Acacia Research Corporation [ACTG] Conference call transcript for 2022 q1
2022-05-12 17:43:18
Fiscal: 2022 q1
Operator: Good morning, ladies and gentlemen, and welcome to the Acacia Research First Quarter 2022 Earnings Call. It is now my pleasure to turn the floor over to your host, Rob Fink. Sir, the floor is yours.
Rob Fink: Thank you, operator. Hosting the call today are Clifford Press, Chief Executive Officer; Rich Rosenstein, Chief Financial Officer; and MJ McNulty, Chief Operating Officer and Head of M&A. 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 operations and are based on the current estimates, 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 both filed with the SEC. I would also like to remind everyone that a press release disclosing the company's 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 & Events tab. With all that said, I'd now like to turn the call over to Clifford Press. Clifford, the call is yours.
Clifford Press: Thank you, Rob, and good morning, everyone. As we are all well aware, valuations across the equity markets started compressing during the first quarter, and there was a significant increase in volatility. That volatility has continued, and the disruptions are creating attractive opportunities for Acacia. With an expanded team of M&A professionals and ready access to a strong base of permanent capital, we are in a very good position to put our capital to work. Our team is now in place, headed by MJ McNulty and Wes Golby. We have also built and continued to expand our network of like-minded investors and strategic executives who engage with us on investment projects and can serve as partners in executing complex transactions. The hard work of the last year to build an infrastructure and a network where we were realizing gains and increasing our base of capital is now aligned at an opportune time as valuations become more attractive. Our transaction activity is increasing across the range of companies that fit our criteria. Illustrating this in more detail. We have access to nearly $1 billion in capital and significant experience in complex transactions, including in situations that are mispriced in the public market or where we see an opportunity to unlock value. We have established a dynamic strategic partnership with Starboard Value LP with a clear focus on the type of opportunities we are seeking, and we are fortunate to be able to operate in a flexible fashion. We can acquire public or private companies or discrete divisions of companies, and we are able to participate in or lead consortia of investors to complete larger transactions. Simultaneously, we are increasing our capital base. During the quarter, we realized an additional $59.5 million in gains from monetization of the life sciences portfolio as we continue to opportunistically divest these positions. To date, we have realized $394 million from this portfolio, having invested $294 million to acquire it. We continue to hold $163.7 million in assets at market value for the public companies and at cost for the private companies. In April, Mycovia received approval from the U.S. Food and Drug Administration for its novel compound for the treatment of recurring yeast infections. This approval has triggered a milestone payment to Acacia of $26 million due by the end of 2022 and more importantly, sets the stage for commercialization of this important drug which will generate significant future royalties for Acacia. While our focus on acquisitions is on operating assets, we also consider our stock to be an attractive investment with Acacia shares trading below book value. During the first quarter, we completed the $15 million buyback program that we announced in December, purchasing 3.1 million shares at an average price of $4.80 per share. We subsequently announced an additional $40 million buyback authorization, and we have been executing on that authorization since. With that, I'd like to ask MJ McNulty, our Chief Operating Officer and Head of M&A, to provide a brief update on our process for managing our acquisition pipeline. MJ?
