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Acacia Research Corporation (NASDAQ:ACTG)

Q2 2011 Earnings Call

July 21, 2011 4:30 PM ET

Executives

Paul Ryan – Chairman and CEO

Clayton Haynes – SVP-Finance, CFO and Treasurer

Robert Harris – President

Analysts

Timothy Quillin – Stephens Inc

Mark Argento – Craig-Hallum Capital

Paul Coster – JPMorgan

Darrin Peller – Barclays Capital

Jonathan Skeels – Davenport and Company

Walter Piecyk – BTIG

Operator

Good afternoon, and welcome ladies and gentlemen, to the Acacia Research Second Quarter 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 the conference up 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/or it’s wholly and majority-owned operating subsidiaries. All intellectual property acquisitions, development, licensing, and enforcement activities are conducted solely by certain of Acacia Research Corporation’s wholly and majority-owned operating subsidiaries.

With us today are Chip Harris, President of Acacia; Dooyong Lee, Executive Vice President and Clayton Haynes, our Chief Financial Officer.

Today, I will give you an overview of the progress we’re making in building the business, and Clayton Haynes will provide you with an analysis of our financial results. We will then open the call for questions.

Acacia had another great third quarter, as we continued to build our leadership position and patent licensing. Acacia had second quarter revenues of 39.7 million, which gives us a new record high and trailing 12-month revenues of 178 million.

To put Acacia’s revenue growth in perspective last year was the first year we exceeded the 100 million milestone in revenues. This year we’ve exceeded the 100 million milestone in the first six months.

Acacia continued to build its leadership position by completing 29 new licensing agreements in the second quarter, including agreements with Nokia, Motorola, Dell, SAP, Broadcom, Mania, Red Hat, Cordis and C. R. Bard.

During the quarter, we also sold patents to RPX Corporation and received a jury trial award of 3 million in a patent infringement case against Universal Lighting.

Acacia generated revenues from 24 different licensing programs in the quarter including five new programs generating initial revenues. We have now generated revenue from 104 different licensing programs.

Acacia also acquired control of nine new patent portfolios in the second quarter and including 86 microprocessor and digital signal processing patents from a major semiconductor company, over 30 circuit patents for advanced memory and processor technology from a major technology company.

As well as patents relating to voice-over-IP technology, data compression technology, HDTV technology, targeted internet advertising and Power-Over-Ethernet technology. We continue to build increased future shareholder value by acquiring control of significant patent portfolios and now control over 180 different patent portfolios.

Over the past quarter we have seen a significant acceleration of interest in patents as a new asset class from both corporation and the investment community. Acacia is uniquely positioned to expand its leadership role and patent licensing as a growing number of large companies worldwide decide to generate revenues from their patent portfolios. There was an increasing awareness in board rooms across the world that our managements need to generate returns on investment from shareholder capital that is been invested in R&D.

As the Director of the U.S. Patent Office recently commented patents are the currency of invention. We’re observing the CEOs and CFOs are becoming very focused on their IP balance of payments and realized they need to generate financial returns from their own R&D investments to offset their payment obligations to other companies. The recent auction of the Nortel patent portfolio for 4.5 billion has served as wake up call to large companies across the world much like the room payment of 600 million to NTP a few years ago served as a wakeup call for individual inventors.

The Nortel patent auction and recent interest in InterDigital’s patent portfolio also indicate that major technology companies are increasingly realizing the strategic value of patents and protecting their product franchises and profit margins. The increasing number of companies who are recognizing they need to start generating revenues from their patents basically have three choices. They can build an internal patent enforcement business, or they can outsource the enforcement of licensing to a specialized company like Acacia or they can sell patent assets.

Both of these last two options present great opportunities for Acacia to expand its business.

Our current business development initiatives indicate that many companies will choose to outsourcer the enforcement and licensing or sell patents rather than try to build a new internal business.

As the number one outsource patent licensing company Acacia’s partnering business model is very attractive to companies that want to generate financial returns from their patents without having to create a distraction to their core business having to be involved in litigation or having to make additional investments of capital and human resources to earn those returns.

Acacia’s corporate partners recognize that we have built a highly specialized company for patent licensing and appreciate the value of our multi-disciplinary teams of engineers, patent attorneys, and licensing executives who can screen large patent portfolios for licensing opportunities, our due diligence teams that can validate licensing opportunities, our broad partnering relationships with leading law firms for enforcement, and the proven track record of our licensing teams in generating revenues.

In summary Acacia currently has the largest number of licensing opportunities and the largest pipeline of potential new partnerships in our company’s history. As the leader in outsource patent licensing we have the potential for significant growth as we are in a very early stage of the development of this new asset class.

Our quarterly revenues will continue to be uneven. Our key internal performance metrics, our growth in patent assets, growth in new revenue generating licensing programs, growth in 12 months trailing revenues, and growth in annual profits.

With that I will turn the call over to our Chief Financial Officer, Clayton Haynes.

