ACTG - NASDAQ

Good morning, everyone. Thank you for joining Acacia Research's Third Quarter 2025 Earnings Conference Call. My name is Kelly, and I will be your conference facilitator for today. [Operator Instructions] I would like to remind you that this conference call is being recorded today and also is available through audio webcast on Acacia's website. [Operator Instructions] I would now like to turn the conference over to Mr. Brent Anderson of Gagnier Communications. Mr. Anderson, you may begin the conference.

Thank you, Operator. Leading today's call are MJ McNulty, Acacia's Chief Executive Officer; and Michael

Thanks, Brent, and thank you to everyone for joining us for our third quarter 2025 earnings call. Acacia delivered good results in the third quarter with significant increases sequentially and year-over-year across many key metrics. Despite persistent macroeconomic and geopolitical headwinds, our team executed well against our disciplined and operationally focused strategy. While our businesses are not immune to these headwinds, we're using this as an opportunity to accelerate our value creation plans swiftly and decisively across our portfolio. These include the implementation of pricing strategies, cost savings initiatives, operational efficiencies, and plant consolidations to mitigate tariff pressures and to position our companies for continued growth. These ongoing initiatives and the team's consistent execution drove our strong quarterly results with Acacia delivering total revenue of $59.4 million, up 16% sequentially and up 155% compared to the prior year quarter, the year-over-year comparison primarily driven by our third full quarter of Deflecto. The company's total company adjusted EBITDA was $8 million, and Operated segment adjusted EBITDA was $12.6 million, while free cash flow for the quarter was $7.7 million, with the net result being a GAAP loss of $0.03 a share or a loss of $0.01 per share on an adjusted basis. Book value per share at the end of the third quarter was $5.98, and book value per share to Acacia, excluding our noncontrolling interests, was $5.57, both essentially flat versus last quarter. Acacia's performance in context, in spite of the macroeconomic and geopolitical headwinds, the businesses we own are still delivering attractive return characteristics. As you've heard me say before, Acacia is focused on identifying and acquiring underloved, under-managed, and undervalued businesses where we believe we can leverage our significant capital base and experienced leadership teams to streamline operations, materially improve performance, and drive long-term growth. As a result of our actions on a year-to-date annualized basis, Benchmark is generating a roughly high teens free cash flow yield. Deflecto is generating a high single-digit free cash flow yield prior to the impact of our in-flight operational improvement initiatives, and Printronix is generating a high teens free cash flow yield. With strong and improving cash yields at each of our operating companies and disciplined cost control at the parent, we believe we're creating significant equity value, which is not yet reflected in our share price. As we approach the end of the year, we remain focused on driving revenue, EBITDA, and free cash flow growth at each of our operating businesses, while at the same time, growing our extensive pipeline of actionable M&A opportunities. With approximately $332 million in total cash, equity securities, and loans receivable at September 30, our strong balance sheet positions us well to pursue accretive organic and inorganic growth opportunities across our businesses to create differentiated value for our shareholders. I'd now like to discuss our operating segments. Within our energy operations, we continue to view Benchmark as an attractive platform to allocate capital within the oil and gas industry. As you may recall, we acquired the business in 2 steps. First, through our partnership in November 2023 with McArron and the company on a small package of wells; and second, through the acquisition, the Revolution assets in Q2 of 2024. At that time, we underwrote the business based on acquiring existing flowing production at a high teens discount rate, and we continue to evaluate comparable opportunities within our existing geographies. Since our acquisition of Revolution, the Western Anadarko Basin has seen a meaningful increase in investor interest. As a result of the renewed interest in the basin, we've seen high-quality, well-capitalized operators enter the basin with rig counts increasing despite declining rig count activity in many other plays. This has pushed the value of high-quality producing assets in the basin back towards historical evaluation metrics. While this is positive for the value of our business, it does mean that we need to be more cautious on valuations for additional producing assets we may want to acquire, and we have focused those efforts on asset packages where we can maximize strategic overlap with our existing fields. To that end, as you may remember, in addition to the large producing acreage we acquired as part of the Revolution acquisition, the deal came with a significant undeveloped acreage position in an emerging play called the Cherokee, which you've heard us discuss in the past. This year, we've continued to strategically develop this position within the Cherokee, most recently highlighted by 2 small but very strategic acreage acquisitions. As we continue to build our undeveloped acreage