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Acacia Research Corporation (NASDAQ:ACTG)

Q4 2012 Earnings Call

February 21, 2013, 04:30 pm ET

Executives

Paul Ryan - CEO

Matt Vella - President

Clayton Haynes - CFO

Analysts

Tim Quillin - Stephens

Mark Argento - Lake Street Capital

Paul Coster - JP Morgan

Matthew Hoffman - Cowen & Company

Matt Bendixen - Craig-Hallum Capital

Operator

Good afternoon and welcome ladies and gentlemen to the Acacia Research Fourth Quarter and Year-End Earnings Release Conference Call. At this time, I would like to inform you that this conference is being recorded and that all participants are in a listen-only mode. At the request of the company, we will open up the conference for questions-and-answers after the presentation.

I will now turn the conference over to Mr. Paul Ryan. Please go ahead, sir.

Paul Ryan

Thank you for being with us today. Today’s call may involve what the SEC considers to be forward-looking statements. Please refer to our 8-K which was filed with the SEC today for our forward-looking statement disclaimer.

In today’s call, the terms we, us and our, refer to Acacia Research Corporation and it’s wholly and majority-owned operating subsidiaries. All intellectual property acquisitions, developments, licensing and enforcement activities are conducted solely by certain of Acacia Research Corporation’s wholly and majority-owned operating subsidiaries.

With us today are, Matt Vella, President of Acacia and Clayton Haynes, our Chief Financial Officer. Today, I will give you a quick overview of the exceptional growth in our patent licensing business during 2012. Then Matt Vella and I will respond to questions we are getting asked most frequently by analysts and shareholders. Then Clayton Haynes will provide you with an analysis of our financial results and we will then open the call for questions.

Acacia had a record fourth quarter with $66.2 million in revenues compared to $20.8 million in the prior year. The fourth quarter was the second highest revenue quarter in company history. Acacia also had record revenues for the year in 2012 as we generated $250.7 million in annual revenues compared to $184.7 million in the prior year representing a 36% growth rate in revenues over the prior year. This is the fourth consecutive year that Acacia has grown annual revenues by over 35%.

During 2012, Acacia generated licensing revenues from 68 different licensing programs, including 31 programs generating initial revenues. We have now generated licensing revenues from 143 different licensing programs.

In 2012, Acacia earned a record $59.5 million in GAAP net income compared to $21.1 million in the prior year and a record $137.3 million in non-GAAP net income compared to $45 million in the prior year. More importantly, and looking forward, Acacia added a record 55 new patent portfolios in 2012 as we took control of a number of major new patent portfolios to drive future revenue growth. Our current pipeline of new partnering opportunities in the technology sector is also at an all time high.

As the market leader, Acacia continues to see an acceleration of partnering opportunities for adding new patent portfolios which should lead to continued growth in licensing revenues. In addition to the exceptional recent growth in our assets under management in the technology sector, we see the potential for a major expansion of our business as we move in to the medical technology, automotive and energy sectors.

During 2012, Acacia invested $328.3 million in new patent portfolios including the $150 million net purchase of ADAPTIX. 44 of our new portfolios in 2012 are the result of partnering with patent owners and sharing and licensing revenues and 11 were outright acquisitions resulting from the patent owner wanting to sell their assets.

During the fourth quarter, we also utilized $26.7 million of our cash to repurchase a 1,129,000 of our common stock at an average price of $23.67. Acacia finished 2012 with $311.3 million in cash, cash equivalents and short-term investments.

Management evaluates our company’s performance on four metrics; annual growth of patent portfolios under management, annual growth of new licensing programs, annual growth in revenues and annual growth in net profits. In 2012, we set new records in all four metrics. We always remind the investors that management does not attempt to manage for smooth sequential quarterly growth in revenues and therefore quarterly results can be very uneven. Unlike most companies, revenues not generated in the current quarter are not lost, but are generally pushed into subsequent quarters building a revenue backlog. Our focused is always on getting paid the right price.

I will now take a couple of minutes to address the few of the questions we are most frequently asked. The first question is what are Acacia’s expectations towards expansion into the new sectors like, medical technology, automotive and energy?

The answer is that we’re already seeing a significant revenue contribution from our expansion into the medical technology sector, as we generated over $41 million from that new sector in 2012. Medical technology and licensing group from a little under 5% of revenues in 2011 to 16.5% of revenues in 2012 and with the major new medical portfolios we acquired during the last year, we expect the percentage of our revenues generated from medical technology sector will continue to increase.

Acacia is at a much earlier stage and its expansion into the automotive and energy sectors, but early indications are both of these sectors have the potential to become very meaningful contributors to our revenue growth. We partnered on our first automotive portfolio last year and have already begun generating revenues, and we just brought in our first couple of energy sector patent portfolios in the past few weeks. We have an accelerating pipeline of new opportunities in the energy sector which we think that lead to rapid growth for us in that sector in 2013.

The second question is are you moving away from your original revenue sharing partnering with patent owners to a strategy of buying patents?

The answer is, no. We continue to grow the business by partnering with patent owners and only buy patent if that is the only transaction available from the patent owner. Of the 55 new patent portfolios we added in 2012, 44 were revenue partnering transactions and 11 were purchases.

