or 1/4 or 3/4 or 100%. What I would say is that the market is very large for products that use the Wi-Fi technology that we have a patent on. And Mark and his team are continuing to execute very aggressively on taking advantage of that opportunity.

Operator

There are no further questions in queue at this time. I would now like to turn the floor back to management for closing remarks.

Martin D. McNulty

Thanks, Tom. Thanks, everyone, for joining the call. We're really enthusiastic about the forward motion here. We're very enthusiastic about Benchmark and our partnership with McArron and Kirk and the team at Benchmark. And we appreciate everyone joining the call. Thanks very much.

Operator

Thank you. 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.

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