position, we're actively considering additional monetization opportunities as well as potential capital partnerships to finance a targeted drilling program for our acreage in this play. During the quarter, Benchmark continued to perform well with stable operated production and strong cash flow. While oil and natural gas prices remain at low levels, Benchmark's hedging strategy continues to perform as expected. As a reminder, benchmark hedges over 70% of its operated oil and gas production with hedges currently in place through the beginning of 2028, protecting a significant amount of our cash flow from downside price risk. Further, our diversified production profile provides us with significant optionality as we're able to prioritize projects that are more gas and NGL focused in a weaker oil price environment. As of the third quarter, approximately 52% of Benchmark's LTM commodity revenue and 78% of LTM production on a BOE basis was driven by gas and natural gas liquids, which have remained much more resilient from a pricing perspective. Looking ahead, we see a variety of ways to create significant value in expanding our oil and gas platform, and we're fortunate that our operations in the Anadarko Basin provide us with access to some of the highest quality reserves and management team in the country. We remain excited about the value generation opportunities at Benchmark, and I look forward to keeping you updated as we continue to scale this business. In our Manufacturing segment, Deflecto delivered another quarter of sequential revenue growth and improved adjusted EBITDA versus last quarter. We're continuing to progress our operational initiatives at Deflecto, including strategic price increases across each business unit, reshoring and consolidation of certain manufacturing operations, overhead and G&A cost reductions, and improving go-to-market motions, all of which are aimed at creating a more streamlined business positioned for future growth. While the current tariff and macroeconomic environment has impacted several of Deflecto's end markets, I'm encouraged by the strong progress and significant improvements we have made across the business. To address some of the trends we're seeing across Deflecto's business units, I'll start with the Class 8 truck market, which continued to experience demand headwinds throughout the third quarter. Recent industry data indicates that Class 8 net orders for September represented the weakest September since 2019. We expect the Class 8 market to remain under pressure in the near term. Further tariff and macro clarity, along with lower interest rates and gradual fleet capacity normalization into 2026, should support a rebound in activity. Moreover, Deflecto remains focused on selling essential nondiscretionary products such as mud flaps and emergency warning triangles that are mandated by key regulatory authorities, which puts the business in a strong position when the cycle turns. Within the office products business, tariff and global trade uncertainty has caused many customers to pause or delay purchasing decisions. While we expect these headwinds to persist in the coming quarters, our operational initiatives are helping to mitigate these impacts and position the business for future growth as macroeconomic conditions normalize. As a reminder, the Deflecto office products business sells basic necessities for everyday use, such as sign holders, document organizers, and flomats for the home and commercial office markets. Within the Air Distribution business, our sales have remained resilient in the face of a soft construction market, largely a result of interest rate pressures, which we believe will subside in the coming quarters. We continue to work to offset tariff cost pressures in this segment through product line relocations, pricing actions, and working with our distribution partners to optimize delivery routes. Within this business unit, Deflecto's core product offerings include dryer vents, air ducts, and air vent deflectors, all of which are essential in nature. Very excited about Deflecto's long-term growth potential, supported by its substantial market share, diversified customer base, and industry-leading products. Turning now to our Industrial segment. Printronix continues to deliver strong performance, and we're seeing positive momentum across the business. Our operational improvements over the last 12 to 18 months have resulted in an attractive mix of hardware and higher-margin consumable revenue streams that generate consistent free cash flow. The team continues to use our advantageous channel position and market share to add new product lines, which we expect to provide incremental contributions over the coming quarters. Now to our Intellectual Property segment. We recorded $7.4 million in total paid-up revenue from multiple settlements and licenses during the third quarter, which resulted in total revenue and adjusted EBITDA of $7.8 million and $3 million for the quarter, respectively, a significant increase sequentially and year-over-year. In the year-to-date period through September, our IP business generated $78 million in revenue and $44.2 million in adjusted EBITDA versus $19.4 million in revenue and $6.3 million in adjusted EBITDA in the prior year period. As a reminder, the quarterly fluctuations within the IP business are largely the result of the episodic nature of the business and timing of future settlements. With that, I'll pass it over to Mike to discuss the details of our financial results.