Of the 44 revenue partnering transactions, 25 included upfront cash advances that are usually recouped by us from the initial licensing revenues and 19 did not have any upfront cash advances which enables the patent owner to immediately start sharing in net revenues from our licensing activities. We expect the vast majority of new portfolios we add in the future will continue to be revenue partnering transactions with patent owners.

The third question is what does the pipeline of potential now patent partnerships and acquisitions look like? The answer is that we are seeing an unprecedented level of new opportunities. The greatest increase in opportunities is from large well known companies who are looking to generate money from their patent portfolios and who want to participate in the revenues we generate.

We are seeing these opportunities because these large companies most often would prefer to work with a company like Acacia that has built a great track record of generating revenues, is well capitalized, has the talent in place to monetize their assets and is willing to commit upfront capital.

The accelerating level of activity we are seeing indicates that we are still at a very early stage in the cycle of large companies deciding to generate money from their patent by partnering with companies like Acacia.

With that, I would like to turn the call over to our President, Matt Vella.

Matt Vella

Thanks Paul. I'm going to continue with essentially answering questions that we are frequently asked and one question that we see quite often involves the status of our structured licensing business. As mentioned in previous calls and I'll refer you to those transcripts for those calls for the details but essentially structured deals are highly tailored deals that can vary according to which of our portfolios are impacted.

When assertions can be brought and how those assertions can be brought for example. Each is essentially an amalgam of many individual portfolio licensing agreements and also each establishes a mechanism that may govern future licensing transactions. The status of this business is that we expect more such deals to occur this year.

Generally speaking, these deals occur at a point in time when the critical pre-condition has been met. That is at points in time when our subsidiaries have collectively asserted a large number of quality portfolios against a single perspective licensee. Once such a pre-condition is met, with respect to a given perspective licensee, Acacia actively and consistently strives for structured settlements but only on terms that benefit our shareholders.

Another related question that we often receive involves a number of structured agreements we can expect for this upcoming quarter. And just like we cannot publish our revenue forecast on a quarter-to-quarter basis, we cannot forecast a number of structured agreements that are ready for execution for a given quarter.

As mentioned before, we'd publicize a number, perspective licensees all from (inaudible) and typically in fact acts as our quarterly calls such as this one would easily figure out their role in our estimate and use that information against us to force us into a less favorable agreement.

Still under the theme of structured agreements, we are also asked whether or not investors can expect renewals of structured agreements that we struck in the past. The same theme continues in terms of our response to this question, just as structured deal is a function of the patent portfolios we have available for assertion, renewals are also a function of the very same variable.

So the answer to this question for a given perspective renewing licensee is that it all depends on what portfolios we have to assert against our licensee. The portfolios available for associate intern is a functional of several other variables, including agreed to which a perspective renewing licensee is using a third-party patented technologies, the help of that licensing and other saturated factors.

We also are being asked a lot of questions about our efforts to monetize the ADAPTIX portfolio, covering 4G and LTE technologies. As many of you know from our previous calls and public filings, we have already partially monetized the ADAPTIX portfolio early in 2012 and then again at the end of 2012 and earned significant income in so doing by licensing Samsung, Microsoft and Nokia-Siemens networks.

We're delighted with the status, given several years of typically required before any significant returns are owned on portfolios of this size. We have started earning our returns during the first year.

Turning to future monetization events for this portfolio, again, as mentioned in previous calls, we're encouraged by our current negotiations around the portfolio. We cannot comment about negotiations with individual perspective licensees because of confidentiality obligations that we're under but again in the aggregate, we're encouraged by our current negotiations with several parties.

Sticking with the theme of individual portfolio questions, we're also being asked a lot of questions around the status of our smartphone technologies portfolio, which involves the patents that come ultimately from PalmSource and Geoworks.

As many of you also know from our previous calls and public filings, we have already monetized the smartphone technologies portfolio over the past few years and have done so well in advance of any impactful litigation events. We're delighted with the status in particularly our ability to license many of the perspective licensees for this portfolio ahead of major litigation events. The time for major litigation events however is now arriving includes the first trail which is schedule for April 8 of this year.

We cannot comment about negotiations with individual perspective licensees but again as it the case with the ADAPTIX portfolio, we are generally happy with the status and negotiations and with the status of the litigation in general. The final question I will feel today which is a question we are also being asked quite offend regard the impact on our business with the current regulatory environment regarding non-practicing entities.

The environment as we all understand that include the America Invents Act, it was passed some 18 months ago, and the recent announcement by the Department of Justice and the recent holding by the Department of Justice of informal hearings regarding whether or not specialized patent holding firms will call them non-practicing entities for the purposes of this call, whether or not such entities are disrupting competition high-tech markets.

Our view put simply is that we did not think that either aspect of the regulatory environment, the American Invents Act, or the DOJ hearings will have or should have any net impact on our business.

The American Invents Act, first of all, certainly has increased the cost of enforcing patents but we think that increase as especially impacted are less capitalized competitors and it does resulted in less competition for our company when it comes to acquiring rights and patents. This decreased competition has more than offset the increased cost of enforcement.

We note that since the American Invents Act has been passed, we have the greatest growth in patent intake both qualitatively and quantitatively. As to the Department of Justice hearings, they were focusing on a number of issues that we think at worst only tangentially relate to our particular business. For example, the hearings focused on possible abuses of fair, reasonable and non-discriminatory commitments by patent holders when they are engaged in standard essential activities and are concurrently engaged in the process of obtaining patents. We only just recently acquired our first major portfolio that has any significant friend commitments and we kind of treating our recently acquired friend encumbered portfolio precisely the way we treat all our other portfolios, which is to say that we will licensee it on fair, reasonable and non-discriminatory terms and conditions.