Martin McNulty: Thanks, Clifford, and thanks to everyone for spending your time with us this morning. As you may know, I joined Acacia in mid-March really to lead our M&A initiative. I'd like to spend a little bit of time this morning providing some additional details on our strategy and how we've established an organization to execute on our strategy. I know Clifford and the team have spoken about the strong relationship with Starboard, and thus far, for us, it's really a foundational piece of the strategy. Together, we have a deep bench of M&A experts and personnel with multiple decades of sourcing, executing and unlocking value in these opportunities to create superior returns as well as having business and investment acumen. Our team is built around our defined areas of interest, which we mentioned in the last call, of industrials, mature technology, health care and consumer. The team includes both deal professionals and former successful executives working together on the execution. As an expansion of our internal efforts, we are also working closely with the Starboard team to evaluate opportunities. We've spoken about the rigor we employ when evaluating opportunities and determining an appropriate valuation we're willing to pay. The recent economic volatility Clifford mentioned earlier has influenced relative valuations, creating a more robust environment of things for us to look at. And with that, I wanted to provide some additional detail and insights on how we view the market. We approach M&A with 2 distinct strategies. First, we're looking for operating companies or divisions of operating companies where we can deploy permanent capital and work side by side with the team to drive value. These targets are in the verticals I mentioned, mature technology, industrials, health care and consumer. In some cases -- and together, we have the collective experience of our acquisition team and our partnership with successful operating executives in both these scenarios. These situations tend to have business models that are relatively consistent and predictable, and our goal is to maximize operational efficiency, increase cash generation and grow the business over time. Unlike PE funds which have a defined exit time line or SPACs or other vehicles which seek to spin out businesses in an IPO, we can approach these opportunities with an owner mindset and with great flexibility, operating them indefinitely, improving profitability and selling them or pursuing other transactions. As I mentioned, the strategy consists of predictable business models, and we're also willing to be opportunistic and participate in complex transactions both inside and potentially outside those stated verticals. In both cases, we've meaningfully enhanced our resources and relationships for identifying these opportunities. Simultaneously, we continue to build our network of senior operating executives with whom we work to identify, qualify and execute against unlocking value. Starboard plays a valuable role in a variety of ways, including extending our operating executive network, augmenting our investment decision-making process and identifying nontraditional acquisition opportunities. We've built a significant pipeline. And as you know, we have initiated efforts to acquire several companies. With that, Clifford, I'll turn it back over to you -- or Rich, I'll turn it over to you. Thanks.
Richard Rosenstein: Thank you, MJ. First, I'd like to remind everyone that we closed on our acquisition of Printronix in early October, and accordingly, the results reported today include the contribution from this business with no comparable contribution in the prior year quarter. Our GAAP book value at March 31, 2022, was $345.5 million or $7.42 per basic share compared to $430.5 million or $8.80 per basic share at December 31, 2021. As a reminder, our GAAP book value includes the impact of our warrant and embedded derivative liabilities on our balance sheet, which in turn reflect the impact of the increase in the company's share price over the last year. 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. On this basis, assuming full exercise of all issued derivatives, Acacia's pro forma book value would rise to $952 million or $5.91 per share, down from about $1.1 billion or $6.51 per share on the same basis as of December 31, 2021. The primary reason for the decline in book value is the decline in share prices of our securities holdings during the quarter. For the quarter, highlights of our financial performance include the following. First, revenue for the first quarter of 2022 was $13.5 million compared to $5.8 million a year ago. Breaking that down. Printronix contributed $10.9 million in revenue in the quarter with no contribution in the prior year. And two, our Intellectual Property business generated $2.6 million in revenue compared to $5.8 million in the first quarter last year. General and administrative expenses were $11.1 million compared to $6.2 million in the first quarter last year due to the inclusion of Printronix operating expenses as well as increased business development and personnel expenses related to the company's expanding acquisition organization. Operating loss was $8.5 million in the quarter compared to a loss of $5.7 million a year ago. Breaking this down. Printronix contributed positive $1.6 million in operating income, offset by a $3.6 million operating loss in our intellectual property business in the quarter and G&A in our parent organization related to our business development and acquisition activities. Next, realized and unrealized loss on securities totaled $105.3 million in the quarter, a reflection of the decline in share prices of our security positions since year-end. The single biggest driver of the unrealized loss in the quarter was the decline in share price of Oxford Nanopore whose shares declined 43% during the quarter. We did realize $66.9 million in gains from sales of securities during the quarter, of which $59.5 million were from the sales of shares in our life sciences portfolio, which we continue to bring to realization. We now own just over 14 million shares of Oxford Nanopore, down from nearly 39 million shares prior to its IPO in September 2021, and sales to date have been made at an average price of 486p per share. Our GAAP net loss in the quarter was $73.3 million or $1.61 per diluted share compared to a net loss of $164.5 million or $2.81 per diluted share in the first quarter of last year. We recognized noncash income related -- of $28.1 million related to the decline in the fair value of the Starboard warrants and derivative liabilities during the quarter due to the decline in Acacia's share price during that same period. We ended 2021 with a net operating loss carryforward of approximately $170 million. During the quarter, our realized gains have brought that down to a little more than $100 million. Recall that at the beginning of 2021, our net operating loss carryforward plus capital loss carryforward stood at $286 million. So we've been able to reduce that by nearly 2/3 in just over a year largely through gains that we've been harvesting. Cash and equity securities at fair value totaled $535.9 million at March 31, 2022, compared to $670.7 million at December 31. Debt at the end of the quarter was $168.7 million in senior secured notes issued to Starboard Value, down from $181.2 million at December 31, 2021, as we paid down $15 million in notes during the quarter. We have since repaid an additional $50 million of notes after the end of the quarter. More details 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 comments. Clifford?
