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

Thank you, operator. Hosting the call today are MJ McNulty, Interim Chief Executive Officer; and Rich Rosenstein, 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 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 that 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 like to turn the call over to MJ. MJ, the call is yours.

Thank you, Rob, and hi, everyone. Thanks for taking the time to join us this morning. 10 days ago, we announced the completion of a transaction with Starboard Value. As you may know, our partnership with Starboard began three years ago when we established a framework to evaluate a corporate acquisition strategy together. While our initial terms provided adequate capital and validated the opportunity, we learned along the way, there were some unintended complexities in our capital structure. This new agreement provides the ability to better pair the transactional and operational talent of the Acacia team with Starboard's platform, expertise relationships and capital. In addition, this transaction streamlines our capital structure and when complete simplifies our balance sheet without complicated derivatives. Importantly, on a go-forward basis, this new structure will provide all shareholders the ability to participate on the same footing as Starboard. Between our relationships and Starboard's networks, Acacia will have access to larger pools of capital that can use -- that we can use to fund deals. We believe this transaction establishes our long term operating model, positioning us to execute the strategy we have previously articulated. As part of the transaction, we're pleased to add Gavin Molinelli, a Starboard Partner and Portfolio Manager, as Chair of our Board. And with this milestone transaction now in place, Clifford Press, Acacia's CEO for the past three years has resigned from both the company and our Board. Clifford played a significant role in establishing this platform, implementing the strategy and advancing us to this point with Starboard. On behalf of the company, we thank him and we wish him well. With that, I've been named to serve as interim CEO. For those of you who don't know me, prior to joining Acacia in the second quarter of this year, I…

Thank you, MJ. Let me start by providing an overview of the agreement with Starboard, which will be executed in a sequence of transactions starting this month and concluding in the third quarter of 2023. Ultimately, this agreement will significantly streamline our capital structure with all in the money warrants exercised and all convertible preferred shares converted into common stock as well as see Starboard invest at least $78.8 million in new capital to acquire shares at $5.25 per share. Pro forma for each transaction in this agreement, Acacia will have $390 million in cash and marketable securities with $308 million of that in cash. First, this agreement bolsters our innovative corporate acquisition platform, as MJ discussed. Starboard will invest at least $245 million in capital in Acacia. And as MJ mentioned, our team, processes and pipeline are now in a position to deploy capital to pursue our acquisition strategy. Second, our capital structure will be much simpler with all shareholders investing in Acacia on the same basis. To achieve this, Starboard will first exercise its Series A warrants, resulting in approximately 11.5% common equity ownership in Acacia and approximately 27.5% voting interest inclusive of its existing ownership of convertible preferred stock. This was actually completed earlier this week. Acacia intends to commence a rights offering in the first quarter of 2023, offering one new share for every four shares owned with a maximum offering of more than 38 million shares. The offering price will be $5.25 per share. Starboard has committed to purchase at least 15 million shares in the offering, which means an incremental investment of at least $78.8 million. Next, in the second quarter of 2023, Starboard is committed to convert its $35 million in face value of convertible preferred stock into common stock following approval of…

Thanks, Rich. So to summarize here, we've got and have built a strong team, very strong and institutionalized processes and pro forma for the completion of our transaction with Starboard. We'll have approximately $3.91 in cash and marketable securities per share and a book value of $5.22 a share. As a reminder, as Rich said, book value includes both our private and our operating businesses at cost. Additionally, as Rich mentioned, we do not intend to burn any cash as interest earned on our cash holdings will support the pursuit of our acquisition strategy. And with that, we'd be pleased to take any questions.

Thank you, ladies and gentlemen. The floor is now open for questions. [Operator Instructions] And the first question is coming from Anthony Stoss with Craig-Hallum. Anthony, your line is live.

Thanks. Welcome aboard, I guess, MJ. I know you've been there for a short period of time, but as interim CEO. Let me just [Technical Difficulty] let me fire up a couple of questions that I seem to get most often from shareholders. Most lately, it's with Viamet. How do you monetize it and what are your plans on monetizing Viamet?