There also is a focus in the hearings on strategic companies and non-practicing entities working in tandem to shift market share to those same strategic companies within particular industries. While they are seeking injunctions from third party that are infringing the patents, or prohibitive royalties from those third parties. We also do not think that this concern applies to the licensing activities of our company and its subsidiaries.

Acacia almost always enters into patent partnering agreements with patent vision franchised companies or persons. That is companies or persons that no longer have any significant market share in markets covered by the corresponding patents. Acacia almost never sources patents from companies with material market shares and when it does it seeks to license those patents at a reasonable market rates that protect the consumers of the strategic companies.

With that I am going to turn the call over to Clayton Haynes, our CFO.

Clayton Haynes

Thank you, Matt and thank you to every one joining us for today's fourth quarter and fiscal year-end 2012 earnings conference call. I will provide a brief summary of our earnings release focusing on key components of our results for the applicable periods beginning with the fourth quarter of 2012.

On a consolidated basis, revenues in the fourth quarter of 2012 increased to $66.3 million as compared to $20.8 million in the comparable prior year quarter. Fourth quarter 2012 revenues included license fees from 27 new licensing agreements covering 27 of our technology licensing programs as compared to 37 new licensing agreements covering 26 of our technology licensing programs in the comparable prior year quarter. For more details please refer to today's earnings press release for a summary of technology licensing programs contributing to revenues during the quarter.

Consolidated trailing 12 month revenues totaled a record $250.7 million as of December 31, 2012, as compared to $184.7 million as of end of the comparable prior year quarter. As Paul mentioned, currently to-date on a consolidated basis our operating subsidiaries have generated revenues from 143 of our technology licensing programs as compared to 112 technology licensing programs as of the end of the comparable prior year quarter. License fee revenues continue to be uneven from period-to-period based on the various factors discussed on previous earnings conference calls and in our periodic filings with the SEC.

For the fourth quarter of 2012, we reported GAAP net income of $9.8 million or $0.20 per share versus a GAAP net loss of $4.2 million or $0.10 per diluted share for the comparable prior year quarter. Fourth quarter 2012 non-GAAP net income which excludes the impact of non-cash patent amortization, stock compensation and excess benefit related non-cash tax expense was $41.8 million or $0.86 per diluted share as compared to breakeven for the comparable prior year quarter. Please refer to our disclosures regarding the presentation of non-GAAP financial measures in today’s earnings release and 8-K filed with the SEC.

Our average margin defined as total revenues less inventor royalties and contingent legal fees for the portfolios generating revenues during the period was approximately 86% for the fourth quarter of 2012 as compared to 42% for the comparable prior year quarter. Average margins continue to fluctuate period to period based on the mix of patent portfolios that generate revenues each period and the related economics associated with the underlying patent acquisition agreements and contingent legal fee arrangements if any.

The increase in average margins in the fourth quarter of 2012 was due to a higher percentage of revenues generated in the fourth quarter of 2012 having no inventor royalty obligations and lower overall average inventor royalty and contingent legal fee rates for the portfolios generating revenues in the fourth quarter of 2012 as compared to fourth quarter of 2011. As a result, inventor royalties expense decreased 41% and contingent legal fees expense decreased 2% in the fourth quarter of 2012 despite the 219% increase in related revenues quarter-over-quarter.

Net results for the fourth quarter of 2012 as compared to the comparable prior year quarter also included the impact of a 91% or $7.9 million increase in other marketing general and administrative expenses due primarily to a $4.6 million increase in non-cash stock-based compensation charges resulting from an increase in the average grant date fair value of the restricted shares expense and an increase in the number of shares expensed in the fourth quarter of 2012, a net increase in licensing, business development and engineering personnel cost since the end of the prior year period and an increase in variable performance based compensation costs.

Litigation and licensing expenses in the fourth quarter of 2012 increased $4.8 million over the prior year quarter to $7 million due primarily to higher net levels of patent prosecution, litigation support, third party technical consulting and professional experts expenses associated with our continued investment in ongoing a new licensing and enforcement programs commenced since the end of the prior year quarter. We continue to expect patent related legal expenses to continue to fluctuate period-to-period in connection with our current and future patent acquisition, development, licensing and enforcement activities.

Fourth quarter 2012 non-cash patent amortization charges increased $16.7 million due primarily to $6.6 million of increased amortization expense related to new patent portfolios acquires since the end of the comparable prior year period comprised primarily of non-cash patent amortization expense related to the patents acquired in connection with our acquisition of ADAPTIX, Inc. in the first quarter of 2012 and other patent portfolios acquired in fiscal 2012. The change also reflects a fourth quarter 2012 increase in accelerated amortization related to the applicable upfront patent portfolio acquisition costs recovered totaling $10.1 million in the fourth quarter of 2012.

The effective tax rate for the fourth quarter of 2012 was approximately 37%. This effective rate primarily reflects the calculation of tax expense for financial statement purposes without the excess tax benefits related to the vesting of equity based incentive awards as required under U.S. GAAP and as discussed on previous conference calls. However, the excess tax benefits associated with the vesting of equity based incentive awards are available to offset taxable income on Acacia’s consolidated tax returns resulting in no federal cash taxes payable related to the tax expense reflected in the fourth quarter financial statements.