Thank you, MJ, and hello, everyone. Acacia recorded total revenue of $59.4 million during the third quarter. Our energy operations generated $14.2 million in revenue for the year -- revenue for the quarter compared to $15.8 million in the same quarter last year, reflecting a softer oil price environment year-over-year. Manufacturing operations generated $30.8 million in revenue for the quarter, representing a third consecutive sequential increase compared to $29 million in the second quarter. Given we acquired Deflecto in October of last year, there is no comparable prior year period. Our industrial operations generated $6.7 million in revenue during the quarter compared to $7 million in the same quarter last year. Our intellectual property operations generated $7.8 million in licensing and other revenue during the quarter compared to $0.5 million in the same quarter last year. Total consolidated G&A expenses were $16 million during the third quarter compared to $11.2 million in the same quarter of last year. The increase was primarily driven by the addition of Deflecto as part of the company's new manufacturing operations. Deflecto G&A expense for the third quarter of 2025 was $4.6 million, which declined from $5.1 million in the prior quarter. Of the $4.6 million of Deflecto G&A expenses, approximately $1.1 million was related to depreciation of fixed assets and amortization of intangibles. Our energy operations G&A expense was $1.2 million for the third quarter of 2025, compared to $1 million for the prior year quarter in 2024. G&A at the parent level increased by $0.5 million year-over-year from $6.1 million to $6.6 million in the quarter ended September 30, 2025. Parent G&A on an adjusted basis decreased by $0.6 million year-over-year from $5.2 million to $4.6 million in the quarter ended September 30, 2025. The company reported a third-quarter GAAP operating loss of $6.4 million compared to a GAAP operating loss of $10.3 million in the same quarter last year. This was primarily due to the inclusion of Deflecto in 2025 with no comparable operating income in 2024, along with a lower GAAP operating loss in the IP business in 2025 compared to the prior year. Energy operations contributed $1.1 million in GAAP operating income during the quarter, which included $3.8 million in noncash depreciation, depletion, and amortization expense, and does not reflect the realized hedge gain of $1.2 million during the quarter. Adjusted EBITDA for our energy operations was $6.1 million in the quarter and $21 million year-to-date. Free cash flow for our energy operations was $4.3 million in the quarter and $11.9 million year-to-date. Manufacturing operations contributed $1.1 million in GAAP operating income during the quarter, which included $1.1 million in noncash depreciation and amortization expense and $0.3 million in nonrecurring transaction-related expenses and severance costs as part of our operational initiatives at Deflecto. Adjusted EBITDA for our manufacturing operations was $2.6 million in the quarter and $6.3 million year-to-date. Free cash flow for our manufacturing operations was $2 million in the quarter and $3.7 million year-to-date. Industrial operations contributed $0.3 million in GAAP operating income during the quarter, which included $0.5 million in noncash depreciation and amortization expense. Adjusted EBITDA for our industrial operations was $0.8 million for the quarter and $2.5 million year-to-date. Free cash flow for our industrial operations was $0.7 million in the quarter and $4.1 million year-to-date. GAAP net loss attributable to Acacia Research Corporation in the third quarter was $2.7 million or $0.03 loss per share, compared to a net loss attributable to Acacia of $14 million or a $0.14 loss per share in the prior year period. This decline in net loss was primarily due to the significant year-over-year increase in revenue and EBITDA, in addition to gains from our public equity portfolio and lapping the legacy legal fees from the prior year period. Included in GAAP net loss for the third quarter was $0.9 million in unrealized gains related to changes in the fair value of equity securities at September 30, 2025. Adjusted net loss attributable to Acacia in the third quarter of 2025 was $1.1 million, or a $0.01 loss per share. Further details on these adjustments can be found in our press release. Now turning to the balance sheet. Cash and cash equivalents, equity securities measured at fair value and loans receivable totaled $332.4 million at September 30, 2025, compared to $297 million at December 31, 2024. The parent company's total indebtedness was 0 at September 30, 2025. On a consolidated basis, Acacia's total indebtedness as of September 30, 2025, was $94 million, consisting of $58.5 million and $35.5 million in nonrecourse debt at Benchmark and Deflecto, respectively. Since closing the acquisition of the Revolution assets in April 2024, Benchmark has paid down approximately $24 million in total debt, underscoring the strong free cash flow generation of the business. Additionally, since acquiring Deflecto in October 2024, the company has paid down approximately $13 million in total debt. These capital allocation decisions have significantly reduced our consolidated debt and interest expense, providing further operational flexibility. More information on Acacia's third quarter results, please see our press release issued this morning and our quarterly report on Form 10-Q, which we will file with the SEC later this week. I'll now turn the call back over to MJ.