Clayton Haynes

Thank you, Paul, and thank you to everyone joining us for today’s second quarter of 2011 earnings conference call. As indicated in today’s earnings press release on a consolidated basis, Acacia reported record second quarter 2011 revenues of $39.7 million as compared to $15 million in the second quarter of 2010. Second quarter 2011 revenues included license fees from 29 new licensing agreements covering 24 of our technology licensing programs as compared to 89 new licensing agreements covering 22 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.

We continued our trend of trailing 12-month revenue growth over the comparable prior year quarter with consolidated trailing 12-month revenues totaling $177.9 million as of June 30, 2011, as compared to $90.8 million as of the end of the prior year quarter. Currently to-date on a consolidated basis, our operating subsidiaries have generated revenues from 104 of our technology licensing programs, up from 75 technology licensing programs as of the end of the comparable prior year quarter.

License fee revenues continue to fluctuate 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 second quarter of 2011, Acacia Research reported GAAP net income of $2.1 million or $0.05 per fully diluted share versus a GAAP net loss of $3.9 million or $0.12 per fully diluted share for the comparable prior year quarter.

Excluding non-cash stock compensation and non-cash patent amortization charges, we reported non-GAAP net income of $8.2 million or $0.19 per diluted share versus approximately breakeven on a non-GAAP basis 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.

Net results for the second quarter of 2011 as compared to the second quarter of 2010 included the impacted of the following. One, a 39% increase in patent amortization charges due primarily to the acceleration of $1.1 million of scheduled patent Amortization expense related to recoupable upfront patent portfolio acquisition cost that were recovered from related net licensing proceeds in the second quarter of 2011 pursuant to the provisions of the underlying inventor agreements.

Second a 66% increase in non-cash stock compensation charges resulting from an increase in the average grant date fair value of restricted shares expensed in the second quarter of 2011, as compared to the prior year quarter.

Third, a 22% increase in other marketing, general and administrative expenses due primarily to an increase in variable performance based compensation charges, a net increase in business development, engineering and other personnel since the end of the prior year quarter and a net increase in corporate, general and administrative costs.

And lastly a 195% increase in business development related research, consulting and other expenses due primarily to a net increase in third-party research, consulting and other due diligence related costs incurred in connection with the identification, review, and assessment of patent portfolio acquisition opportunities during the second quarter of 2011.

In addition our average margin defined as gross license fees, less inventor royalties, noncontrolling interests, and contingent legal fees for the portfolios generating revenues during the period was approximately 46% for the second quarter of 2011 as compared to 59% 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, the terms and conditions of license agreements executed each period, and the related economics associated with the underlying inventor agreements and contingent legal fee arrangements, if any.

Inventor royalties, expense and non-controlling interests for the second quarter of 2011 increased to 8.3 million versus 2.6 million for the comparable prior year quarter. Contingent legal fees for the second quarter of 2011 increased to 13 million versus 3.5 million for the comparable prior year quarter.

The increase in inventor royalties and contingent legal fees was primarily due to the related increase in revenues in the second quarter of 2011 as compared to the prior year quarter. In addition, on a combined basis, inventor royalties and contingent legal fees as a percentage of total revenues increased to 54% as compared to 41% in the comparable prior year quarter, primarily due to higher inventor royalties and contingent legal fee expenses associated with the patent portfolio programs generating revenues in the second quarter of 2011 versus the comparable prior year quarter.

Second quarter 2011 litigation and licensing expenses decreased to 3.8 million as compared to 4.4 million in a comparable prior year quarter due to the lower net levels of litigation support, third-party technical consulting and professional expert expenses associated with our continued investment in ongoing licensing and enforcement programs. This decrease was partially offset by an increase in litigation and licensing expenses incurred in connection with our contingent investment in new licensing and enforcement programs commenced since the end of the prior year quarter.

Looking forward for fiscal 2011, we expect MG&A, excluding non-cash stock compensation charges to be in the range of $17 million to $21.5 million including the impact of variable performance-based compensation costs described earlier and on previous earnings conference calls. For fiscal 2011, we estimate that patent-related litigation and licensing expenses will be between approximately $13.5 million to $14 million.

From a balance sheet perspective, cash and cash equivalents and investments totaled $301.4 million as of June 30, 2011, compared to $104.5 million as of December 31, 2010. Working capital increased to $291.4 million as of June 30, 2011, up from $286.1 million as of March 31, 2011 and $92.3 million as of December 31, 2010.

Net cash outflows from operations for the second quarter of 2011 totaled $11.3 million versus net cash outflows of $2.9 million for the second quarter of 2010. Net cash outflows from operations in the second quarter of 2011 reflect the payment of inventor royalties and contingent legal fees related to first quarter 2011 revenues during the second quarter and does not reflect the cash impact of the $20 million in receivables reflected on the balance sheet as of June 30, 2011 the majority of which is scheduled to be collective in Q3, 2011.