As such, the tax expense reflected in the fourth quarter of 2012 is primarily non-cash in nature. From a cash flow perspective for the quarter, net cash inflows from operations for the fourth quarter of 2012 totaled $34.7 million versus net cash inflows of $16.5 million for the fourth quarter of 2011. Fourth quarter 2012 patent related acquisition costs totaled $113.3 million as compared to $11.9 million in the prior year quarter.

Next, I would like to provide a brief summary of the results for the full fiscal year ended December 31, 2012. Fiscal year 2012 revenues increased $66 million or 36% to a record of $250.7 million as compared to $184.7 million including other operating income in 2011. 2012 revenues included licensed fees from 138 new licensing agreements covering 68 of our technology licensing programs as compared to 125 new licensing agreements covering 56 of our technology licensing programs in 2011.

For fiscal 2012, we reported GAAP net income of $59.5 million or $1.24 per share versus GAAP net income of $21.1 million or $0.51 per diluted shares for fiscal 2011. Fiscal 2012 non-GAAP net income which excludes certain non-cash items as described earlier was $137.3 million or $2.86 per diluted share as compared to $45 million or $1.09 per diluted share for fiscal 2011.

Our average margin for 2012 was approximately 80% as compared to 50% for fiscal 2011. Net results for fiscal 2012 as compared to fiscal 2011 also included the impact of a 52% or $18.4 million increase in other marketing, general and administrative expenses due primarily to a $12.1 million increase in non-cash stock-based compensation charges resulting from an increase in the average granting of fair value of restricted shares expensed and an increase in the number of restricted shares expensed in 2012 and increase in variable performance based compensation costs and an increase in licensing, business development and engineering related personnel costs.

Litigation and licensing expenses in 2012 increased $8.6 million or 66% to $21.6 million due primarily to higher net levels of patent prosecution, litigation support and other litigation related costs in 2012 related to programs that commenced as of the end of the prior year period.

Fiscal year 2012 non-cash patent amortization charges increased to $29.3 million due primarily to $19.9 million of increased amortization expense related to new patent portfolios acquired since the end of the prior year comprised primarily again of non-cash patent amortization expense related to the patents acquired in connection with our acquisition of ADAPTIX.

The change also reflects a fiscal year of 2012 increase in accelerated amortization related to recoupable upfront patent portfolio costs recovered totaling $7.5 million. Our annual effective tax rate for fiscal 2012 was 27% remaining relatively flat year-over-year. Fiscal 2012 tax expense primarily reflects $11.9 million of foreign taxes withheld on certain revenue arrangements with licensees in foreign jurisdictions and $13.2 million of non-cash tax expense related to the calculation of tax expense for financial statement purposes without the excess tax benefits related to equity based awards as described earlier.

As of December 31, 2012; we have approximately $38 million of net operating losses available for use in future periods for tax return purposes. From a cash flow perspective, fiscal 2012 net cash inflows from operations totaled $105 million versus net cash inflows from operations of $60.6 million for fiscal 2011. Fiscal year 2011 patent related acquisition cost totaled $328.3 million including the acquisition of ADAPTIX as compared to $14.7 million for fiscal 2011.

Looking forward for fiscal 2013, we expect MG&A excluding non-cash stock compensation charges to be in the range of $28 million to $29 million. For fiscal 2013, we expect patent related litigation and licensing expenses to be between $18 million to $20 million.

Excluding the impact of any future 2013 grants of restricted stock, we expect non-cash stock compensation charges to be approximately $25 million or $6 million per quarter. As of the end of 2012, scheduled fiscal year 2013 patent amortization expense is expected to be approximately $45.1 million or $11.2 million per quarter.

Again, thank you for joining us for today’s earnings conference call and I will turn the call back over to Paul Ryan.

Paul Ryan

Thank you, Clayton and operator, you can now turn the call open for questions.

Question-and-Answer Session

Operator

Thank you, sir. The question-and-answer session will begin. (Operator Instructions) Our first question comes from the line of Tim Quillin of Stephens. Please go ahead.

Tim Quillin - Stephens

Could you give us a sense of how much revenue was generated from either patents that you owned or partnerships where you put upfront capital and get first licensing dollars back?

Paul Ryan

We generally don't breakout revenues by type of structured transaction that we do, I mean the vast majority of our transaction are partnering, certainly ADAPTIX as you know we owned our right and we did a licensing transaction to Nokia Siemens in the quarter, other than that I would think virtually the vast majority of all the other revenues were the ones in which we have partnering arrangement. So the only portfolio that comes to mind with the significant transaction that we owned all right.

Tim Quillin - Stephens

Okay, and then on the other side of it, can you give us a sense of where and how you deployed capital in the quarter so it was, I guess over a $100 million in patent acquisition cost, how much of that was our right acquisition, I think you had released large one there and how much was upfront capital in partnerships?

Paul Ryan

The vast majority of all that capital is again upfront payments on partnering. Our preferred model are going forward, we are finding it works very well and we think of our shareholders is to utilize our capital, make some upfront payments that represent a fairly small amount of potential revenue that are expected and then we recoup those immediately from the first licensing activities and in fact get our money back until can reuse that capital again. So the vast majority of capital that we intent to apply will be in these advances which we expect to recoup and our goal is to try to get that money back into 12 months and be able to reuse that capital again and other advances for new portfolios.

