Acacia Research Corporation (ACTG)
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The 15th Annual East Coast IDEAS Conference

Jun 12, 2025

Speaker 2

Really good example of kind of how we find ideas. A real smart investor suggested we take a look at this one. We did a group call with the company and really are intrigued and interested. It's really changed. I mean, I didn't think of Acacia as what it is today from what I think of it historically. I'm going to turn it over to MJ and have him tell the story.

MJ McNulty
CEO, Acacia

Yeah, no, that's great. Thanks for taking the time. We're excited to have you here. We're pretty excited about what we're building. It's very different than what Acacia historically was. Historically, we were an intellectual property business. We are not that anymore. We actually took an intellectual property business with a handful of other assets and we turned it around. About two years ago, I was put into the business as the interim CEO and subsequently the CEO. We rebuilt the team. We rationalized the cost structure. We put all the processes and procedures in place to build a company that's an acquirer of businesses. What are we today? We're a value-based acquirer of companies. We think about the world from a value perspective, from creating a margin of safety and building segments that can stand on their own.

I'll go into that a little bit more and we can show you what we've done. To start out, just some quick stats. We've got about $577 million of book value. Over our shares, that's about $6 a share. We've got about $340 million of cash and public securities. Our securities are all kind of liquid securities and a market cap of $368 million. We generated about $222 million revenue and $61 million of EBITDA. One of the questions we always get is how much of that EBITDA is related to our intellectual property business. In the LTM period, it's about $40 million. You can look at the valuation of our business relative to about $21 million of durable earnings. Importantly, we've done that with no debt. To give you a sense of the team that's stewarding this capital, I'm MJ.

I have a long history of private equity background. I also worked at Starboard Value, who is the 66% owner of Acacia. They asked me to come run this business and take it over from the prior management team to execute on the strategy that they saw and we saw of building a diversified business of compounding assets. In the room, I have George Broadbent with me and Rob Rasamny. Again, long history of private equity and public equities. We also have a handful of other folks at the office that help the ship run. The overall theme here is that several of us have worked together in prior iterations of our careers. We have a fully encompassed deal team that encompasses our parent company of about 12 people that's responsible for stewarding our assets.

The easiest way to explain what we're doing is we're taking the cash that we have on our balance sheet. We're pairing it in some cases with debt, buyout debt at the underlying companies to identify sectors that we really like. Sometimes these sectors are going to be out-of-favor sectors. They're going to be contrarian themes. The reason we do this is we want to be able to buy a great business. What we think, proforma for what we can do with the business, is a great business and start a vertical. Once we plant a flag in that vertical, we can talk through a couple that we've done already. We have operating partners that we work with, one in-house in particular who's excellent on the industrial basis.

We want to be able to take a B or C quartile asset, so value, purchase at a margin of safety, intrinsic discount to what we believe the assets are worth as they stand, and then make those assets better, more efficiency, better margins, continuous improvement methodology and mindset inside a team of continuous improvement and alignment of interests so that we can then become a strategic buyer with that or grow it organically or both. Take a business that's an under-loved business, an under-followed business, an under-management business, and make it really good and grow it into a really big standalone entity that has value inside Acacia and can have value outside Acacia. We do not buy every business we see. We buy actually very few businesses that we see. We saw 350 businesses last year. So far this year, we've seen 280 businesses.

We're very selective in what we're going after. Once we buy the business, we're very, very focused on operations. You'll hear us oftentimes make comparisons to private equity. We are not a private equity fund. We are not buying a business, sticking it in a drawer, having a quarterly board meeting, and hope it does well in the fifth year when we go to exit it at a higher multiple than when we bought it. We're buying these things with a hands-on focus of operating the business, most importantly, getting paid while we own the business as opposed to just exiting the business.

The metric that we look at when we value these businesses is the margin that we're making, the yield that we're making on the earnings, and the cash flow in year one, in year two, in year three throughout our hold period, not just the exit multiple and the exit EBITDA to make a return. Now, we still get the benefit of that because we bought it at an intrinsic discount. We're building it into a much better business. We kind of get the best of both worlds. We get the best of a compounder and private equity. The reason it works inside this platform and it doesn't necessarily work for our peers doing it, we have an undefined hold period. We can be value buyers upfront. We can be a turnaround buyer. We can be a traditional value-in-the-middle buyer.