Net cash inflows from operations totaled $25.1 million for the six months ended June 30, 2011 as compared to $16.2 million for the six months ended June 30, 2010. During the second quarter of 2011, we acquired nine additional patent portfolios as compared to 12 new patent portfolios in the comparable prior year quarter. Second quarter 2011 patent-related acquisition costs totaled $1.1 million as compared to $1 million in the second quarter of 2010.

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

Paul Ryan

Thank you, Clayton. And operator, can you open the call for questions?

Question-and-Answer Session

Operator

Thank you sir. The question-and-answer session will begin. (Operator Instructions) please standby for your first question sir. Your first question comes from the line of Tim Quillin of Stephens Inc. Please go ahead.

Timothy Quillin – Stephens Inc

Good afternoon, nice results. A couple of questions but, one is if you can talk about a trend or if there is a trend of doing fewer but larger revenue agreements, and may be not necessarily bringing in a larger number of patent portfolios but, better portfolios and kind of what that means for your business model? And then also, how you think about you’re doing additional term deals versus other monetization methods like auctions?

Paul Ryan

Okay, this is Paul Ryan. On the licensing side, I think over time certainly we have increased the revenue per license. But it – I don’t know is a long-term trend. There are certain portfolios that have a large number of companies to license and therefore they make sense for us and the shareholders to take those portfolios but there may be just 20 or 30 companies to license, which may yield the same amount of revenue as other portfolios with two or there.

So we’re agnostic as long as the revenue opportunity is there and we think we can execute on it. So we don’t shy away from programs that have broad licensing efforts involved as we’ve done that many times before.

On the business development side, we continue to see an expansion on the corporate side when we started there was a lot of individual inventors in universities and certainly our business is moving much more toward very large corporations and those corporations do tend to have much deeper patent portfolios.

And from a licensing and enforcement standpoint it usually is a little easier to do that because companies are less likely to want to engage in long-term litigation when you’ve got a portfolio of 100 plus patents versus one patent.

And the structured term deals we are going to use opportunistically we are seeing interest in that. As you know we have completed some of those and we have some goals going forward which we think are realistic but we are flexible around that. If certain strategic partnerships in the marketplace emerge we may limit the amount of those that we do as long as the same financial results accrue. So if we can do less of them but there are much larger dollar amounts we would certainly be willing to do that.

Timothy Quillin – Stephens Inc

And just a couple more and I’ll let you move on to other questions. But one is given kind of the favor around patent sales right now do you see any opportunities to just do outright sales of patent assets into a relatively receptive market versus licensing? And then second question if you could – if there is anything you could say about the smartphone patent portfolio that you just took on or just announced earlier this week and I think you characterized as valuable and if you could may be help us understand exactly what that consist of? Thanks.

Paul Ryan

Sure. The licensing opportunities once we get something we have several portfolios that we have we think added significant value through our enforcement and licensing efforts. A portfolio becomes much more valuable strategically if it’s one and which we have gone through litigation and gone through all of the hurdles that implies as well as without major licensing effort.

So it increases the value we think in our hands, our licensing and enforcement programs increased the value and certainly there going to be moments and time in particular product categories where you’ve got competitors, where the strategic value of the patents may greatly exceed the licensing value of the patents.

That I think we saw that recently in the Nortel patent auction, where you’ve got probably the most important product in the world right now. The mobile, smartphone and you’ve got major competitors fighting for that marketplace, the strategic value of those patents exceeds what you would normally expect, those licensing.

So, we were – we make the decision on the part of our partners and our shareholders, if there are opportunities to sell that asset into a higher level, you can generate more money as a strategic asset sale. Certainly we’re very flexible in doing that and to answer your other question, we have been approached with certain of our patent assets that relate to this category with that in mind and we’re certainly we consider those and if we can get the best returns for us and our partners that is something that we would do. Chip will you be able to add anymore fairness on that?

Robert Harris

Yeah I think we need to be little bit careful just a distinction, every time we sell, every time we license we just sell a right of the patent. And whether we’re selling that, unique right to one person or selling all the rights to one person. I think you saw in the second quarter, we saw a sale of a patent portfolio that we owned for the – to a patent aggregator who had some need for it. So I mean it’s part of our everyday business, whether we’re selling an individual right to an individual company or selling all the rights to the company is part of what we do day and day out.

So the distinction, which Paul made sometimes the strategic value exceeds the economic value and as some shareholders who probably aren’t here have asked management in the past what happens if they see certain sectors of patents become more expensive, we’ve always said that we like to sell all those rights instead of just license those rights its part of our day and day business.

We’ve a unique ability to understand, I’ve always said we do three things really well. We identify patents. We underwrite the value of them and we monetize that and this is just – this is what we do day and day out. And if somebody wants to buy some of our rights in a bundle we sell it to them. And if somebody just wants to license the rights for their use we sell it to them.

Timothy Quillin – Stephens Inc

Great. Thank you.

Robert Harris

Okay. Thank you, Tim.