Sure. So thanks, Tony. So as you know, we own approximately 26% of Viamet, which is, in essence, the recipient of royalties and milestone payments. One, we have received -- we have earned a couple of those milestone payments again this year, one of which in the second quarter was paid in the third quarter. It was a small milestone payment. And then there's a much larger one that we anticipate receiving before the end of the year. So at a minimum, we anticipate receiving those milestone payments and royalty payments. And we're excited about the opportunity that, that represents for us. If there are opportunities to monetize that differently, we would certainly consider that. But at a minimum, the royalty stream is something that we're quite excited about.

Got it. And since you're holding the mic here, Rich, let me ask you a question on OpEx. It always jumps around, really difficult to predict just like your revenues, but at $17.3 million in September, should we think of that as kind of the go-forward rate on OpEx?

Our patent business has OpEx that is going to vary based up on [Technical Difficulty] at a minimum to consider. The Printronix business is fairly steady OpEx that -- to the extent that, that business, through some of the partnerships that we've executed begins to grow a little more substantially. You may see that grow. But for the moment that's probably a reasonable level. And from a G&A perspective, at our parent organization and in our business development efforts, that's really going to vary based upon the activity that we see and the transactions that we pursue. So in periods where there's modest activity, there will be less of that. There'll be more of it when we get closer to acquisitions that we're diligencing very heavily. So it's probably not a bad place to start, but it is going to vary, and it's going to be very -- they'll vary based upon sort of success-based opportunities, if that makes sense.

Got it. And then two last questions. It's been a little while since we've had an update on the Wi-Fi IP portfolio. I know you guys are successful out of the gate. I know you have high hopes for it. Maybe if you wouldn't mind sharing, if there's anything to share, kind of an update on that? And then I'm saving the last question for MJ.

Sure. So we often don't have kind of update commentary around specific IP portfolios. One thing I will say is that the portfolio that you mentioned is something that we're very excited about. It's actually more than delivered the capital that we invested in it already, which was a lot sooner than we had anticipated. We did have one large settlement last year, which not only was helpful from a financial return standpoint but also validated the quality of the portfolio in the marketplace, and that's actually generated a lot of meaningful discussions that we've had with additional potential licensees. Our goal is to maximize value, not to put revenue on the board as quickly as possible. So trust that we're looking to maximize the value of that portfolio. But our enthusiasm for it has only grown since we acquired it.

Got it. And then MJ, a lot of existing shareholders are ones that have exited Acacia. The underlying theme is, I don't know what I own. Am I going to own a part of Kohl's or what am I going to own a part of? So it's been three years since the Starboard agreement, no acquisitions to show for it. I mean I know the life sciences stuff was kind of ongoing before the Starboard agreement. I'm optimistic with you there that we can get something, hopefully, relatively soon. It'd be nice to have a large operating business so investors can actually look at what they own and what the true value of the stock is. Just love to hear your thoughts on anything related to that.

Yes. Tony, first, I appreciate the optimism. And look, we share that optimism here. We -- I think you and I first spoke probably at the end of the first quarter earnings call right after I had come on board. And since that time, we have really spent a considerable amount of effort in defining what it is and who we are and putting the processes and the team in place to prosecute against that strategy. So you asked a very specific question, are we going to own Kohl's? The answer is, we're very focused in terms of our goal of acquiring good businesses that we can make better in partnership with excellent executives, whether it's existing or executives that we bring alongside us. We're very opportunistic. I think we have several tools in our toolkit to do that, including this hybrid private equity hedge fund strategy, the ability to create a catalyst for itself, but that's not the only tool that we have. We're very focused at the moment in industrials, health care and mature technology businesses. We -- that doesn't mean we're going to limit ourselves to that, but we are focused in those areas. If we see something opportunistic that is interesting outside of those areas, we're evaluating things. And we have spent a considerable amount of time building what we think is a really attractive pipeline. And I would say, and I think I said it earlier, there -- we can acquire private businesses in regular way, bilateral private discussions in an auction process, though the latter is less attractive for us from an allocation of time or payback on time allocated standpoint. We can acquire public businesses. We can acquire divisions in public businesses. We're pretty enthusiastic today around public to private, whereas I guess even as recently as six months ago, certainly 12 months or 24 months ago, that are with the other direction. So we're seeing a lot of very interesting opportunities in the public markets where we can create a catalyst and be a buyer and do some really interesting things with those businesses. I think Rich said it and I said it as well. We have the pipeline, we have the process, we have the team. We can do this, but we're being very deliberate about our approach and our valuation.

