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Great Elm Group, Inc. (GEG)

Q1 2013 Earnings Call· Wed, Nov 7, 2012

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Transcript

Operator

Operator

Good day ladies and gentlemen, thank you for standing by. Welcome to Unwired Planet’s First Quarter 2013 Conference Call. During today’s presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be open for questions. (Operator Instructions) This conference is being recorded today, Wednesday, November 7, 2012. I’d now like to turn the conference over to Ms. Laurence Stevens, Investor Relations for Unwired Planet. Please go ahead, ma’am.

Lauren Stevens

Management

Thank you, good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s first quarter of fiscal year 2013. Joining me today from Redwood City are Mike Mulica, Chief Executive Officer; and Anne Brennan, Chief Financial Officer. Before we discuss the results of the quarter, I want to remind everybody that we’re operating under the rules of Regulation FD. The first quarter financial results press release was distributed at the close of market today, which includes a non-GAAP to GAAP reconciliation. And if you’ve not yet seen a copy, you can find one at our website at unwiredplanet.com. For your convenience, this call is being recorded and will be available for playback from our website for three months. Further, any remarks that maybe made on this call or in our earnings press release about future expectations, plans or prospects for the Company may constitute forward-looking statements for the purpose of the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. The actual results may differ materially from those indicated by the forward-looking statements as a result of various important factors. These factors include the specific risk factors discussed in the Company’s press release that was distributed today, and in the Company’s filings with the SEC including, but not limited to the fiscal 2012 year-end results on Form 10-K and any other reports subsequently filed with the SEC. We intend to make forward-looking statements based on management’s outlook as of today. We do not intend to update these statements until the release of Unwired Planet’s next quarterly report and disclaim any obligation to do so prior to that time. We reserve the right to update the outlook for any reasons during the quarter. I’d like to note that during the discussion of the financial results, unless otherwise indicated, earnings-related items are recorded on a non-GAAP basis, which excludes stock-based compensation, restructuring expense, discontinued operations and amounts related to certain strategic costs and the tax impacts of these items. Please access our press release to review a reconciliation of the non-GAAP measures we report to the corresponding GAAP measures. With that, I’d like to turn the call to Mike.

Michael C. Mulica

Management

Thanks, Lauren and good afternoon, everyone. Thanks for joining the call today. Here at Unwired Planet, we’ve continued on our aggressive pace in changing our Company from a software product company to focusing on a multi-pronged intellectual property licensing and enforcement business. During the first quarter, we added enormous amount of activity and we hope you share our enthusiasm for the foundational improvement of these developments having our ability to increase the value for our stakeholders. To keep you inform, we created a blog to keep investors up to-date on the advance as much as possible. There are a number of changes that have occurred and are occurring that we would like to discuss with you on today’s call. We have accomplished a significant amount since last quarter’s call to refocus the Company to better do our strategic plans. As we move on, let me cover the high level numbers that Anne will detail later. Consistent with our transition we had the minimum revenue in the quarter. However, we managed operating expenses in an effort to achieve our goals and had cash usage of approximately $15 million, which was at our expected levels. Our patent initiative expenses were inline with our expectations, but were generally high in the quarter due to the ITC case. The good news is that we can reduce 60% to 70% of those expenses and materials in the Delaware case. We’re pleased that we hit our mark on cash, business transformation, and portfolio exposure and believe we have moved at an incredible pace to achieve significant transformation on a cost efficient rapid timeline. Among the more pricing developments and the changes to the Board and Executive Management Team we announced today as well as the relocation of our headquarters to Reno, Nevada. Even though moving the…

Anne K. Brennan

Management

Thank you, Mike and good afternoon everyone. In fiscal quarter one; we experienced an $8.1 million non-GAAP losses from ongoing operations during the quarter. Please see the press releases financial table for a reconciliation of GAAP net loss, the non-GAAP net loss. I will walk you through the individual line items of the income statements to help explain our ongoing business. Revenue in the first quarter were $3,000 and related solely to royalties from our first patent deal signed in September of 2010. Non-GAAP patent initiative expenses of $5.3 million includes the cost of employees directly involved in support of existing new patent customers primarily through litigation as well as external legal fees incurred. These continue to be the most significant and variable component of our cost base. Non-GAAP patent initiative expense’s exclude $0.3 million for strategic costs. Non-GAAP general and administrative fees of $2.8 million include employee cost, including executive finance, HR and IT as well as external audit and other public company costs. These excludes $0.4 million of stock based comp and $0.6 million of strategic costs. Our headcount at the end of fiscal quarter one for those employees who are solely engaged in supporting the core business was 11. In the first fiscal quarter, additional headcount with employees throughout (indiscernible) to provide the services to the wire of mediation and messaging [for the clients]. Now with the exit of these employees and the targets attaining of IP professional, we expect our targeted headcount for the ongoing business to be 15 to 20 employees. Restructuring expense of $0.5 million primarily relates to $0.3 million charge related to the relocation of our corporate headquarter in Reno, Nevada. The $0.8 million loss on sales represents an alliance for the settlement of own networking capital adjustments with Openwave Mobility during the…

Operator

Operator

Thank you, ma’am. (Operator Instructions) Our first question is from the line of Charlie Anderson with Dougherty & Company. Please go ahead. Charlie Anderson - Dougherty & Company: Good afternoon everyone. Thanks for taking my questions. I guess I’ll start with, what happened in the quarter in terms of the ITC case and just how that’s impacting some of the discussions you’re having with, in a potential pattern license fees and maybe around price, maybe around timing; just any sort of color you can provide on sort of how that’s trended since that decision?