Tim Quillin - Stephens

Yeah, it’s a little hard to keep score just because we don't know precisely where you are putting capital to work and maybe from a broad perspective when do you foresee that the cash from operations begins to exceed your patent acquisition costs?

Paul Ryan

Well, it could happen in any given quarter just depending on the timing. Certainly year-over-year we are seeing a lot of new opportunities. We expect our revenues to grow and obviously we expect to generate a lot of cash particularly in the early licensing activities where we are recouping our dollars. Obviously, that provides a tremendous amount of cash flow coming back that we can reutilize. But certainly with $300 million plus we think we've got plenty of capital for the opportunities that we are looking at this year in the pipeline. If we can, it all comes down to how attractive deals we can find. If we can find opportunities where we can advance 5% of the revenues and capture 60% of the backend and we think the risks are extremely low, we want to deploy as much capital as we can.

Tim Quillin - Stephens

And then just finally how do you, so the company has a lot of momentum especially on the patent intake side, becoming the go to partner on patent monetization efforts, this might be a decent time to take a swing at a major trial, so how do you think about positioning as you approach April 8th, trial date?

Paul Ryan

We always have a financial number in mind. We are a licensing company, litigation comes as part of the process, but yeah, we always have a dollar value attached to what we think. We think we are the best in the business. We know what the assets are worth and if the party is willing to pay, we transact, and if they are not close to transacting then we will go to trial. I mean that's our answer, across the board with any of these portfolios and again as you are aware many of these where you have early licensees and we have to protect the integrity of those early licensees particularly when it comes to a portfolio like the Palm Geoworks. There are many companies that step forward early, took licenses and we want to reward them and obviously we ratchet our rates as we go appropriately and so that's where we are. So we leave that decision, you know, the side general we always have an open dialogue with everybody as Matt said fair and reasonable and un-discriminatory pricing. We are not tired about giving people our prices. I think we know where we stand and then they can make the decision.

Tim Quillin - Stephens

So how big is the bid ask spread right now?

Paul Ryan

That we couldn’t comment on.

Operator

Our next question comes from the line of Mark Argento of Lake Street Capital. Please go ahead.

Mark Argento - Lake Street Capital

A couple of things, looking at the quarter, it looks like you did a couple, what looked to be maybe sizeable transactions first on the orthopedic portfolio with Stryker I believe, and what was unique there it looked like you didn't actually end up having to litigate to come to a licensing agreement, is that a trend, is that kind of a one-off or is that something you think is going to be more likely when you get a little deeper into the medical vertical?

Paul Ryan

I'll let Matt follow-up a little bit on my initial comment is we are seeing that across the board. We believe in the aggregation model, the more high quality patents we have and the more persistent we are and the larger we grow it seems like the behavior is modifying on the other side where smart companies are wanting to eliminate a lot of the friction costs and transact and so we think a growing amount of our business will be of that nature. Sometimes we have to file the initial litigation to start the dialogue, but more revenue is now coming from with no litigation or very early litigation. Matt do you want to comment on that?

Matt Vella

Yeah I think that this is two-part answer to the question from my perspective. One is you are seeing the emergence of a more transaction orientated and less litigation oriented market between folks that need patent rights and folks that have patent rights and the hallmark of that market is where there is scale, diversity and quality because then at that point, people can model out the pricing, and the spread between the bid becomes more manageable and therefore you will have to litigate as much.

And the second part is, and Paul mentioned this when he was talking about you know, our attitude towards settling those matters that are close to trial, it’s incumbent on us to be responsible about maintaining price discipline, to protect early licensees and we think the more we do that, the more early license deals we will have in subsequent realms with everybody, not just the folks whose pricing we protected by essentially being respectful of the pricing process as we approach a litigation.

Mark Argento - Lake Street Capital

That’s helpful. And then shifting gears a little bit and you guys have brought in like you said 55 portfolios and now the total against the different verticals with moving to energy now, healthcare of course and the traditional areas as well, how are you guys are managing all these assets and have you had to staff up, do you need to bring more people in or you figuring out ways to do it, outsource maybe you could talk a little bit about organizationally how you are managing the business?

Paul Ryan

Yeah, we have brought in some leaders in these new sectors. In the energy sector we brought John Schneider who is out of Exxon IP department and (inaudible) the legal group in energy and then we took some of our tech people and added and surround those teams. Bob Rauker, who came to us, with a major medical tech experience has built his internal team and is continuing to do that. We do expect that given the growth, we see in these new sectors, we will add some top people there. We think its tremendous leverage for our shareholders. Each of these new sectors can become very large standalone businesses and yeah we started with small core groups of people, three or four people which will probably double over the course of this year to take advantage of that because we can see not only regarding the business in the tech sector but if you start growing in these three additional sectors we can grow this and this company to the next level. Matt do you have more comments?

Matt Vella

I think the only other thing I will add is that on tech, we’ll learn to do things more efficiently as well. So I wouldn’t net, net a ton of people being added, but you certainly will see not only net increase in the people we’re adding but a shift in terms of what the focus areas are going to be because we are not going to be a company that is almost exclusively focused on tech.

Paul Ryan

Yeah, we also have the core teams of engineers and contracts people all of that is in place, so the only people we will add really are on the business development side on the partnering deal, so you are talking about really a handful of people in each of these new sectors to drive potentially some very large revenue growth.

