Earnings Labs

Great Elm Group, Inc. (GEG)

Q4 2013 Earnings Call· Thu, Aug 15, 2013

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Transcript

Operator

Operator

Good day ladies and gentlemen, thank you for standing by. Welcome to the Unwired Planet’s 4Q and FY 2013 Earnings 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, August 15, 2013. I would now like to turn the conference over to our host Laurence Stevens. Please go ahead.

Lauren Stevens

Management

Thank you, good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s fourth quarter and fiscal end 2013. Joining me today from Redwood are Phil Vachon, Chairman of the Board and Eric Vetter, President and Chief Administrative Officer. Before we discuss the results of the quarter and fiscal year, I want to remind everybody that we’re operating under the rules of Regulation FD. The fourth quarter and fiscal end 2013 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 it at our website at www.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 are in our earnings press release about future expectations, plans for prospects for the Company which 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 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 2013 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 would like to note that during the discussion of financial results, unless otherwise indicated, earnings-related items are reported on a non-GAAP basis to include stock-based compensation, restructuring expense, discontinued operations and items related to certain strategic costs and the tax impact 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 would like to turn the call to Phil.

Phil Vachon

Chairman

Thanks Lauren and welcome everyone for joining our call today. My name is Phil Vachon, the newly appointed Chairman of the Board of Unwired Planet. This past quarter we completed the transition of Unwired Planet from a software company to a technology licensed business. With this transformation complete, we turn our focus and our considerable assets of the company to revenue and cost control. It's been a busy quarter. Since our last call we've added to our Board, successfully completed a capital raise, expanded a number of license discussions under way, sought the progress on our enforcement actions and continued to mine our substantial portfolio. Let's take these topics at order. First the Board; in addition to me the Company added IP industry veteran Bill Marino and Greg Landis to the Board since the last earnings call. The three of us have extensive IP experience to together comprise the newly created IP committee of the Board. The committee is charged for working closely with manager of the Company's IP strategy and approach and we look forward to adding value this way. Successful IP monetization requires patents, people and capital. We have the patent, we have great people and we've raised $37 million since our last call. Eric will talk more about the capital raise in a moment. Our licensing efforts are focused on three primary markets; mobile, devices, both cloud services and network infrastructure. Direct licensing is always our preferred method of collecting royalties for our inventions. It is by far more cost effective for all parties. We have discussions with many of the major relevant parties. As of today our active discussions have grown from nine potential licensees to 14, with more in the works. The licensing process is generally one that is long and circular, involving extensive technical…

Eric Vetter

President

Thanks Bill and good afternoon everyone. Fiscal 2013 was a time of rebirth for Unwired Planet. During the year, we completed the restructuring of our company from the product-based business to one focused entirely on intellectual property. In February, we consummated the Ericsson transaction thus enhancing our patent portfolio by adding approximately 2,150 patents, and in June we raised $37 million through a senior note in registered direct offering and announced our intent to do a rights offering for an additional 12.5 million. With the restructuring activities behind us, today the company is focused entirely on pursuing our multi-pronged strategy to realize the value of our patent portfolio while managing our cost structure. For the fourth quarter of fiscal 2013, we are reporting a net loss of $8.7 million on a GAAP basis and a loss of $6.5 million on a non-GAAP basis. Please see the press release financial tab for a reconciliation of GAAP net loss to non-GAAP net loss. The results are comprised as follows. We had net revenue for the quarter just ended of $85,000, patent initiative expenses totaled $4.7 million and include legal and consulting costs related to supporting, defending and asserting our patents as well as cost of employees directly involved in support of our licensing efforts. Included in these expenses was $0.4 million of post-strategic cost for absorbing the Ericsson patent and $0.2 million of stock-based compensation expense. In addition to patent initiative expenses, we incurred $4.9 million in general administrative expenses on a GAAP basis. G&A expenses are comprised of external legal, accounting, and other public company costs as well as employee and executive-related expenses. Included in G&A this quarter was $1.8 million of stock-based compensation. Net cash used during the quarter just ended totaled $9.3 million. Legacy expenses, which were the biggest…

Operator

Operator

Thank you, we will now begin the question-and-answer session. Most of your questions today will be answered by Mr. Vachon and Mr. Vetter. (Operator Instructions) Our first question comes from the line of Charlie Anderson with Dougherty and Company. Please go ahead.

Charlie Anderson - Dougherty and Company

Analyst · Dougherty and Company. Please go ahead

Good afternoon. Thanks for taking my questions. I wanted to ask about the 14 potential licensees, I appreciate that color. I wonder if you could talk a little bit more about end markets there. Are we talking terminal or are we talking cloud? And then sort of what was the sort of funnel to some of those negotiations. Are these Ericsson licensees that are coming up for renewal, ones you’ve already sort of started talking to, and sort of Unwired Planet legacy IP, just any color there would be appreciated.