We can go in and have a growth focus as we create these verticals and grow them. Whereas that same business in private equity would have to go through three different owners, three different sale processes, dislocation of management teams, performance, taxes, so on and so forth. This gives access to the best of all worlds in terms of how you monetize, hold, and evaluate businesses. I talked a little bit about growth and a little bit about returns, but we can't focus on this enough. We are very focused on returns while we own the business, not just when we exit the business. You'll ask us what we've done. This team took over the business in, just call it 12/31 of 2022. We had about $350 million of cash on the balance sheet. We had a lot of assets. We rationalized the cost basis.

We took all corporate costs down to zero, and we rebuilt them up function by function, person by person, so that we have a sustainable parent company cost base that we can scale against. We think we're at that point. There are some slides on our website. One of them in particular shows the evolution of our corporate G&A structure relative to the EBITDA that we're adding to it. We're at an inflection point right now where we don't need to add a lot more G&A to drop a lot of EBITDA down to the bottom line for the benefit of the shareholders. Got rid of Eric's 25% public position, generated a really good return on it. We acquired Benchmark Energy in two transactions, one in October of 2023, one in April of 2024, to create now a very scaled oil and gas platform in the Anadarko Basin.

We bought back shares, and we've used cash for other acquisitions and things in the middle there. We bought Deflecto in October of 2024. We still have $340 million cash on our balance sheet. We've been able to add that $21 million of EBITDA without using much of our shareholders' resources to do it. To give you a sense of the portfolio that you as shareholders own today, we've got an energy business, we've got a manufacturing business, industrial technology business. Over on the right are some things that we have on our balance sheet that are non-core to us. There's still a little bit of cleanup that we need to do from having taken over the company. We're looking to monetize those in due time. We're not fire-saling them. We're working with the teams there to try to create the right liquidity profile.

Let's talk about Benchmark because you can get into some of the ways that we think about businesses going through the actual acquisitions that we've done. In Benchmark, we had a theme. We thought there was a material amount of dislocation in the oil and gas market. Oil and gas, like it, hate it. The reality was that the pricing dynamic in oil and gas was off. Historically, you'd buy an oil and gas company at a PV10, so a 10% discount rate of the future cash flows of the oil and gas streams. You do that on oil and gas that was being produced, oil and gas that probably can be produced, and oil and gas that maybe can be produced if we can figure out how to produce it. You're paying for this big circle all at one discount rate.

What we said is, we have seen a lot of oil and gas companies fail, borrow a lot, high cost structure, drill a lot of wells to try to increase the reserve base, again, the private equity model. How do we make the company really big so we can sell it to somebody else? We did not want to do that. It turned out that a partner that George and I had worked with in the past, a longstanding North Texas Oil & G as family, and one of our former colleagues that worked for this gentleman, had the same theory we did, which was, why do we not create a cash flowing vehicle out of oil and gas assets? Let us pay as little as we can for great assets and then let us hedge them very conservatively.

Our hedge profile on these assets is 80% of the cash flow stream for the next three years, which is about as far out as you can go. How do we cover as much of our purchase price as possible so that when we get our bait back off the table, our shareholders own an annuity that there is no capital against? We acquired the first 51% with Johnny, who is the name of our partner, and Kirk in October of 2023. We did a very large acquisition in April of 2024. The aside here is George and I have invested in oil and gas enough to know that when people call you the 212s, they know they are getting the dumb money. We wanted to make sure we were partnering with locals and not tourists. Johnny and Kirk have taken this business.

We paid a high teens discount rate, so not PV10, closer to PV20 for only the oil and gas that was flowing out of the well. We got everything else for free. Turns out that there's some pretty interesting things in that acreage that we got for free, including a play called the Cherokee in the Anadarko Basin that's starting to get really hot. Similar to the way we approach the world, operationally, value-oriented, Kirk takes those wells that are shut down, the wells that are flowing but not flowing the way they should be, and he starts doing methodical workovers on these wells, lift, compression, well bore work, so we can increase the profile of each of those wells.

If you look at where we bought the business to where our SEC reserve report was at the end of the year, we produced out of those wells, but our total reserve base was held about flat, almost exactly flat. Kirk has actually added value to those wells. That is what we want to see. We want to see the ability to find value where others are not. This opportunity exists because the large majors and large independents go drill wells. They move to the next field. They move to the next field. Their incentives are different than ours. Ours are to generate cash. Theirs are to grow the reserve base materially. We have the opportunity to grow a reserve base. We may drill some wells. We are going to do it very cautiously over a longer period of time than what those guys would do it. Second example, Deflecto.