Operator

Your next question comes from the line of Mark Argento of Craig-Hallum Capital. Please go ahead.

Mark Argento – Craig-Hallum Capital

Hey hi, good morning guys.

Robert Harris

Hi, Mark.

Mark Argento – Craig-Hallum Capital

When we are looking at some of the margin profiles of the business I know it bounces around a lot depending on what kind of business you do in each quarter in particular this quarter was a very strong quarter on the top line with that we see legal expense, contingent legal leased up and royalties up. Any kind of trend there I mean in terms of on a go forward basis that we should think about in terms of margin profile and mix on the comprehensive side versus on the more perpetual license side. Anything you could shed there in the quarter that might be help us?

Robert Harris

Yeah, it’s there...

Clayton Haynes

Yeah no real trend. It’s just we’ve always said it varies with the specific ownership interest and back end interest and the contingent legal fee interest. So there is no trend. There is that you shouldn’t think anything from that. We’ve always said in the past, we think that normalized margins will be kind of the 50% to 60% range I think through the first half we were at 54%, so I mean we are right in line what we thought.

Mark Argento – Craig-Hallum Capital

Sure. And then...

Robert Harris

But it won’t vary quarter-to-quarter depending on the transactions and given our splits with the IP holders and given their splits with their legal partners.

Mark Argento – Craig-Hallum Capital

Sure. And eluding back to the question about with the market right now and clearly a big strategic play on smartphone IP, if you guys were approached and offered to buy when your smartphone portfolios you have to get the consent of your partner or your – of the original IP owner to basically sell the IP and dissolve the partnership or the JV or is that decision because you control the partnership do you guys have that authority?

Robert Harris

Yeah, generally that’s a provision that’s agreed upfront when the patents are assigned to us and a significant number of those agreements we do have the right to sell the assets but it depends on the agreement.

Clayton Haynes

I don’t think we own any patents and partnerships.

Robert Harris

No it’s we...

Clayton Haynes

That probably partnerships.

Robert Harris

No we form an LLC we have total control of the decision making as once the patents gets transferred into the LLC but our original agreements with companies sometimes are clarifying on that issue, but generally speaking if we can achieve above the original goal of the revenue monetization through a strategic sale rather than license and certainly no one is going to object to that.

Mark Argento – Craig-Hallum Capital

That’s helpful. And then what we saw with the Nortel situation where you had almost like a consortium buying group with five or six different operating companies tech companies, you see more that type of activity that could potentially occur in the marketplace or you’d really look at what happen with Nortel is going to be unique situation?

Robert Harris

Well in this product category that may not be unique you could see the same thing around the InterDigital. It just intelligent groupings of companies aligning their interest temporarily when it meets their mutual best interest vis-à-vis the competing better. So, yeah transactions made for strange bids although sometimes.

But you saw how the Nortel transaction came out and certain companies and in fact basically got pre-licensed, others got other rights and there were bundle rights that got divided up for the highest winning bid. So, I think that patent will probably continue in these strategic acquisition issues that are of high profile.

Mark Argento – Craig-Hallum Capital

Do you think in that situation do you think there will be any of those – any of that IP that will be proactively asserted on or is it just basically purely strategic to block other people from going into markets?

Robert Harris

Well to block them it will be used strategically. We’ve asserted upon them to do that to accomplish the goal I would think.

Mark Argento – Craig-Hallum Capital

Right.

Robert Harris

The right of a patent is to preclude somebody else from using it that’s the fundamental right of the patent.

Clayton Haynes

Without permission of the payor, yeah.

Mark Argento – Craig-Hallum Capital

I guess better word in my question would be do you think that’s something that they would look to a third-party to help them with or is that something that they could create their own entity to go about and do that that’s how we’re able to do that?

Robert Harris

Yes we’ve companies who use us for that right now I mean that’s part of our business model.

Clayton Haynes

Yeah but it makes sense. We certainly could be used as part of a consortium because we would bring certain advantages to being included in that structure. So, I would expect that would happen in the future.

Mark Argento – Craig-Hallum Capital

Sure. Last question any – do you have of course in hand, could you know the number of licensed deals in the quarter that were 10 plus percent of revenue?

Robert Harris

We’ll disclose that in our second quarter 10-Q, which should be filed in the next week and a half or so.

Mark Argento – Craig-Hallum Capital

Great. Thanks guys.

Robert Harris

Okay. Thank you, Mark.

Operator

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

Paul Coster – JPMorgan

Yeah, hi. Mark Strauss on behalf of Paul here. Just regarding your comprehensive licensing deals that you had in the pipeline for a while. Is this recent flurry of activity causing any delays in those deals being closed or perhaps making a negotiation a bit more complex?

Robert Harris

Yeah, we never detailed anything out is what the comprehensive license.

Paul Coster – JPMorgan

I am sorry your term deals?

Robert Harris

You are giving a structured term license.

Paul Coster – JPMorgan

Right, yeah, yeah.