Thanks, Mike. Just as a reminder, we've got a Q3 earnings presentation and an investor presentation on the website that goes through the reconciliations that Mike just talked through, and I think is helpful disclosure. But just in conclusion here, as you've heard, despite ongoing tariff headwinds, Acacia delivered solid financial and operating results in the third quarter and for the first 9 months of the year. Looking ahead, our near-term focus remains on leveraging our diverse portfolio and developing targeted pricing strategies and cost savings to mitigate the ongoing impact of tariffs and related uncertainties and drive value creation for our shareholders. While our approach remains measured and thoughtful, we're not letting volatility in the market stand in the way of building our pipeline and identifying opportunities for organic and inorganic growth across our businesses. The inherent value of our assets is strong, and I'm confident that our value-oriented strategy and experienced management team will enable us to continue to build our momentum across our business through year-end and into next year as we continue to generate long-term value for our shareholders. With that, I'll turn it back over to you, Kelly.

[Operator Instructions] Your first question is coming from Anthony Stoss with Craig-Hallum.

I wanted to focus on -- Deflecto was a bit better than what we were modeling, even in a tougher environment. MJ, when you look at a so-called normal environment down the road, what percent of free cash flow do you think you'll use to pay down debt? And where do you think those EBITDA margins can go to?

I mean in terms of the amount of free cash flow that we use to pay down debt, we paid off some debt this quarter as a capital allocation decision, really to bring the leverage down, create more -- even more flexibility as we look at a handful of initiatives, and also to reduce the interest drag. We like to have leverage in our underlying businesses; just given our cash balance, it's not entirely necessary, but there is some strategic benefit to having credit facilities in place there. And so we decided to bring that down a little bit. In terms of EBITDA target percentages, I would think about it in like kind of a low to mid-teens type margin. We are going through a lot of operating initiatives in all 3 of those selective businesses that should help to drive that. But look, we're in a pretty tough part of the cycle in the safety business. It's still performing. But with the changes that are being made there as that cycle normalizes and kind of runs back up, the margins there should be really attractive. Our air distribution business is doing well. And then the office products business, kind of the same type of target.

And then on the benchmark side of the business, especially on the Cherokee properties, can you maybe update everybody where you stand on that? How -- I guess, how many oil heads have been tapped? And what are your plans going forward over the next year or so?