We bought this business in October of last year. Three businesses in one, totally unrelated to one another. Private equity fund had owned it for 20 years. They'd tacked on a bunch of stuff. Didn't make sense to have them together. Went through a failed process with the family office. No private equity fund wanted to buy it because they couldn't buy the whole thing. There is a transportation safety business. There's an HVAC-related business, building products-related business. And there's a manufacturing business that sells into grocery and office and other spaces. Every private equity fund wanted a piece of it, but they couldn't buy the whole thing because their partners wouldn't allow them to do it. That's not their mandate. That's not what they do. We come in. We buy the whole thing at five and a half to six times mid-cycle EBITDA.

The transportation safety business is levered to Class A trucks. We have got understanding, some cyclicality in that business. We put our operating partner, Clay Kiefaber, Rand Colfax was very instrumental with the Rales Brothers in developing the Danaher Business System model. Go into Deflecto, take all the corporate overhead out, create separate businesses out of the three, align management interests, start going through cost-cutting initiatives, plant rationalization initiatives, ultimately with the view of continuous improvement in the mindset of the gentlemen who run these businesses. We have got three great separate businesses that all have strategic value in and of themselves where we can then start to deploy capital.

We have the value seed of three different businesses where we can lean in and now be a strategic acquirer, benefit from synergies, even if we have to pay a market multiple to continue growing these businesses. HVAC right now and transportation safety are really attractive markets. Particularly in the HVAC sector, the trends are really great. Those two businesses can stand alone on their own and grow into be very large enterprises through acquisition and organic growth, assuming the companies go from being under-managed and under-loved to managed and loved. We are looking to allocate capital not just into Benchmark. We are looking to allocate capital into Deflecto. One of the things we really love about Deflecto is this road and worker safety theme. There are not a lot of businesses that we think we can scale this to that focus on that.

Market and the five and a half to six times multiple that we paid for the business is probably the multiple of the least attractive businesses and the least amount of EBITDA in that entire stack. Again, intrinsic value, a lot of optionality inside each of those three businesses and among the three businesses themselves. Protronix is not a business that we acquired. It is a business that we inherited. It was burning cash when we inherited it. We and Clay went into the business, put in lean manufacturing, put in continuous improvement, put in things like Power BI. How do we get access to the information? How do we make decisions? We have taken that business from negative cash flow to generating $7 million in cash last year. Some of that was bringing working capital out, but about a $5 million EBITDA number with a high degree of cash conversion.

The business model there is selling industrial-strength rugged printers into things like auto manufacturing lines. We have 100% market share in that segment, but it's a declining market. We said, "Okay, we've got a very large installed base. Our ink has super high gross profit margins. We may not sell printers forever, but we have a very long tail of ink that we can sell into that market at very high profit margins on a very reduced corporate and manufacturing cost base." In the last six months, we've added two new products that we're now distributors for into our distribution channel that we have very high margins on. We took a business that was naturally declining, that was managed very poorly, turned around the management of it, cleaned it up, and now have found a way to add more revenue to that business.

Lastly, we have an intellectual property business, which I do not know how many of you have followed us for how long. We have historically been followed for being an intellectual property business. Great business. Not a business. It is an asset class. It is uncorrelated. We have very large receipts from prosecuting these Wi-Fi 6 patents that we own on a very lumpy basis. We have an embarrassment of riches here because we ended up with Wi-Fi 6 patents, which are standard essential, which is kind of the top of the stack, top quality of anything that you want. Everything else just does not look attractive.

We continue to look for more opportunities like that, but by and large, we're going to be allocating capital into Deflecto and Benchmark, and then probably a technology vertical, some sort of a vertical software play maybe into banking or financial services broadly, healthcare where you have a sticky customer base, even though it's a long sales cycle, but you have a really good distribution channel. How do you look at us? We've got our operating segments. It's reasonably easy to figure out what those operating segments are worth from a multiple standpoint. We've got a lot of cash. We've got some other equity securities, and we've got parent costs, which we've managed very well. I think the sum of the parts is reasonably easy to understand.