Robert Harris

I don’t think we understand your question, what is it again?

Paul Coster – JPMorgan

I mean just I guess some of the larger licensing deals that you’ve been working on for say 18 months, two years whatever might be that might have been that you might have started back in 2010, 2009 now that we are seeing all of this activity in the industry, is that changing anything with those negotiations, is it making them..

Robert Harris

I don’t think we have ever disclosed – ever where in negotiations at any one-time. So...

Clayton Haynes

What we have said is look we have a long-term goal of entering into a limited number structured licenses basically where we would comprehensively at one point in time simultaneously negotiate settlements on a variety of issues with the company and then potentially grant them some forward usage rights for a payment and then do renewal payments you are probably to those types of agreements.

Paul Coster – JPMorgan

Right.

Robert Harris

And we from time to time have discussions with the number of companies and it always comes down to pricing terms and we think we will continue doing. I think if anything these strategic portfolios will probably increase the potential of those types of deals getting done at some point in time.

Clayton Haynes

Well it is important to know we’ve never talked and to disclose that we have comprehensive discussions with a certain company out there for any period of time, it’s just not – if we have we will announce it.

Paul Coster – JPMorgan

Right, yep, understand, okay. That’s it for us. Thank you very much.

Robert Harris

Okay.

Clayton Haynes

Okay. Thank you. Thanks, Mark.

Operator

Your next question comes from the line of Darrin Peller of Barclays Capital. Please go ahead.

Darrin Peller – Barclays Capital

Hey guys, how are you. This is Adam Karen for Darren here.

Robert Harris

Hi, Adam.

Darrin Peller – Barclays Capital

Just was kind of looking it seems like you guys obviously generated a larger amount of revenue per licensing agreement this quarter and I know that this will kind of vary on a quarterly basis. But is this kind of a trend now given the depth and the quality of your guys patent portfolio that we could kind of look to expect going forward?

Robert Harris

Yeah I don’t think you can draw any definitive trend here and nor do I think it’s particularly a good metric. Because, look again there are going to be some portfolios that we bring in where all of the revenues, licensing revenues will be generated potentially for one company or two or three.

And some will be 20 companies that could be the same dollar. So, we don’t think it’s in an important metric to follow really of average size of individual licensing deal. What does is important, obviously with our partners is to generate the optimum amount of the total licensing program for that particular technology.

So, but to answer your question, no we’d – there is not trend in overall I think we’re getting much deeper portfolios with total higher dollar revenue of value. So, if you assume the same amount of licensees per revenue yeah over time it would go up. But again, I don’t think a really useful metric.

Robert Harris

Yeah part of what was said, Darren is that I’m sorry Adam.

Darrin Peller – Barclays Capital

Yes.

Robert Harris

Is that it’s manager’s responsibility. Four years ago and we did $25 million of revenue for the year. We found an opportunity that was $3 million to $5 million. So we’re pretty excited about it. Now we’ve been what $177 million in the last 12 months. Obviously it’s manager’s responsibility to make sure that the real assets of the company the people that work there, are working on opportunities that are going to be accrued to the benefit of shareholders.

Darrin Peller – Barclays Capital

I see.

Robert Harris

We saw a real goal is to obviously acquire controlling interest in more valuable portfolios that have larger revenue opportunities the actual revenue per licensee within that portfolio is not really the key metric to us.

Robert Harris

That’s a dangerous trap for the almost to – to fall into, when I think you guys being the most recent group, it will be helpful just to not take anything from that.

Darrin Peller – Barclays Capital

Yeah, I guess I was just kind of thinking that like given the quality of the patent portfolio and the fact that you guys are acquiring more valuable patents, if there is something that could be sustainable over time?

Robert Harris

Let me give you hypothetical, we could have one portfolio sort of a $100 million. But there is a 100 potential licensees. So each time if you should a $1 million deal. We’re going to have another portfolio that’s worth $15 million and there is one licensee, it would be very easy for the Analyst Meeting you can screw that the $15 million deal is a big deal and there is other opportunities when in fact there is not.

So I mean it’s hard for us, because to give any kind of indication as to what the trend will be, like we said we hope that as management, we are encouraging our employees to work on things that are more accretive to shareholders. And so far we’ve been right and that’s why the metrics we do give the number of portfolios we bring in, the number of portfolios that we monetize. Those metrics that we talked about lead to higher revenues and we have stated certain margin areas that we think it gives the community out there, an ability to handicap as relative to strengths or weaknesses of the company.

Darrin Peller – Barclays Capital

Thanks, that’s very helpful. And then, I was hoping, I could just ask one housekeeping item here, in terms of what you guys are expecting for a full year tax rate and where your outlook the NOL?

Clayton Haynes

Sure, this is Clayton here. As far as the NOL that’s somewhere around approximately 90 million as of the end of June. And from the standpoint of the overall tax rate I would say that I would expect outside and perhaps some foreign tax on situations for the rest of the year that the remaining quarter is tax rate we will look something similar to the way we did this quarter.