Mark Argento - Lake Street Capital

Great. Last question on the structured deal, I think you are coming up on three year anniversary of your first and more structured transaction, is there a mechanism typically within the structured contracts that you have to sit down in the certain of time or it basically just you know the contracts up, if you would renegotiate; what’s kind of typical there?

Matt Vella

You know there is nothing typical, and it just different folks want different things and market present itself differently and by the market I mean the market on patent supply, so essentially a company’s profile can change overtime and the patent market around those companies can change overtime, so the reality again and I’ll you way back to my answer when we talk about structured deals is that is primarily a function of what we picked up, that’s what’s going to drive, regardless of whether or not there is a mechanism that's what really at play here.

Paul Ryan

Well and also what you are seeing Mark is we have done some significant transactions with parties during the structured period before even getting to a renewal. So it really comes down to the quality of the assets we have and their need for the licenses.

Matt Vella

Yeah and actually going picking up off that point essentially that's another variable right, it’s what's the dialogue looking like during the so called structured periods because even that's non-uniform. These are all very highly customized and very different.

Operator

Our next question comes from the line of Paul Coster of JP Morgan. Please go ahead.

Paul Coster - JP Morgan

Matt, I know you won't tell us very much about the starts of deals but did they increase in number in the pipeline, are they expanding in size, what is the average size of these term deals, is there anything you can give us by a way of this directional sort of content of your pipeline?

Matt Vella

I think the best I can do is to tie it to our business in general, meaning, you follow the intake, right and from the intake we have, we think just based on the intake we can at least have assemblance of the answer to the questions you've asked. Now what does that mean when you break it down, well we've diversified. So now we are in medical devices. We are moving into energy. So you are going to start seeing structures that I think potentially around those areas going forward. You also know that the quality of our intakes increased and the number of patents we are bringing in it have increased.

So we have a quality, quantity increase and I've mentioned before in my stock answers to the structured licensing business when you get to a certain threshold number of patents and portfolio in front of someone, a structured transaction is often the smartest way to go forward and obviously the third thing which is the structure of anything are going to get even more non-uniform, even more diversified.

As you start to put more assets in front of someone and as you start to become a more meaningful issue for a company to deal with, you start finding more customized responses. So overall then just to recap our business is growing and so I expect ultimately the volume of structure to grow over a period of time. It’s more diversified, so we expect more diversity in those things and our business getting more complex. So you are going to get even more non-uniform and even more diverse in terms of the way these things come up.

Paul Coster - JP Morgan

Is it fair to say that there are a dozen term deals in excess of with multiples of $20 million or are there $50 million? I mean which is the closer to the right answer in terms of that pipeline?

Matt Vella

It depends on your timeline, right, I mean essentially depends on the timeline, depends on again the number of sectors you are talking about but look overall…

Paul Ryan

But we've also, what's happening now is that we've got certain situations for companies where there maybe seven or eight or 10 portfolios we have and maybe they want to settle three or four of the higher profiled ones. A couple of them we don't agree on terms yet and we let them, we mutually agree to let those go forward but it doesn't block our ability to transact on everything else.

So I think what we are seeing is a greater degree of receptivity of licensees in terms of having that flexibility and look they are doing it out of their own self-interest. If we have certain cases against them that they think they have a lot of liability, they want to get those settled. If there are other smaller dollar cases where the transaction and legal costs as a percentage of the overall payment is high, they want to transact on those and maybe there is a couple of ones that we don’t agree yet we wait for some subsequent litigation events before we agree. So as Matt said, what we're seeing is highly customized. We're willing to highly customize for our customers, the licensees, how they want to transact and ultimately they are ones that are writing the checks. So we're open and what we're doing is being responsive to their internal needs of how they want to do structures and we're flexible in doing that with them.

Matt Vella

And overall, the degree of non-uniform I gave the point. Well, I am not sure the term structured gives you enough much meaning. If we take our typical hypothetical profile where one company wants 11 matters in front of you, wants to settle three litigate or eight, another company might have six matters and want to settle them all out. Another one might want to go with different ratios and then at some point, I mean, unless, you know, the more rigid the definition, the smaller the number but at some point, these things are getting so highly customized that the term itself is starting to lose meaning, at least in our eyes.

Paul Coster - JP Morgan

Okay, that’s fine and my last question is kind of abstract question as well. Is there a risk that this business peaks in the next two to three years?

Paul Ryan

Well, we never know that. Two to three years from now it’s hard to see but certainly right now we see a significant acceleration in our tech business and of course we're just at the infancy on both the medical tech, the energy and the automotive where we virtually see no competition. When we go out to talk to people with assets, they doesn't talking to anybody else and with our track record across the board, we certainly what we see now is tremendous growth in all four of these new sectors where it is two or three years from now, I don't know maybe back in…

Matt Vella

You can just look at the macro factors right. Technology continues to be more and more disaggregated in terms of its creation and you know, we're starting to see a lot of tech markets continue to coagulate among small numbers of players or relative to the number of forecasting creating technology. We are starting to see and we are still seeing not as much as competition as perhaps we've seen historically especially given the marriage of talent and capital and information that we have. So all the macro factors are sort of confirming what we are seeing in the trenches which is unprecedented level of deal flow and that's we can see right now.

Operator

Our next question comes from the line of Matthew Hoffman of Cowen & Company. Please go ahead.