Yes. I mean -- so if we look at the base business, it's performing -- our operated production is performing how we want it to perform. Commodity prices could be stronger, but we've got the hedges in place, which is exactly why we did that. So we are protected to a large extent from the hedges. In terms of the Cherokee, what I can say is that we have not yet drilled any wells. We have spent a considerable amount of time optimizing our acreage position through, as I mentioned earlier, 2 small but really strategic acquisitions and some land swaps and non-op working interest swaps that get us to great blocks that we think are very attractive to monetize.

Your next question is coming from Brett Reiss with Janney Montgomery Scott.

Very impressive, the increase in the free cash flow on Deflecto in a challenging environment. But just another free cash flow question. In Printronix, the first quarter, you had $2.5 million of free cash flow. Is that a seasonality thing? Or that seemed kind of an aberration?

Yes, it is a seasonality thing.

I have a question. The valuation of the AMO Pharma, when you poke around their website, they have a Phase III drug in trial, Phase II. Can you refresh my recollection? What do we -- what is our carrying value on that? And when you look at the total addressable markets that AMO Pharma talks about on their website, it just seems that could, in the future, be a possible positive potential surprise for us?

Yes. I mean, so we don't disclose the carrying value of it. We do think that -- it's attractive. The company has -- just as a reminder, this is a drug for myotonic dystrophy. It's actually a pretty novel drug. There's a reasonable amount of interest in this space right now. There's a couple of research reports out there and some commentary on 2 companies, Dyne and Avidity, that target a similar end market. Those are probably worth taking a look at, Brett. We continue to work with the company. They're making good progress with the regulatory authorities in terms of working towards an approval. We inherited these businesses, and so we continue to work them. But these are early-stage biotech companies. And so we're pretty -- we're cautiously optimistic, I would say.

TP Link systems seems to be in some sort of embroglio with the United States government. Does anything that's going on between them and the U.S. impact the value of our patent portfolio in that area? And also, does that change the timing on collecting our judgment we have against them?

Yes. So that's a great question. Obviously, there's a lot of geopolitical tension around -- not that in particular, but around the nations. I would say one thing, the U.S. appears to be more IP-friendly in the new administration than it was previously. So I think that's a positive. We are -- we have been awarded the judgment in the TPLink case. The next step there is that the Federal Circuit wants to hear some oral arguments because TPLink is trying to exercise all of their legal rights here. And so we still feel really good about it. I think the process is a little bit longer than we had hoped, but it doesn't change our views on the prospective outcome here.

Last one for me. There were some pretty high-profile bankruptcies recently in the private equity space. Do you think these are canaries in the coal mine with more to follow, or these are one-offs? And I ask that because if there are canaries in the coal mine, you may hold off on buying anything in the private equity space, or if they're one-offs, will you be more aggressive in pursuing acquisition opportunities in private equity?

Yes. I mean I think you're talking about First Brands and Tricolor, which they are certainly one-offs for different reasons. I think it's drawing more attention to the private credit space than it is in the private equity space. We are seeing different developments in the private equity space, for example, and a handful of other industries. But this is why we keep our leverage low at Acacia. We come from private equity backgrounds. We've all put significant amounts of leverage on businesses. And this type of an environment is exactly why we are very cautious and judicious with leverage. We are seeing an increasing number of private equity businesses being marketed because they have high levels of debt. We are starting to see multiples come down relative to the highly elevated multiples that sponsors were buying assets at 4 in, call it, 2021, 2022. So I think the price discovery is getting better. We still have a lot -- there's still a lot of uncertainty. Interest rates are still high for guys that are putting 5, 6, 7 turns of leverage on businesses. And it's still unclear for a lot of these companies what the current administration and some of the trade policies mean for those businesses. So we are being very cautious about what we evaluate and how we evaluate it. We're seeing a lot of deal flow, and we've kind of dug in on a handful of deals that maybe we're not fully there on price discovery, but where our expectations and sellers' expectations were 4 to 5 turns a year, 18 months ago, maybe we're within a turn, 1.5 turns, maybe 2. So it does feel like it's getting to a more normalized environment.