Certainly, the sum of the parts would suggest that the company is worth a lot more than a little over cash value that it is trading at today. Those are the prepared remarks I have. I am happy to take any questions here after. Yeah, no, it is. Maybe it is nuanced why it is not PE, and maybe I am more acute to that nuance because I came from PE. I do think that the longer-term capital provides a real benefit because if we were to buy Deflecto in a private equity fund, our mandate would be to turn it around and then sell it. We do not want to turn around and sell it. We want to turn it around, and then we want to build it. We can do that over a very long period of time, whereas in private equity, our LPs would make us sell it.

PE sells its best firms first, and its worst ones last. You end up losing out as a PE guy. You end up losing out on the exciting part of having turned around a business. No capital is permanent, but yeah, that would be the analogy. Capital would not be checking equity markets or some of these debts too. The way we think about capitalizing these, we have a lot of cash on our balance sheet still. We think about leverage very conservatively. We all come from private equity backgrounds where you put seven times leverage on something, and you do not sleep for six months until you get cash flow to pay it off. We do not want to do that. We do not want to put our assets at risk to create a levered return.

We will use it, and we do a lot of work around each particular investment to determine based on cash yields and returns what that looks like. Our return is not coming from financial leverage. It is coming from operating leverage. We are inherently operationally focused. We use the cash on our balance sheet. We have seen a lot of things that are larger that fit exactly the profile that we are talking about: margin of safety, a lot of optionality, ability to grow, great operating partners. We have conversations with the traditional LP base where maybe Acacia, our shareholders, put up the seed of a single asset fund, and we raise LP dollars around that. Acacia is the manager of that for some economics, a promote, maybe a promote and a fee. That is a pretty common model that we have deployed in different places in the past.

We know other companies, other public companies are doing it. That is another way to access capital. The benefit of being public is to use the public currency. I do not know that I love debt at the parent company level because if we can keep it down at the operating company level and not taint the parent, that is my preference right now. Maybe at some point that will change as the portfolio becomes larger and much more diversified. If we get to a point where our stock trades above book value, then we can also use shares. We can use shares in two forms, right? We can sell shares and use the cash to buy a company, or we could use shares in a share and cash deal.

Speaker 3

What does Starboard kind of see in this?

Just it's interesting, I guess, having them as a kind of big almost like six-piece.

MJ McNulty
CEO, Acacia

They own two-thirds of the company. They came into it intentionally. I mentioned the biotech businesses that the prior team bought. The reason Starboard's in the cap table is because that team had gone to Starboard to get the capital to do the biotech deal. When they came into the cap table, they came in in prefs and converts. It was very complicated for the market to understand. In the summer of 2023, we and Starboard agreed to convert all of that to common so that all the shares are the same color and it's a little bit easier to understand. They came into this intentionally. Remember, I came from Starboard. They asked me to come run this and build this. They're very happy with the partnership.

We have a very close relationship with them. I think I can't speak for them, but I think they view this as we can't do this. We think this is a really interesting way to unlock value. Their view of the world is how do we unlock value in a situation where there's trap value and be able to increase the value of the company? The easiest way to do that is to control the company and control its destiny. We are able to actually unlock trap value. We look at a lot of micro—we'll buy public companies too. We look at a lot of microcaps where there is inherently value that will never be unlocked unless the business is owned by somebody else.

Speaker 4

What's sort of the end game here?

I mean, is it just to have a bigger, more formidable big public holding company, or is there?

MJ McNulty
CEO, Acacia

Yeah. The way I think about it, and we look at a lot of other companies that we admire, like Danaher, like Constellation Software. They're a single entity that does something like Benchmark does or Deflecto does. Ultimately, we'd love to have two or three large businesses that sit under Acacia where we have different ways to monetize them. Maybe we can sell them to a private buyer. Maybe we can spin them off. Maybe we can take them public independent of one another. We're growing businesses because we're able to do something that a lot of people don't do now.

When I started my private equity career, there were a lot more people that were willing to roll up their sleeves and do some messy deals and turn things around and be really operationally focused. That market has matured to a point where it's highly specialized, and LPs are allocating dollars for very specific strategies. This just isn't a strategy they're allocating dollars for. Again, the life cycle of a company, that same company may go through three different private equity hands before it reaches the point that it can under one without all the frictional costs, the changes in administration, the new owner saying, "We actually don't want to do this. We want to do that." These companies aren't actually achieving what they should achieve because of the dislocation of the ownership over time.