Robert Harris

As management we’re trying to put through as quick as possible.

Clayton Haynes

The NOL.

Robert Harris

Yeah, we’re going to try to improve our CFO rolling.

Darrin Peller – Barclays Capital

Thanks guys. I really appreciate it.

Clayton Haynes

Okay.

Robert Harris

Okay.

Operator

Your next question comes from line of Jonathan Skeels of Davenport and Company. Please go ahead.

Jonathan Skeels – Davenport and Company

Hey guys, congrats on the quarter. Couple of questions first just on partnership opportunities with large companies obviously that seems to be increasing in terms of the announcements that you have out there. First are those all 50-50 revenue share partnerships and then are you seeing just increased interest in partnerships following this Nortel patent sale in a lot of the activity in recent weeks?

Robert Harris

To answer your second question, yes I’ve been on to phone calls lately with managements of large companies saying we’ve crossed the Rubicon and I go why they go any board receives the Nortel patent auction he was not talking about patents as negligent. So yes, we have definitely seen an increased interest and think that will continue.

Clayton Haynes

Yeah, good news, but I mean good news is.

Robert Harris

Yes.

Clayton Haynes

Every – virtually most companies around the world the IP department is getting called by the C-suite and not by our business development opportunity people and we are into conversation now that is this – we’ve to be careful some of these asset classes are getting (inaudible). We need to use the same level of sophistication and background that we’ve have and making sure that we’re acquiring available patents. But the answer to the first question we’re still doing 50-50 deals on our, that’s still the bulk of our business. And I don’t think we’ve done any deals in new business development that have been less than that.

Jonathan Skeels – Davenport and Company

What drives the sell versus partnership decision?

Clayton Haynes

Money.

Jonathan Skeels – Davenport and Company

By a large company?

Robert Harris

Expected Return.

Clayton Haynes

Yeah a lot of it might be strategic some companies are still hesitated to be a – to be a plateau in litigation, given the maybe the vulnerabilities they have of other products within their product line.

Robert Harris

Most companies will have their assets, they are targeting us to realize they are going to have to take a discount to sell, I mean not every category as involved as the smartphone category as right now and semiconductors it’s kind of a unique area. So the other areas it comes really down to the partner, if they want quick money and if they just want to ask for no risk in the time value that’s easy.

But most of the companies that we are – are in discussions with would rather maximize the opportunity and have us go out and generate long-term licensing revenues and fully get value for the – for the patents. Because in most categories unless their strategic buyers, they are going to have to sell at a discount for cash.

Jonathan Skeels – Davenport and Company

Okay. And then on maybe the deployment of capital, you guys have a large cash balance. And where do you see opportunities to deploy that, is it just opportunities where you would acquire 100% of a patent portfolio. Are you still putting up some upfront capital in some deals and do you see any opportunities to jointly purchase with larger partners?

Clayton Haynes

Well I think yeah, there is opportunity certainly to do outright purchases, they’re going to be – we think a number of companies just because they are – you look at CODEC, you got companies and financial distress they are going to – they need to sell assets, like they don’t have the time, a luxury of time.

So there is going to be opportunities in distressed situations where if we can opportunistically buy, we will buy the whole portfolio we also expect that we will be doing some partnering deals where we jointly acquire them. And the other use is often times we can use cash up front and use in advance and get better terms.

In other words we can take a 50:50 we can advance cash and it’s truly in advance that we recoup out of first licensing but we improve the margins for our shareholders may we take the deal to 65:35.

So in the past we’ve – in the last couple of years we’ve done that and it’s our partners like it because a lot of partners need the cash we are willing to advance it to them and get it back from our own efforts so there are guarantee, they base the amount of money quickly at the front end of the deal. But as a trade-off the longer terms through the full licensing we get a bigger revenue split on the percentage basis. So all three of those are places we can effectively use capital and generate accretive returns.

Jonathan Skeels – Davenport and Company

And then may be the last one just on cost structure you have more opportunities that there was a lot of interest in partnership in selling assets. How large can the operation get before needing to hire additional personnel?

Robert Harris

Well we’ve effectively used a lot of outside resources and we will continue to do that. There are lot of really smart and well informed groups out there and we would rather incentivize them from a business development standpoint, we’ve got satellite third-party groups that are working with us that we would give them some back-end participation.

So again we really want to try to do is much as we can off balance sheet without building a huge cost structure here. I do think on the BD front with this the large corporate opportunities probably over the next year will hire a handful of people, senior people who too can relate to those markets because there probably will be a significant amount of corporate partnering opportunity.

But again not a significant increase in head count.

Jonathan Skeels – Davenport and Company

Thanks guys.

Operator

Your next question comes from the line of (inaudible) Asset Management. Please go ahead.

Unidentified Analyst

Hi, my head count question was just answered. Thank you.

Clayton Haynes

Okay. Thanks.

Operator

Your next question comes from the line of Walter Piecyk of BTIG. Please go ahead.