Michael C. Mulica

Management

Hi, Charlie, it’s Mike. So, I would say that the impact of the ITC case on other licensing discussions has been a non-event. I don’t think it’s had really any impact in terms of timing and or value whatsoever. So, I think to a certain degree the feedback that we got late summer was that people were anticipating this maybe not this exact outcome in terms of the Markman ruling. But it was sort of anticipated that the structure of the ITC relative to the cases that were put into play had risk and it really hasn’t affected the rest of the discussions that we’re having around the overall portfolio at all. Charlie Anderson - Dougherty & Company: Got it. And then a question on the sort of the strategic opportunities. I noticed the strategic costs line item and I think I heard you say that trends down, so I am just trying to kind of figure out what is the activity there and why would it trend down and any light you can transfer to what process you’ve undergone and what process you undergo in terms of that?

Michael C. Mulica

Management

Yeah, so I think in the past we announced that we were working with Jefferies & Company to divest the product group. We haven’t to date announced that we’ve engaged Evercore as our strategic partner around looking at a variety of other alternatives around monetizing our assets, and so, that’s one piece of this I guess that we released today. In terms of the cost themselves, as I’ve said all along over the course of the last five or six months as we’ve been on the other side of divesting at the product groups, there’s a lot of interest in our IP portfolio and there’s a lot of -- there’s a variety of different approaches that we can take in order to be able to maximize the value for all of you folks. And so, I’d say number one, we’re lucky to be working with Evercore, they’ve done a lot in this space recently and have a great deal of expertise on how to think about the current state of the market, and think about the various avenues available to us to take advantage of where the market is at, and so you’ll see that work that we’ve done with them is reflected in that expense line. And so, we’ve done a lot of work and as I’ve said in my script, a lot of what we had put in place is where the body of the costs have been, and you’ll see that trending down or stopping as we move into next quarter. Charlie Anderson - Dougherty & Company: And I think I heard you say that patent issue of expense will come down meaningfully over the next couple of quarters, but I don’t know if I heard the number there.

Michael C. Mulica

Management

Yeah, I didn’t forecast the number, Charlie. What I can tell you and I’ll reiterate the model that we’re moving towards. So, when I talked about a steady state model and where we think we’re at in the transition to that steady state. We’re moving to this new headquarters in Reno, Nevada and you can imagine that the cost basis of doing business there is much lower. We’ll have something on the order of inside the Company, 15 or 16 people. And so, the first thing I’d like you to think about from a model standpoint is we’ll be approaching approximately $1.5 million quarterly expense run rate to run this Company separate from litigation cost. And so that’s from a going forward standpoint as we transition over the coming quarter to make sure we completely eliminate all of the legacy costs. We’re going to be in a position where we have a really low cost public company platform in Reno, Nevada that costs us on a fixed basis about $1.5 million. What we’ve forecasted in the past in terms of the model that we're moving towards is roughly $4.5 million quarterly expense run rate for litigation expenses. And so that’s on a model basis. What I also mentioned is that we’ll be working closely with our partners, our legal advisors and IP advisors and general outside advisors to make sure that we can stabilize that number and get as much leverage on it as possible. So, imagine us being in a position where we’re sort of in the $6 million to $7 million quarter-over-quarter run rate for our business excluding any onetime events that may happen over time, but that will sort of be our steady state. Charlie Anderson - Dougherty & Company: Got it. And last question for me, we had a number of court rulings in the last, I don’t know maybe even a week or so on people who were going against the same sort of – set of folks you’re going against on the case of Vringo and then VirnetX, I wonder if there’s any read through from your perspective on quality of your portfolio versus somewhat what you saw get litigated in those situations?

Michael C. Mulica

Management

Yeah, so we watched both of those cases and I’m sure you can imagine and it’s probably not appropriate for me to compare what they have in their portfolio versus what we have in our portfolio. We’re just pretty focused on the fact that we think that we have a very, very special body of IP and as some of my comments spoke to during my prepared remarks, we’re getting that reinforcement from the industry at large. Charlie Anderson - Dougherty & Company: Great. Thanks so much.

Michael C. Mulica

Management

Thanks, Charlie.

Operator

Operator

Thank you. And there are no further questions at this time. I’d like to turn the call back over to Mr. Mulica for closing remarks.

Michael C. Mulica

Management

All right. Great. Thanks everybody for joining the call today. We really appreciate your continued support. Unwired Planet is focused on executing its IP strategy and we’re making progress on many fronts, as I hope you can tell. We look forward to speaking with you in the near future and thank you for joining the call.

Operator

Operator

Ladies and gentlemen, that does conclude Unwired Planet’s first quarter 2013 conference call. If you would like to listen to a replay of today’s conference, please dial 1303-590-3030 or 1800-406-7325 with the access code of 4574427. Thank you for your participation. You may now disconnect.