Matthew Hoffman - Cowen & Company

So Matt, first question for you, there is the central patent from ADAPTIX portfolio, so it appears that though you signed three deals now on that portfolio, to view those three as setting trend precedent to the rest majors in the wireless industry and then at high level, how do you expect to handle smaller players who obviously having the same type of exposure as the majors? Thanks.

Matt Vella

In the case of the ADAPTIX, the answer for your first question is simply really no. I mean again remember ADAPTIX as we mentioned on previous calls the folks that owned the ADAPTIX, the folks that invented the ADAPTIX technology, the folks that ran that company, they never where offered a seat at the table at these standard setting organizations. Commitments arise by contract because of the quid pro quo usually is, if I am going to get to see the standard setting body like let's say LTE and I am going to therefore get to either explicitly or implicitly impact the direction, the technical direction the standard takes I should have to put my patents up in terms of licensing and in terms of trend basis. Well, ADAPTIX was never given that opportunity and so technically friend commitments don't apply to that portfolio. Having said that, at Acacia, right, we are in the business of licensing and enforcing to achieve licensing outcomes, so we don't plan on doing anything ridiculously crazy about it but technically no we are not under a friend obligation.

In terms of how you handle companies with small exposure, well, you just simply set your pricing according to your rate and you multiply it by the royalty base. So a small company, cutting a deal with a small company is not going to be problematic for us in terms of the hypothetical what we do actually have a friend obligation or in terms of our ongoing policy of being fair to early licensee and gradually ratcheting up rates because it’s a function of the number of, the amount of exposure, small company pays less, but its per unit is going to be a function of other variables.

Matthew Hoffman - Cowen & Company

So MG&A shifting gears to Clayton, MG&A up year-on-year and quarter-on-quarter in the fourth quarter how much of that is a function of the increased activity level versus some of the other factors that you discussed in your discussion of the outlook for OpEx and then what's the outlook there? Thanks.

Clayton Haynes

Sure; with respect to the increase in MG&A as mentioned that is primarily comprised of increases in non-cash stock compensation; the other components being increases in licensing, engineering and related personnel costs and that sort of goes to what Matt and Paul were talking about earlier as far as the increase in resources associated with the growth of the business. The other component of the increases for both the full year and the quarterly results relates to an increase in the variable performance costs and of course that's related to the increase in performance for those periods as well and so its to the extent that we continue to build the business in areas that Paul and Matt have discussed, we would expect to see continued costs in those areas, but the biggest one being variable associated with the overall performance of the company. Paul do you have anything to say?

Paul Ryan

No, I think the majority of it is non-cash.

Clayton Haynes

Yeah, the majority is in non-cash stock compensation.

Matthew Hoffman - Cowen & Company

So basically if we look at previous quarters, we should look at previous quarters’ levels of MG&A for the outlook for 1Q, I'm not trying to back into sort of revenue forecast here and activity forecast for the upcoming quarters, but in time, just trying to structure out if that's correct?

Clayton Haynes

Yeah, I mean I'd say as far as Q1 is concerned we would expect MG&A levels to be relatively consistent with what we've seen in Q4 2012.

Matthew Hoffman - Cowen & Company

Last question for you, Paul, good to see you put some of the balance sheet cash to work in the quarter; can you add some color on the I think its the $113 million quick calculation on cash acquisitions or acquisitions; are those, was the entirety of that $113 million was it entirely spent on now fully owned patent portfolios or owned patent portfolios? Thanks.

Paul Ryan

No actually, virtually all of it was upfront dollars, largely recoupable from first dollars of licensing revenues that will flow back to us; in other words advances. There wasn't any significant outlay for any outright purchases in the fourth quarter. It was all advances; whereas where we think the majority of our capital was used because again with the goal of getting that back in 12 months you can reuse the same capital and attract a tremendous level of deal flow and growth for the company.

Operator

Our next question comes from the line of Matt Bendixen of Craig-Hallum Capital. Please go ahead.

Matt Bendixen - Craig-Hallum Capital

Given the strong cash balance, do you consider moving away from contingency model and absorbing some of the upfront legal cost kind of increase IRR in the backend?

Matt Vella

Well, the short answer is yes and the slightly longer answer is, there is a couple of things that are going to pull us away from that gradually. One is you know, we're doing a lot of early deals and so we're essentially entering into agreements that have to accommodate that reality; I mean you know, takes on occasion suddenly dollars start materializing, alright, I think both sides understand that you are not going to be paying out typical contingency rates and that has been our history and we expect that to continue.

I think the other aspect is we're starting to enforce overseas and in different jurisdictions, you just don’t have the regulatory regime in terms of how lawyers are regulating and you don’t have the customs, the customary practices to go with the same kind of contingency arrangements we've done before. Now having said all of that, and you know we're going to essentially vary the mix very gradually; you know, our roots are in terms of spreading the risk, we're respectful of those roots and the changes are going to have then gradually as those two factors I mentioned, one early dollars coming in more readily and two little bit more foreign enforcement, as those kick in, you will start seeing a shifts away, but it's not going to be dramatic or sudden.

Paul Ryan

Yeah we can tell. They still are the preferred thing. We have a lot of law firms and partners that we have partnered with in the past and we want to continue using them. It's a great model for us and what happens is with the earlier and earlier licensing; as Acacia grows and as the settlements come earlier, we are able to negotiate terms that are generally better than we did when we started it.