Walter Piecyk – BTIG

Thanks. Could you give just any update on two things, the any type of new competitors in any form that you see cropping up obviously the medium flow in the space has increased pretty dramatically in the last couple of months and typically it attracts new competitors. I know you guys have talked about the time it took you to get to the point where you are at today but have you seen anything in the companies that you are talking to that would show us new potential competitors?

And then also an update on the second question on the regulatory front, any changes that you are anticipating over the six or nine months that could change your business model? Thanks.

Clayton Haynes

Sure. On the competition front, no we see no one new on the horizon. The marketplace because this is a new asset class a few people think that RPX, which went public is somehow a direct competitor. And well there could be possible aspects of competition for buying portfolios. They are one of our best customers because at the end of the day, they are really in the business of buying patent rights for their members and we’re in the business of selling those rights.

So we see them more as a complementary company establishing a new marketplace really for this new asset class. If you think about it, we’ve developed every sophisticated groups that know how to identify and underwrite this asset and know appropriate transaction values and RPX is doing the same thing as that on the other side.

And so I think, the two companies are helping to develop a more sophisticated transactions market in IP. And I think that will be very beneficial, because it will cut down on a lot of unnecessary litigation and friction costs, which really isn’t doing anyone, any good. So, we think the – we think RPX is a valuable component in the ecosystem and between the two companies we can become the defector market in many cases.

On the regulatory side as you know there has been pending patent legislation for the past seven years, it’s gotten water down to the point where it’s, actually the good things its focus Congress on the fact that they now realize that they’ve been expropriating the user fees out of the patent office to the tune of about 900 million. And what an incredibly stupid thing to do when you’re trying to create jobs on a country is to divert the user fees from the patent office where new start up technology companies are the once that are the biggest job creators.

So the good thing that’s come out of that even if the other legislation doesn’t pass I think Congress will discipline themselves from expropriating that money in the future. So, that’s a huge plus. The other issues that are really incumbent in the legislation are to wet more of the legal issues earlier in the process in the post-grant review and if you think about it longer-term that would make our job as licensing and enforcement company much easier, because issues of prior art and post-grant oppositions and certainly this first to – versus first to file basically eliminates ownership issues and – sort of eliminate two of the three big risk in legal enforcement, which currently are validity of the patents vis-à-vis the prior art, which would have been resolved in the post-grant opposition and ownership issues. So then it would really come down to just proving infringement.

So, but on the front end certainly do a lot of smaller companies just the complexity of the potential aspects of the legislation, I think are driving more and more small entities to us it’s kind of like as – as taxes get more complicated and congress passes more rules. The tax advisor business goes up. So, I think, we’ve seen a noticeable increase in smaller companies knowing that we understand these issues and so I think it in the broader sense it would probably be a plus for us. Although the impact on the enforcement licensing side probably wouldn’t be for several years.

Walter Piecyk – BTIG

So it is to say like much difference there, but to go back on the competitive side of things. If a new firm was funded with some limited expertise but, just a lot of money. I guess you could argue that they’d made dump purchases or dump types of deals. But, would that potentially the risk that would create is potentially restrict some of the new licensing acquisitions that you can make with your new fresh cash that you’ve recently acquired?

Paul Ryan

It’s possible, sure and we were expecting at any asset capitals to flow there. This is so different that any other asset class, this is an asset class where 97% to 98% of the assets are worthless. So unless you got growing experience of sophisticated teams you can make a lot of mistakes that are hurry.

And even on the 2% to 3% of the assets that are valuable the new answer of how to rollout risk adjusted time adjusted licensing effort knowing all the counter-parties on the other side and what their likely action is, we think our last 10 years of doing over a 1000 transactions with major companies gives us a huge advantage in understanding the smart way to roll out licensing programs.

And so, certainly we think new capital come in given the degree of difficulty and sophistication of the industry certainly, we think people will make the same mistakes we did. But we see such a large opportunity right here in front of us with larger corporations that it’s not something that concerns us.

Clayton Haynes

Yeah David...

Walter Piecyk – BTIG

So it’s not one of these things that I mean, I’m just trying to understand like in the situation where this happens say a bunch of capital goes in how does – how do you as a company react. You wouldn’t anticipate that your revenue would drop as you kind of sit and wait for these companies to blowup. You are saying that there is still enough opportunity that you can still access licensing portfolio or a patent portfolio that you can license even at the same time as others are or perhaps overpaying and buying those patents those 98% or whatever the patents that you guys would think work for us?

Paul Ryan

We’ve to understand the vast majority of our business is partnering. So any new competitor in the field would have no track record compared to us. On outright purchases certainly if there are people, who don’t understand the nuances are willing to overpay they could potentially exclude some opportunities from an outright purchase.

But the vast majority probably 99% of all of our revenues historically have been from partnering. So certainly the competitive threat would take some time to build for them to develop a credible track record to become competitive with our track record.