And Tony, if I could just -- I want to clarify one point that you made. You had said that the life science portfolio acquisition was in place before the Starboard deal. That's actually -- that's not the case. And importantly, that transaction was really only possible because of Starboard's partnership with us. So the Starboard relationship was entered into back in November of 2019. And you recall at the -- kind of at the beginning of COVID, we found this portfolio of life science investments, which frankly, was not something that we were set up to explore or evaluate or look for. It was not what we were looking to do at the time. But it was opportunistic. It was a once in a lifetime opportunity. And we had probably $160 million of ready cash on our balance sheet at the time. And to buy this portfolio, we needed to have approximately $300 million in cash to put up an escrow in order to effectuate the transaction. So that would not have been possible if we didn't have the partnership with Starboard and the availability of that capital. And that transaction, while I know it's been -- it's been the primary focus of many of our conversations with you and with others interested in our company, it's important to recognize that transaction has already delivered $155 million more in capital than we put up for it, and we still have holdings at book value. And as you know, the book value of our private positions is largely based on cost but an additional nearly $110 million of value and potentially more. So that transaction has created an incremental $265 million or more in value, would not have been possible if it hadn't been for the Starboard partnership. So I think that's an important distinction to make. We're obviously very pleased with that transaction. It has created enormous value. And in many respects, it sort of set up a very difficult comparison to do that on our next stack, but we're very focused on doing that.

Thanks to both of you guys for those detailed explanations and looking forward to seeing what comes next to Acacia. Thank you.

Yeah. Thanks, Tony.

[Operator Instructions] Up next, we have Brett Reiss with Janny Montgomery Scott. Brett, please proceed.

Hi, gentlemen.

Good morning.

Hey, Brett.

Good morning. Hi. In terms of the timing of the first acquisition, are there any conditions preceding that have to happen in the simplification of the capital structure before you can pull a trigger on the deal? Like, for example, do you have to have shareholder approval in your pocket before you make the first acquisition?

No.

No, we don't.

Okay. So we're waiting until after the first of the year simply because you're doing additional due diligence or maybe you think there's just another shoe to drop in terms of the market volatility?

Yes. I mean, Brett, I think it's a great question. As we look at our pipeline, we're advancing a lot of things and they are at different stages of that pipeline. There are things that we saw very attractive and pricing moved away from us. There are things that we thought were very attractive in pricing has moved in our favor. It's not a question of waiting until the first of the year. It's really a question of making sure that we're undertaking the rigor of our investment analysis process such that we're making the right decisions. And as you know, transactions have lives of their own. And so as they advance through the pipeline and the stages of our work and our investment decision making process, we'll get -- we'll move things to the phase where we can close something. There is not something in the pipeline that's in that final stage of closing a transaction. So it's not a question of waiting until the beginning of the year. It's making sure that we're advancing as many things as possible to that stage and getting as many shots on goal as we can. And if I think about it, my children are hockey players, they use the hockey analogy. We've spent a lot of time with the opposing offense in our zone. We moved into the neutral zone, and we were doing a decent job kind of making sure that puck wasn't getting into our zone and now we're in the opposing team zone, and we're continuing to take shots on goal. And our shot count is going up. And as you know, the higher the shot count, the higher the probability of getting goals up. So that's what we're focused on.

Right. Now how important to us is the extra capital that might come in from the exercise of the rights offering at $5.25 from other shareholders? And if the answer is, yes, it's important, don't you have to make some sort of acquisition to attract attention to the market, to the company and, hence, realize a higher stock price so that shareholders other than Starboard, who's committed to investing the 15 million at $5.25 will be incentivized to exercise their rights?

Great question, Brett. I mean we're very focused on driving shareholder value. And we believe that if we can demonstrate to shareholders that there's more than $5.25 per share in value, then the rights offering will be attractive. If we can't do that, then we understand that investors may not be interested in investing at that price. So we worked with Starboard, we negotiated that price. We think it's a price that should prove attractive for shareholders based upon the opportunities that we see. But we're not going to rush an acquisition announcement as a catalyst to drive that opportunity. We're going to remain disciplined, but -- and we want to be very good stewards of capital and so that's our focus. And as far as timing goes, it's just important for us to be realistic about timing rather than making predictions of when deals are going to happen. If we can accomplish something sooner, we would love to do it. If we find something attractive that we can move on quickly and close on quickly, we would love to do it. But we're not going to make promises that we can close something before a certain date, for instance, around the rights offering just for the sake of making the rights offering successful.

