Acacia Research Corp (ACTG) 2018 Q2 法說會逐字稿

Good afternoon, ladies and gentlemen, and welcome to Acacia Research Corporation's Second Quarter 2018 Earnings Conference Call.

As a reminder, this call is being recorded.

I would now like to introduce your host for today's conference, Clayton Haynes, Chief Financial Officer.

You may begin.

Thank you, operator.

Welcome, and thank you for joining today's second quarter 2018 shareholder conference call.

The earnings release that was disseminated this afternoon is available on the Investor Relations section of our website.

The earnings release contains definitions of various financial terms as well as reconciliations of certain non-GAAP financial measures we will be discussing in today's call.

Today, I will provide a summary of the second quarter 2018 results, an update of our current financial condition and a recap of our remaining 2018 expense outlook.

First, our safe harbor statement.

Today's call may involve what the SEC considers to be forward-looking statements.

Please refer to our earnings release filed with the SEC today as an exhibit to our 8-K for our forward-looking statement disclaimer.

In today's call, the terms we, us and our refer to Acacia Research Corporation and its wholly and majority-owned operating subsidiaries.

All patent rights, licensing and enforcement activities are conducted solely by certain of Acacia Research Corporation's wholly and majority-owned operating subsidiaries.

As reported today, second quarter 2018 revenues decreased to $6.5 million compared to $16.5 million of revenues in the comparable prior year quarter.

For the second quarter of 2018, 2 licensees individually accounted for 48% and 42% of revenues recognized.

For the second quarter of 2017, one licensee accounted for 85% of revenues recognized.

For the second quarter of 2018, we reported a GAAP net loss of $28.4 million or $0.57 per share versus a GAAP net loss of $14.3 million or $0.28 per share for the comparable prior year quarter.

On a non-GAAP basis, excluding general and administrative noncash stock compensation and patent amortization and impairment charges, we reported second quarter 2018 non-GAAP net income of $6.6 million or $0.13 per share as compared to a non-GAAP net loss of $7.2 million or $0.14 per share for the comparable prior year quarter.

Excluding the impact of the change in fair value of our equity investment in Veritone, we reported a non-GAAP net loss for the second quarter of 2018 of $4.8 million or $0.10 per diluted share as compared to $1.8 million or $0.04 per diluted share for the comparable prior year quarter.

During the second quarter of 2018, Acacia recorded partial patent impairment charges of approximately $29.2 million.

The impairment charges were realized in the period due to a reduction in expected estimated future net cash flows for certain patents in our portfolio.

The impairment charges consisted of the excess of the asset carrying value over its estimated fair value as of June 30, 2018.

The impairment charges only impacted certain patents that we incurred acquisition cost for when initially acquired in prior periods.

The impairment charges did not impact any portfolios that we did not incur acquisition cost for when initially acquired, which are not reflected on our balance sheet pursuant to U.S. generally accepted accounting principles.

The GAAP and non-GAAP second quarter 2018 results included in unrealized investment gain totaling $11.3 million related to the requirement to mark our Veritone investment to market each period.

Second quarter 2017 results included a net unrealized investment loss totaling $5.4 million related to our Veritone investment.

Please refer to our disclosures regarding the presentation of non-GAAP financial measures and other notes in today's earnings release and 8-K filed with the SEC.

Second quarter 2018 inventor royalties expense totaled $1.2 million as compared to $4.3 million in the comparable prior year quarter, primarily due to the decrease in revenues quarter-to-quarter.

Second quarter 2018 contingent legal fees expense totaled $1 million as compared to $3.2 million in the comparable prior year quarter also primarily due to the decrease in revenues quarter-to-quarter.

Average margins for the second quarter of 2018 were 65% as compared to 54% in the comparable prior year quarter.

Second quarter 2018 litigation and licensing expenses decreased 48% to $2.1 million compared to $4.1 million in the comparable prior year quarter, primarily due to a net decrease in litigation support and third-party technical consulting expenses associated with ongoing licensing and enforcement programs and a continued overall decrease in portfolio-related enforcement activities.

Second quarter 2018 general and administration expenses, excluding noncash stock compensation, increased 12% to $5.9 million compared to $5.2 million in the comparable prior year quarter, primarily due to an increase in corporate, general and initiative costs related to the 2018 proxy contest, totaling $2 million, which was partially offset by a reduction in employee-related severance costs.

Moving on to our financial condition as of June 30, 2018.

Cash and short-term investments totaled $134.8 million as of June 30, 2018, versus $136.6 million as of December 31, 2017.

Working capital totaled $130.4 million as of June 30, 2018, versus $130.1 million as of December 31, 2017.

The change in cash and short-term investments during the 6 months ended June 30, 2018, was primarily comprised of cash inflows from operations of $9.6 million and cash outflows related to our February 2018 additional investment in Miso Robotics totaling $6 million.

Second quarter 2018 cash outflows from financing activities included the buyback of 1.2 million shares of ACTG stock at an aggregate cost of $4.6 million with an average repurchase price of $3.89.

The repurchases were made pursuant to the February 2018 $20 million stock repurchase plan announced earlier this year.