Clifford Press: Thanks, Rich. In conclusion, the volatility that we are seeing in the market is creating opportunities, and Acacia is well positioned with an experienced team, access to capital and a growing network. Our willingness to pursue complex multifactor transactions without the requirements of either a narrow mandate or a restricted time horizon makes Acacia a unique and advantaged buyer of businesses. The process of acquiring companies is not linear, and it is therefore hard to predict when transactions will close. But I believe our hard work to build an infrastructure that enables us to identify, pursue and close appropriate transactions is aligning well with a rationalization of valuations. 2022 has the potential to be another transformative year for Acacia. With that, we would be very pleased to take your questions.
Operator: Your first question is coming from Tony Stoss from Craig-Hallum.
Tony Stoss: A couple of them actually. Clifford, just following up on your comments on Mycovia and the milestone payment. Can you help us understand if there's additional milestone payments along the way, if there's additional royalties? Or any thoughts you have on maybe monetizing this asset down the road? And then along the same line, the WiFi 6 patent portfolio has paid dividends already. I'm curious if you care to share any updates on kind of new potential licensees going forward.
Clifford Press: Only the two, Tony? I thought you had several more. Okay.
Tony Stoss: I'll follow up with that.
Clifford Press: Okay. On Mycovia, the significant milestone payment is $40 million, and it is triggered by the FDA approval. Our share of that is $26 million. There are some smaller milestone payments based on developments in other geographies. Europe, for example, has a small one coming due. But I think that's pretty much the end of the fixed milestone payments. And after this, we're looking to the royalty stream driven by actual sales of the product. As with any owner of a royalty stream, you can hold it to -- for future payments or you can monetize it at some point when its value has been clarified or realized -- when it's reached a stabilized level of income. And that's always a consideration we can have in the future. In terms of the WiFi 6 portfolio, I think that's a very significant portfolio. Mark Booth and his team are doing an excellent job of continuing to monetize it. The fact that it has been as effective as it has is obviously a fact which is known to future potential licensees, and I think that will play a role in making those transactions easier to complete.
Tony Stoss: And then, the WiFi 6 new potential...
Clifford Press: That's the WiFi 6 I thought I was on.
Tony Stoss: Okay. Maybe if I could follow-up with MJ. Just with asset prices coming down, I'm curious -- I think other shareholders would love to hear maybe the areas of expertise as you've built out your team. Is it predominantly tech, industrial? Is there some health care? And just curious, your thoughts on what might be too big or whether or not it's even worth going after smaller acquisitions.
Martin McNulty: I mean I'll -- so first part first. We continue to build out the team. We're getting to critical mass. We have substantial experience and operating executives working with us in all of those areas. Industrial and technology in particular are a focus. You've seen the market come off -- I think a lot of things in the technology space seem to be coming off more. And so we're spending a lot of time there. In terms of sizing, I don't really want to comment on sizing. We have the capability to do things across the spectrum. It's really going to come down to value and the contribution to Acacia as a whole on a risk-adjusted basis. You've seen us look at very large things. You've seen us do very small things. We're going to be very thoughtful about where we spend our time. Small deals take as much time as large deals in a lot of cases. So it's kind of a real-time analysis of the efficiency of time spent on opportunities available.
Tony Stoss: Okay. And then my final question, I guess for Rich, I can't leave you out. You've been paying down debt rather quickly the last couple of quarters. Is that kind of the expected plan, pay down debt each quarter going forward versus keeping some powder dry for M&A?
Richard Rosenstein: Yes, that's right, Tony. I mean as you recall, we've -- the debt has enabled us to have some liquidity for what were increasingly large securities positions, and as we've been selling those down, we've had the resources to pay down the debt. But we continue to have significant capital resources available to us. So leaving that debt outstanding and paying interest on it didn't seem to be the best use of capital. So it continues to be available to us, but if we can manage with less of it, then we will.
Operator: Your next question is coming from Adam Eagleston from Formidable Asset Management.