Right. One last one, when you read Berkshire's annual report, he's got a checklist of criteria in businesses that he would like to purchase. In terms of what you're focusing on, can you refresh our recollection, what are we looking for? And is there a minimum and maximum deal size that's your kind of sweet spot?

Yes, Brett. So we also have a checklist of criteria that we go through and a checklist of plan to put together once we acquire a business. So we are admirers of Berkshire in that respect. And we've adopted that for ourselves. So we appreciate you bringing that up. In terms of what we're looking for, we're looking for businesses that we believe we can make better. And we believe we can make better in partnership in combination with existing teams, with teams that we can bring on board with operating executives with whom we have relationships. This is a very valuable area of our partnership with Starboard as they have a lot of relationships and expertise in doing that in public companies, and we're looking to do that in not private companies, but companies within Acacia's stable. And so that's really what we're looking for at least at a high level, and that can take many different forms. In terms of size of business, we're not really constrained to the size of business that we can acquire. As you know, we acquired Printronix almost a year ago, as Rich mentioned earlier, that was on the smaller side. And we've bid on businesses that you've seen out in the public that are much larger. We have cash from our balance sheet. We have relationships with other large institutional investors that like to participate in opportunities like these alongside folks like us. And so it really comes down to this situation. As I mentioned, we are focused on a couple of key areas of the economy right now. We're not precluded from doing things in other areas of the economy if we find them to be very attractive. We're not precluded from doing something like a life sciences portfolio again if we think that it's attractive, but we are trying to stay focused and disciplined on that formation, which is acquire businesses that we think we can make better and, ultimately, great in partnership with really smart people around the table.

Great. Thank you for taking my question and of course, break a leg, I’ll say the best of luck.

Thanks, Brett.

Thanks, Brett. I’ll try not to break the leg down.

Okay.

[Operator Instructions] We have a question coming from Adam Eagleston with Formidable Asset Management. Your line is live.

Hello, gentlemen. Appreciate the time today. Again, congrats on the restructuring. Happy to see that as a long-time shareholder here. The question is, Rich mentioned, I think, getting all the ancillary businesses for free which is great on the one hand, but on the other, tell us how you're thinking about the discount between book value and price that narrowed between $630 and $930 million, I think, in large part because of the buyback. So maybe walk us through your capital allocation decision, appreciate the more shots on goal analogy, but how do you think about your own stock as part of one of those shots on goal?

Thanks, Adam. Look, we've repurchased 55 million of our own shares in the last year or so. We certainly are mindful of the value of our stock. And as -- and the discount that it trades at. We would certainly consider resuming that if we aren't able to find better opportunities for capital deployment. We have been out of the market. As you know, as we've been conducting this negotiation on -- with the recapitalization with Starboard and the simplification of our balance sheet. But first and foremost, we like the idea of having dry powder to commit to opportunities that we think are going to return -- provide very attractive returns on that investment and so that's our primary focus. And shrinking the capital for the sake of shrinking the capital is not necessarily consistent with that sort of strategic mission. But having said that, we're very mindful of where our stock is trading and in periods where we don't have opportunities to make acquisitions, it's something we would certainly consider.

Got it. So does that level of discount to book value service somewhat of your hurdle rate or how do you think about that?

Yeah. I think that's a good way to think about it. I mean we have opportunities to deploy capital, we want to deploy it in the most attractive way possible. And we would always measure that against the appeal of buying back our own stock. So we -- that set a high hurdle for us.

Okay. Fair enough. Thank you. Appreciate it.

Thank you.

Okay. We have no further questions in queue. I'd now like to turn it back to management for closing remarks.

Thanks, everyone. Thanks for the thoughtful questions. Thanks for taking the time with us this morning. And thanks for the support and the optimism about the platform here. We will continue to update you as things continue to develop, and we have some deals moving forward. So we look forward to talking to you next quarter.

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