As of the end of the second quarter of 2018, our net operating loss carryforward totaled approximately $190 million and foreign tax credits available for use in future periods totaled approximately $52 million.

Turning now to our expense outlook for the remainder of fiscal 2018.

We expect our fixed and variable G&A expense for the remaining 6 months of fiscal 2018, excluding noncash charges, to be approximately $8.1 million.

This includes variable G&A expense such as variable corporate legal and variable consulting costs, and reflects the impact of certain nonrecurring charges, including approximately $2.2 million of estimated severance related to the separation agreements announced earlier today and $750,000 of estimated lease termination costs.

Excluding these onetime charges, fixed and variable general and administrative expenses are expected to be approximately $5.1 million for the remaining 6 months of 2018.

Further, in connection with the ongoing restructuring efforts, our estimated normalized G&A expense run rate going forward is expected to be approximately 4.5 million per year.

We expect litigation and licensing expenses for the remainder of 2018 to be in the range of $4 million to $4.5 million.

We expect scheduled noncash patent amortization expense for the remainder of 2018 to be approximately $15.5 million.

We expect noncash stock compensation expense for the remainder of 2018 to be approximately $800,000.

This estimate excludes stock compensation expense for our Veritone-related profits interest, which will fluctuate based on movements in Veritone's stock price during the remainder of 2018.

Consistent with past practice, we do not provide revenue guidance due to the uncertainty associated with the timing and amount of future revenue.

However, Acacia continues to be actively engaged in efforts to monetize our existing patent assets.

The company looks forward to reporting the results of our efforts on a historical basis in future periods.

This concludes our summary of the second quarter of 2018 results.

Before I turn the call over to Al Tobia, I wanted to briefly address my departure announcement in the earnings release.

I have enjoyed my time at Acacia over the last 17 years and wish the company well in the years ahead.

While this will be my last earnings call as the company's CFO, I have agreed to serve as a consultant to help with the transition.

I want to thank the Acacia shareholders for providing me with the opportunity and privilege of serving as their Chief Financial Officer for the past 17 years.

With that, I will turn the call over to board member Al Tobia for a high-level business update.

Al?

Thank you, Clayton and good afternoon, everyone.

As we disclosed in today's earnings release, both Ed Treska and Clayton Haynes are in the process of transitioning out of their respective roles at the company.

Both Clayton and Ed have agreed to stay on as consultants to help ease the transition, and I'd like to say it's been a pleasure working with them recently and on behalf of the Board of Directors, we thank Clayton and Ed, and wish them all the best in their future endeavors.

Now, I'd like to discuss recent business updates and priorities for Acacia.

Clifford Press and I are implementing the plans we outlined ahead of the 2018 annual meeting, including cutting costs, protecting stockholder capital, improving corporate governance, stabilizing the business and reconstituting Acacia's board with highly credentialed independent directors.

I am pleased to announce that we have made tangible progress executing on our strategic plan and are ahead of schedule on many of these initiatives.

We have significantly reduced operating expenses, decreasing Acacia's annual G&A expenses run rate from $13 million to approximately $4.5 million.

We will continue to identify opportunities for cost reduction going forward to optimize our business.

We will add new highly qualified independent directors as part of our goal of having a total of 5 directors on the board.

Allen Bradley brings deep leadership experience and extensive financial, legal and operational expertise to the board.

We are thrilled to have him join the board and know he'll be a great asset to Acacia moving forward.

We are also working to improve the company's capital-allocation decision process for both current and potential investments.

Until we have completed the restructuring, the board will directly oversee capital allocation decisions at the company, and establish a sensible order of operations to optimize the utilization of shareholder capital.

Additionally, we are happy to announce that we have rehired Marc Booth as Chief Intellectual Property Officer.

Marc is deeply familiar with Acacia and its patent portfolio as he has previously worked in Acacia's patent business for 11 years and was terminated by the previous management last year.

We are confident Marc will prove a valuable asset and a vital part in managing our patents.

With regard to our patent business, we are conducting a prudent and measured assessment of Acacia's assets to analyze their potential profitability and weigh the future of the patent business against other investment opportunities to ensure that we are making decisions that are in the best interest of our shareholders.

We are ahead of our stated plan.

However, we have a lot of work to do.

We are very excited about Acacia's next chapter.

With regard to the patent business, we believe that if we can continue to reduce our cost basis and be mindful of capital allocation decisions, this business could be very profitable for our company.

This concludes our prepared remarks.

And I'll turn the call over now to the operator to begin the question-and-answer portion of the call.

Thank you.

(Operator Instructions) We'll take our first question from Ted Moreau with Terrace Research.

First question.

In William Anderson's letter resigning from the board, he mentioned a potential transaction that fell through.

Can you explain why that had fallen apart?

Thanks, Ted.

I'll take that.

The -- that proposal was a desperate last ditch response to the imminent loss of the shareholder vote.

It would've involved a reversed merger combination with a speculative software startup that had a very high valuation, and it also valued Acacia at a discount to its cash.

It gave no credit for its NOL, and to give you an idea of how bad the deal was, the transaction involved the company making an offer to greenmail us out at a 40% premium to the market.