These are all—we're looking at small cap, microcap, lower middle market deals. I use this—I don't know if it's an appropriate analogy—but we're bringing a machine gun to a knife fight in terms of the skill, not just this team, but bringing Clay and the operating advisors that we work with. The companies that we buy—Deflecto would never have had access to these resources. It's only because these resources would never scale for just a Deflecto, but they do over our portfolio. Yes.

Speaker 5

What is the longevity of the results for the patent portfolio?

MJ McNulty
CEO, Acacia

Historically or perspectively? Yeah, so there's still value in the patent portfolio.

Speaker 5

I have the biggest results for 2024 results because last five years, ten years.

MJ McNulty
CEO, Acacia

Will those at that scale? Yeah. Look, we've had a lot of great settlements in the last couple of years.

The patent portfolios, by nature of being able to buy them, are not set up to monetize day one. We have invested time into the strategy of being able to monetize those portfolios, holding venue, setting price, setting volume, all of these things. We are at a point now where we have started to see large monetizations, and we will continue to see monetizations over time, whether they are as large as the ones that we have gotten. The Q4 of 2023, we had a very large deal. In March of this past year, we had a very large deal that we received the cash from. It is difficult to say. It is very idiosyncratic and lumpy. The return over the life of the portfolio is really good, but it is a terrible business to try to project or budget or guide on.

Speaker 6

It is supposed to have been some very large biotech asset with under 66% ownership.

MJ McNulty
CEO, Acacia

There was a portfolio of a fund manager in the U.K. that got in trouble. The portfolio went into administration, and Starboard and the prior team bought it for about—it was about a $250 million deal. They actually did quite well on it. We still have a couple of businesses from that portfolio left, Viamet and AMO, which we are working on monetizing. We have much more cash now than the company did when it did the biotech deal. They needed to go externally to raise that capital. Anything else? I guess, what should we expect for kind of pace of deal flow? I mean, it sounds like you are pretty intentional about what you are missing. You do not have funds with a life cycle, etc.

Every time you're trying to deploy. We want to put money to work. We do not have a target on our back the way a private equity fund would have a target on its back. We are very methodical about how we think about where we want to go, how we get the value. I think you're going to see add-on acquisition, tacons inside the energy business and the manufacturing business. There is probably going to be a good amount of velocity there. Those teams can lead a lot of those. We will have oversight on those, but those teams will lead a lot of those. There is a little bit of a flywheel in the growth in those individual segments. The platforms, we would call each of those a platform. The platform investments, we are very thoughtful about. To give you a sense, we saw 350 deals in 2024.

So far this year, we've seen a little over 280 deals. We are very cautious about picking our spots. We're seeing some really interesting things. We're seeing some things. We're working on a thesis around specialty lending and specialty leasing. Specialty lending in particular, where we're seeing a lot of markets where there's just not a lot of capital flowing into them. The return that you can get relative to the risks that you're taking is very good. We're playing around with that idea. Similarly, in the specialty insurance area, where you can have a vehicle that's picking up and dropping lines as markets tighten and loosen. Both George and I, we come from oil and gas and insurance, oddly enough. We have a really great advisor working with us, a really great advisor on the insurance side.

Those are two areas that we think are really interesting. We are actively seeing a lot of things on the Deflecto side. The Benchmark side, we're seeing things. The blessing and the curse there is that valuations have gotten a lot higher in that market, where we are in particular. Elliott is deploying a bunch of capital in. Citadel is deploying a bunch of capital in. A lot of hedge funds have picked this up for a cash flow. They like this theory, the way we're approaching it. They are looking to do it themselves. We will see things here and there in the Benchmark arena. In energy more broadly, we're focused on staying with what we know and what our team knows. You're not likely going to see us step out and go to the Permian or the Bakken or the Marcellus.

You're going to see us building around our existing acreage position where we can leverage the scale of the team that we have there. We have seen some things in the technology space where we've seen valuations we liked. There were business model flaws that we didn't like, and we walked away. We are disciplined. We want to put money to work, but we're not going to put money to work foolishly. We are highly focused on valuation. It is a little bit of a different story. We are not manufacturing something and selling it or providing a direct service. We are looking for businesses like that that are not well-managed and we can make better. The other thing about us talking to investors is we all traffic in the same areas.

We love talking to everybody about the ideas that aren't performing well in their portfolios and the ideas that they have for fixing those because those provide great acquisition opportunities for us. If there's nothing else, I think we can wrap up.

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