Your next question is coming from Todd Selter with 88 Management LLC.

Well done in Q3. Leveraging off Brett's question, in terms of the IP portfolio, we noticed a settlement after Q3 on Vantiva. I think it happened somewhere in Q2 in the second week of October. Would that number be reflected in our Q3 patent $7 million to $8 million top line or no?

Yes, that's part of that $7.4 million settlement, Todd, that I mentioned earlier.

I thought it might be. Great. So Brett did expound on a couple of thoughts that I had. And what I really want to discuss with you, gentlemen, now is really proud of the operating job everyone is doing, but so disappointed and disturbed at the lack of any reach out from the IR team to try to generate some interest in what we all consider a very attractive undervalued equity. Why has there been such little initiative put forward in that area? And what do you guys plan on doing moving forward to try to raise Acacia's profile amongst the appropriate buy-side vehicles out there that might be involved or interested in investing in microcap value?

Yes. Look, Todd, it's a great question, and we were actually very deliberate in the way that we approached this. When -- roll back a year ago, we didn't want to put our hands up in the air and say, "Hey, look at us, look at us. Here's what we're going to do." And so we held off on IR, admittedly, so that we didn't look like Carnival Barkers. Subsequent to now Benchmark with some quarters under our belt, Deflecto with some quarters under our belt, Printronix having been turned around, showing you all that we can manage the parent company G&A to a level that allows us, with each incremental acquisition, to really scale that and scale the earnings over the parent company G&A, we have started reaching out. So we're having a lot of conversations with new investors. We presented at a couple of conferences. We're continuing to get scheduled on the conference circuit to go tell the story and meet people. And we found that having conversations in person, even more so than over

That's encouraging. Now how about on the sell side? How far are we away from maybe onboarding 1 or 2 other analysts from other firms to try to get a better sense of who we are, so they could also communicate our story and gain some more momentum in this direction?

Yes. We're -- we've talked to several research groups about the story. What we don't want to do is force it because we want to make sure that it's a natural fit. People are excited to pick us up. But there are -- there are a handful of folks that we're talking to about that. As you know, with research, there's -- our stock has some volume in it, which is great. I think our volume is bigger on an average daily basis than it was certainly a year or 18 months ago. But those guys want to get paid just like anybody else. And so we're working through that.

Yes. The ace in the hole that we have, MJ is the Starboard relationship since they own 60-plus percent. You would think that some of these sell-side firms would want to maybe engender some goodwill, and the Acacia Starboard Association should serve our best interest in that area.

We're arm and arm with our brothers over at Starboard on that point.

MJ, you guys are doing a great job on the operating side, but as shareholders, we're suffering.

We're working on that for you, Todd.

Your next question is coming from Shelley Anthony with Formidable Asset Management.

I'm filling in for Adam this morning. So we actually have a somewhat tangential question about your stake in AMO Pharma. The company AMO has recently announced several positive advancements and results in the last few months. And in light of that, can you tell me if that has changed your estimated valuation in any way or prompted any interest from outside buyers?

That's a good question. Great. So we've not changed our valuation as a result of the news. I agree with you that AMO has been active publicly on helping people understand the positive developments in the company. We have not changed our valuation. As I mentioned earlier, I think we're cautiously optimistic. We've been around the biotech space, and we've seen things work, and we've seen things not work. I think AMO has a really interesting and necessary drug for a patient group that doesn't have a lot of other options, and both safety and efficacy of their product are great. There -- as I mentioned earlier, there's some news out there around Dyne and Avidity, which have similar solutions. And so that makes us cautiously optimistic as well. But all in all, we share the excitement, but we're not marking our asset up as a result of that excitement.

And so can you tell me if there's been any interest from potential outside buyers?

No, I can't.

There are no questions in the queue at this time. I would now like to turn the floor back over to MJ McNulty for closing remarks.

Thanks, Kelly. Thanks again to everyone for joining us this morning. We look forward to talking to everyone after Q4.