Matt Vella

And the key thing to understand is that the firms have been benefiting as well. In some sense, one way to think about it is the size of the pie is increasing and when the size of the pie increase then the delivery time of the pie decreases, you start adjusting shares a little bit and in the end both side of the…

Matt Bendixen - Craig-Hallum Capital

Yeah, that's helpful, and then just lastly, I know last year is the big trend and purchasing IP for defensive purposes, have you seen that motivation kind of declined for the most part and I guess some of the market neutralized itself a bit and if some of those defensive buyers kind of certain toys the idea of maybe monetizing those portfolios?

Matt Vella

I mean, I answer to your question and really restricted to just what was happening in Q4 last year in certain sectors, I could have give you a straight yes, but really its much more complex than that meaning, these markets especially when they are being driven by defensive needs truly fluctuate and they fluctuate according to what is going on with the strategic out there by the operating companies.

So I just think that trends one, there is no one trend that attaches to the sector as a whole, you see different trends attaching to different technologies, different patent areas right, what's going on in wireless it would be very different than what is going on in energy for example. And two, as a function of time, those markets are changing all the time, just depending on who is settling with whom, I mean, in smartphones are alone there has been a number of settlements. I think I have decreased some of that, but there could be other fights flaring up in any moment and suddenly you will see increase in that.

So I think the answer is it is very complex and we don't read too much into get those trends other than knowing when to stay clear of markets where the asset acquisitions have gone a little bit high, the pricing I should say.

Operator

Our next question comes from the line of Tim Quillin of Stephens. Please go ahead.

Tim Quillin - Stephens

I appreciated the breakdown in your press release of the patent portfolios that came in the door between partnering with upfront cash, partnering with no upfront cash and outright purchases; do you have a similar breakdown for the fourth quarter?

Paul Ryan

We do not. You know we just, we would probably do in terms on an annualized basis. It depends on what we don't want to do is kind of violate confidentiality agreements and so we don't want to create a precedent in a particular quarter where there may not be enough where you can kind of get blended out. So we are doing it on an annual basis if we have enough transactions in the quarter that we can protect the confidentiality, we have no resistance to doing that but we have to be mindful of those agreements. So where we can we will.

Tim Quillin - Stephens

And I'm just trying to think about so the $100 million in patent acquisition costs in the quarter, should we think so there's nine new patent portfolio, should we divide a $113 million by nine and it’s kind of an average of $12.5 million of capital outlay per portfolio?

Paul Ryan

No. No I wouldn't do that. I would assume it was fairly concentrated in a smaller number of transactions.

Tim Quillin - Stephens

And can you help us think about patent acquisitions in 2013 or kind of what a normal level of patent acquisitions might be?

Paul Ryan

Well, given our pipeline right now, we are obviously looking at a number of additional very significant transactions where when we say that we mean very high revenue potential for the patent portfolios. Certainly we are at a, our pipeline is at the highest level, unprecedented level right now, so we plan to continue to deploy significant levels of capital where we think for our shareholders we can advance capital that represents a very small percentage of total revenues that we think is very low risk and get that capital back from first dollars and we reuse them, I mean that's the way to really grow this business to the next level. So we plan on being very aggressive with the right opportunities.

Tim Quillin - Stephens

I think that maybe is the ultimate point is so do you think in 2012 at least the cash from operations or from the cash flow statement was a little over $100 million, you spent $330 million in capital so you burn cash in 2012, so I think what you are, I hope what you are saying is that there's going to accelerated pace that…

Paul Ryan

Sure if you look at, that's the first year we put out that kind of capital so obviously throughout our (inaudible) we are going to adjusting some cash flow off of that capital and get it back.

Tim Quillin - Stephens

Right, right, right.

Paul Ryan

And a lot of it was in the fourth quarter so a lot of it was only been deployed for a few weeks.

Tim Quillin - Stephens

No, that's fair. And Clayton, do you have a guess for me on GAAP tax rate for 2013?

Clayton Haynes

Sure, I would expect the GAAP tax rate to continue to be in the 38% to 40% range just as based upon the discussion earlier regarding the requirements we are calculating of GAAP taxes.

Operator

This will conclude the question-and-answer session. I will now turn the call back to Mr. Ryan.

Paul Ryan

Thank you, operator. Well, in summary, we'd just like to say is you can probably read. We are very enthusiastic about the prospects for the growth of our business right now. Not only is our tech business growing at the highest level we've ever had but obviously we are seeing great potential in these new sectors, particularly, medical technology and particularly in the energy sector and we are very fortunate that we got an established track record.

We've got plenty of capital, we've got some really good people and our role in transacting in this market, we think is going to increase. We're going to be doing more transactions and probably less going to trials in general, which improves margins and improves the velocity of our use of capital which does great things for our shareholders.

So we're very enthused and I am looking forward to a great 2013 and I appreciate all the new people who bought stock. I know we have a lot of new owners this quarter and we appreciate those people and the ones that added to their positions. So I am hopefully, we can reward them during 2013. Look forward to talking to you on our next call. If you have any questions, give me or Matt or Rob Stewart a call. Thank you.

Operator

Thank you. Ladies and gentlemen, if you wish to access the replay for this call, you may do so by dialing 855-859-2056 or 404-537-3406 with the confirmation code 87529890. This concludes our conference for today. Thank you all for participating and have a nice day. All parties may now disconnect.

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