Walter Piecyk – BTIG

Can I just ask one other question. I mean today there was an 8-K filed about how I guess ICON is pressuring Motorola to figure out how to monetize their patents. Can you give us a sense of what you would envision goes on at a company like that because I mean you talked about this earlier on the call about how when board see what happened at Nortel they are going to start putting pressure on their own companies and maybe in this case it’s an investor.

What becomes the next step and maybe Motorola is not the perfect example but on smaller companies how did they usually play out from a timeline of when companies do you think get over the hump of saying okay let’s get this asset out and monetized?

Paul Ryan

Well if you are asking us to envision it, I would envision it that somebody on their board level probably says what we’re going to do with our patents and the smart person says colocation.

Clayton Haynes

No, I mean it’s hard to speculate what goes on inside. We see it from a business development.

Walter Piecyk – BTIG

Obviously it’s more on timeline. I mean just and understand because you have dealt with obviously with lot of these companies, small and large?

Paul Ryan

Some companies move...

Walter Piecyk – BTIG

Okay.

Clayton Haynes

Very, very quickly, other companies we could be in discussions with for a year and all of a sudden tomorrow they call on and say we want to do a deal or they call and say we don’t want to do a deal, I mean its..

Paul Ryan

Yeah, we have developed a dialogue with a number of large companies who have valuable patent assets and obviously these milestone events are increasing the percentages of them being interested to doing it now rather than later.

Clayton Haynes

We had a large technology company with well over 15,000 patents who literally wouldn’t take our call for couple of years. And we had lunch with them last week and they say we have 15,000 assets and we only need 8000 to help us. So you just don’t know I mean it when the corner suite calls the head of IP and says what’s our plan more times than not we are going to be part of the discussion internally that we outsource it do we – I mean that’s just a natural progression of what to speculate of what goes on and how long it takes..

Paul Ryan

It depends on the company, yeah it depends on...

Clayton Haynes

We think it’s moving more quickly now because of the some of the things we’ve seen in the marketplace.

Walter Piecyk – BTIG

Great. Thank you very much.

Paul Ryan

Okay. Thank you.

Operator

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

Timothy Quillin – Stephens Inc

Hey, thank you for taking my follow-up, but I just want to follow up on the press release yesterday regarding the smartphone patents and the fact they are valuable? And the access patents that you brought on have proved to be very valuable from a discounted cash flow perspective just on their own. Is this portfolio valuable in that type away or is it more valuable just because it adds to your overall smartphone IP and may be pushes potential license fees towards structured deals a little bit better?

Paul Ryan

Well the answer to the question is, these patents are we think very variable and certainly, the more you aggregate as this seen in these auctions with Nortel and in digital the deeper and broader, the total portfolio has the more valuable it can be to a strategic player in the field. So, fairly can’t say any more than we did in the come out, there was multiple patents, there were several patents. We do think its valuable in the smartphone category and probably in combination with existing patents we control, puts us in an even stronger position.

Timothy Quillin – Stephens Inc

Right. And on the intake side – on the patent intake side, you’ve talked about the notion of carving out some may underutilized patents that you are structured licensees own. Have you seen any progress there, was this at all related to that?

Paul Ryan

This particular one no, but –

Clayton Haynes

We don’t see progress on the –

Paul Ryan

Yeah we’ve seen progress on that concept. This particular portfolio that was not related to one of those.

Timothy Quillin – Stephens Inc

Yeah, okay. And because I’m sure in acquiring mines want to know but, do you still think you can do three structured licensing deals this year?

Paul Ryan

The two more certainly, what we know we can do them, just a matter of price we can do them right away.

Timothy Quillin – Stephens Inc

Yes, yes.

Paul Ryan

But, yeah we still believe we will, yes.

Timothy Quillin – Stephens Inc

Okay. And just lastly for Clayton on the amortization of patents, if I understand your comments correctly, we should maybe assume that amortization is about $1 million lower in 3Q. And then going forward is that right?

Clayton Haynes

Correct, for the remainder of 2011 scheduled amortization is coming out at around 2.5 million or so but that doesn’t obviously taken into account any additional accelerations of amortization related to recruitments in future periods.

Paul Ryan

Already new purchases.

Clayton Haynes

Exactly.

Paul Ryan

Exactly.

Timothy Quillin – Stephens Inc

Right. So is $2.5 million split over the two remaining quarters but that’s probably a low estimate?

Clayton Haynes

Well we know it will be wrong.

Paul Ryan

Not but we will.

Timothy Quillin – Stephens Inc

That is wrong as our revenue estimate. So, okay I think got it. I appreciate it.

Clayton Haynes

Thanks, Tim.

Operator

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

Paul Ryan

Okay I want to thank you all for being with us. If you have any follow-up questions you know where to find us and look forward to speaking with you next quarter. Thanks.

Operator

Ladies and gentlemen, if you wish to access the replay for this call you may do so by dialing 800-642-1687 or 706-645-9291 with conformation code 75362672. 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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