Adam Eagleston: So a couple of questions here. So one, AMO Pharma had some news in the past week or so with regard to an additional private investment. Just wanted to see, given your position in that company, if that was something in which you participated.
Clifford Press: So that was the second part of a previously negotiated equity investment that was milestone driven. They've obviously made significant progress, and so that investor put in the rest of the capital. It was not us.
Adam Eagleston: Got it. Okay. It was not you, okay. Great.
Clifford Press: It's a terrific investor, by the way. It's Dermot Desmond's company, IIU.
Adam Eagleston: Great. And then second, I know that you talked a little bit earlier about Mycovia. So obviously, there's more clarity there now with the milestone payment and the royalty getting ready to start. Any idea when you might change that valuation from cost to something that would reflect more of that present value of the royalty stream/the milestone payments?
Richard Rosenstein: I can take that.
Clifford Press: Okay. Go ahead, Rich.
Richard Rosenstein: Okay. So our ownership in Viamet is actually through a joint venture that we consolidate, and that joint venture is called MalinJ1. And so the accounting for it is consolidation of our joint ownership in Viamet, and that ownership is just over 40%. So -- and that, we're accounting for in the equity method. It just so happens that we've captured it on our books at cost. And so we are not fair valuing it, but we -- as we receive payments and dividends, et cetera -- royalties, I should say, you will see that cash coming in and bolstering our value overall. We could certainly provide more clarity over time, once it starts to generate royalties, on what that stream may be looking like. But we wanted to give some more color today around what that represents in terms of the immediate milestone payment that we see later this year.
Clifford Press: I'll add to that for you, Adam. I think you -- that's a technical explanation of how we're accounting for it. And then I think you are actually also asking what the outlook for it is. And the approval that it has is still -- I would characterize it as a somewhat limited approval. There's further work to be done to get a more broad-based approval, and we'll have to see how that develops over the next year to 18 months because that will be the determinant of the ultimate scale of the revenues.
Operator: Your next question is coming from Calgary Leveen from Anhinga.
Calgary Leveen: Sorry, my questions have all been taken already. So thanks, and good luck.
Operator: Your next question is coming from Brett Reiss from Janney Montgomery.
Brett Reiss: Just a question. The operative language "sales to date" on the Oxford Nanopore position, $14 million, is that as of the quarter end March 31? Or is it today, the date of the release?
Clifford Press: Rich, that one's for you.
Richard Rosenstein: Yes. They're one and the same. So we're -- our current position as of March 31 was 14 million shares, and that's where we are today.
Brett Reiss: Okay. So we haven't sold more stock at these low levels after the March 31 cutoff date of the quarter?
Richard Rosenstein: Right. As we shared, we've sold approximately 24 million shares, 25 million shares from -- yes, at an average price of GBP 4.86 per share.
Brett Reiss: Yes. Well, good show on that. I guess this one is for MJ. MJ, the Comtech, the Spok, the Kohl's, are we -- have we abandoned ship on looking at doing something there? Or are we still circling the waters on those situations?
Clifford Press: Well, we didn't comment -- we had this discussion before. It's difficult for us to talk about live deals. And so if you don't mind, we won't comment on announced transactions. If there's new -- since we're a public issuer, if there's -- there are material developments, we will, of course, make appropriate disclosures.
Brett Reiss: Okay. All right. Fair enough. And one last one. I mean with -- really, you've done such a fantastic job. Why haven't we seen some institutional buying of the stock? What's holding some of these folks back?
Clifford Press: It's a complicated question. I think there are -- what I would say is we have a sense of what would make the stock more attractive institutionally, scale being one of them and the capital structure. And I think we're well aware of the issues, and we'll seek to address them in the future.
Operator: That concludes our Q&A session. I will now hand the conference back to Clifford Press for closing remarks. Please go ahead.
Clifford Press: Well, as most of our investors know, this is the moment we've been waiting for. We were fortunate in prior dislocations in the markets to be able to make -- buy attractive assets, and we intend to do the same now. And the team is working extremely hard to complete those objectives. And we very much look forward to being able to announce our progress as we get transactions done.
Richard Rosenstein: Thank you.
Operator: Thank you, ladies and gentlemen. This concludes today's event. You may disconnect at this time, and have a wonderful day. Thank you for your participation.