We rejected the greenmail offer, and that began the unraveling of the proposed transaction.

I would say the potential transaction was not in the best interest of Acacia's stockholders.

It was riddled with conflicts and problems and not one that we felt was worth engaging in.

Okay.

And then you were talking a little bit in your prepared remarks about the patent portfolio.

Can you kind of elaborate a little bit on how you're going to fix the patent portfolio?

At present, I think we sort of said everything we're going to say about the portfolio for now.

We put a steady hand in, in Marc Booth, and we've taken the cost of the business down.

And at present that's sort of what we're saying.

I see, okay.

And then there were several incumbent directors that all recently resigned.

Can you kind of go into a little bit of detail on why that occurred, and is that an indictment of your -- the strategy that you're going after?

Or can you kind of elaborate -- and what's going on there?

Well, I mean, if you look at the proxy materials, we've sort of drawn connections between the legacy directors who were all kind of close friends or associates of one person, and once he was overwhelmingly removed from the board by the shareholders, there really wasn't much reason for them to stay.

As I said, we anticipated reconstituting the board with new highly qualified independent directors.

We are ahead of our plan now.

So the fact that the resignations occurred rapidly should not be viewed as anything other than good news or our execution strategy, and having added Allen Bradley to the board, who has deep experience and expertise, it'll be an excellent independent voice and a strong shareholder representative.

So we're actually very pleased where we are.

Okay, great.

And then -- so when do you expect to appoint a new management team, and are there any particular characteristics you're looking for?

And a new CEO, and was this a priority when you joined the board, or can you kind of go into your thought process there?

So currently, having brought back Marc Booth, we feel that he will oversee the patent business, and it's in capable hands right now.

The board currently will oversee capital allocation directly, and we are proceeding methodically and carefully.

We're going to get the right team in place for the business operations as they develop and will then appoint an appropriate CEO and Chief Investment Officer when we identify the right candidates that are in line with our strategy.

Okay, great.

And then last one for me.

How are you implementing the strategic plan that you outlined or that's been outlined in the proxy file?

Sure.

So in the strategic plan, we basically laid out a lot of these thoughts about reconstituting the board, improving governance and taking a careful, measured look at the patent business.

And obviously, a lot of things have happened quickly, but given the fact that we've reduced the cost bases significantly, and we'll be mindful through our strategic analysis, we'll hire the right people, and we will look at a measured capital allocation decision process moving forward that will be in the best interest of Acacia's shareholder.

And that's pretty much the strategy that we laid out when we spoke with shareholders during the proxy contest.

We'll take our next question from Chris Galvin with Westerly.

I guess, this is a question for Al.

What's the expectation for new smaller investments or follow-on investments in entities like Miso?

So one of the things that we thought we wanted to get right with investments is the order of operations.

That being get a good investment team together that could operate in the best interest of shareholders and align your interest with the shareholder's interest and then allocate capital appropriately.

Miso and Bitzumi and Veritone are not investments that we necessarily would've made, but they're investments that we now have.

And so we will look to right size those in the case of maybe Veritone, which we believe is too large for us.

Miso, we will diligence and make appropriate allocations.

But as of now, not much to report other than get the right people in the right place and then go about it in the best interest of shareholders.

We'll take our next question from Brett Reiss with Janney.

You have outstanding litigation at various stages.

There may be offers that come in on settlements and decisions that have to be made.

Is it Marc Booth that you will look to, to guide you in that, and Mr. Treska in this transition period?

Yes.

So right now, I would look at our patent business as having added Marc Booth who is a -- very knowledgeable about our patent portfolio and also having the benefit of Ed's services as a consultant to the company.

So net, we've added really one executive, and a very qualified one, in our IP business.

So I wouldn't view that as being any disruption there.

We did reduce the G&A burn significantly, but we didn't reduce the people in the patent business significantly.

We've actually added one.

Right, right.

How -- timetable on how long you think it'll take to do your assessment of the patent business.

Any ballpark estimate there?

I don't think at this time, I'm prepared to do that.

Obviously, Marc has been there for -- has been here for minutes basically.

So he will get up to speed as quickly as possible and report back to the board.

And -- so it'll be an iterative process, but -- we'll be -- he'll be hard at work, and obviously, he's got the benefit of having Ed.

So he'll be up to speed fairly quickly, but I wouldn't want to put an exact timetable on it.

Right.

I've been in this situation 5 or 6 years.

My apologies to Mr. Booth if he was there, could you tell me a little bit more about him?

Just some color on his background, and how long he was with the company prior?

So Marc's been with the company -- was with the company for 11 years.

Okay.

And he's a lawyer?

Yes, but I would say he is also a graduate-level engineer.

He's an IP professional.

And it appears there are no further questions at this time.

I'd like to turn the conference back to Al Tobia for any additional or closing remarks.

Okay.

I'd like to thank everyone for attending.

And we will be back for our next earnings call and will have more details to share on the patent portfolio then.

And ladies and gentlemen, this concludes our conference for today.

Thank you all for participating, and have a nice day.

All parties may now disconnect.