Philip Vachon

Analyst · Dougherty and Company. Please go ahead

It is a very known market for the IP that we hold, we spend as Eric just said, quite a bit of money analyzing the portfolio and analyzing who the potential infringers are. So, it’s not like we have to go dig in that hard to find evidence of infringement. So, to answer your question directly, these are across all of our portfolios, on all the major markets, and we expect that to continue until we cover the entire market.

Charlie Anderson - Dougherty and Company

Analyst · Dougherty and Company. Please go ahead

And then just in terms of, kind of how close you are, I know, like you said it’s very difficult in this market to ascertain that, but would any of them be what you would describe as sort of late stages, and what would be sort of the tip offs in your mind that you are sort of reaching the late stage negotiations with somebody?

Philip Vachon

Analyst · Dougherty and Company. Please go ahead

We are not providing guidance on revenue or timing of revenue, but let we just say that the portfolio is strong enough and we believe it’s inevitable that these infringers are going to have to pay. So, it’s inevitable, it’s just a matter of time, and all licensing discussions are at different stages. In a licensing discussion in the IT industry, you could think you’re close and you’re not very close at all, and then a week later you’re in court with a defendant. So it’s very difficult for any of the IT companies in the public market to forecast revenue, and we are no different. And so, therefore we are not going to forecast timing of revenue. But I can tell you that part of the announcement today was the analysis that showed we had what was 40 standard essential patents, so therefore we believe that revenue is inevitable.

Charlie Anderson - Dougherty and Company

Analyst · Dougherty and Company. Please go ahead

So one of the big headlines in the industry in the last couple of weeks was the administration’s veto of the shipment ban that Samsung had gained and obviously standard essential patents were a key component of that discussion, I wonder how that has influenced some of the discussions you’re having, we potentially don’t have that hammer that the industry had.

Philip Vachon

Analyst · Dougherty and Company. Please go ahead

We are not in the ITC at all, and so we were in the ITC, we are not currently in the ITC. We have no plans to be in the ITC and we will see how things develop. We actually think that a better venue for us is where we are, which is in the U.S. court system. So, it was surprising but didn’t impact our business at all.

Operator

Operator

Our next question comes from the line of Mike Latimore with Northland Capital. Please go ahead.

Mike Latimore - Northland Capital Markets

Analyst · Mike Latimore with Northland Capital. Please go ahead

Good, thanks a lot. Yeah, I mean, actually really a basic question here. How would you define prospect being in the active category, how would you define active at this point?

Phil Vachon

Chairman

When we are engaged in discussions with them typically and although you shouldn’t take this as gospel, we have a standstill or some sort of non-disclosure in place with them, and typically are showing them claim charts or evidence of use.

Mike Latimore - Northland Capital Markets

Analyst · Mike Latimore with Northland Capital. Please go ahead

And are any of the discussions to the point where there is experts involved, and negotiations occurring among experts?

Phil Vachon

Chairman

I’m not sure what you mean by experts. We think we are experts, but what other experts are there?

Mike Latimore - Northland Capital Markets

Analyst · Mike Latimore with Northland Capital. Please go ahead

Well, my understanding is that that at some stage there is a fairly thorough discussion of claims among technology experts, and then they used to negotiate economics of each specific claim.

Phil Vachon

Chairman

Yes. When you submit claim charts to a potential infringer, the first thing they do is put their experts on it. So I don’t know this first hand or which accounts or that level. But you should assume that the first thing you do when you hand the claim chart over to a defendant or to a perspective licensee is that they put their experts on it. So I think the answer to your question, yes.

Mike Latimore - Northland Capital Markets

Analyst · Mike Latimore with Northland Capital. Please go ahead

And then how about, how has the process been, my understanding is as you talk to prospects you’re here, perspective licensees, you kind of have to figure out whether some of the Ericsson encumbrances are involved or not, how is that process going?

Phil Vachon

Chairman

Yes, it’s fine. It’s part of our licensing effort. We know the encumbrances. We have an encumbrance list, we know when some of them expire at certain timeframes. We are talking to a variety of people who’ve already licensed the patents, about continuing their licenses and starting those continuations early. At some point, it comes down to a matter of price. As I said in my remarks, we’re not going to give the stuff away. We need to be fair and reasonable, and non-discriminatory which we believe we are. And so, you’ve got to mix all that stuff up in a bag and that’s how you end up with a licensing program for patents that are already licensed by the Company.

Mike Latimore - Northland Capital Markets

Analyst · Mike Latimore with Northland Capital. Please go ahead

Okay, and given the sort of the status of the various events here, what’s the view towards the expenses in the September quarter? Are you tracking towards the low or high-ends?

Phil Vachon

Chairman

Well, I think I just got your card. I think we can do better on expenses and that’s not a commitment to come in lower or higher next quarter, but we are, Eric and I, and the rest of the team are studying ways to make this more efficient and lower the burn, so stay tuned for the next call.

Eric Vetter

President

Yes, Mike, that’s exactly right what, Phil said. And in addition, we’re still away from either of the Markman's in Nevada and the one in Delaware is a pretty defined Markman, and those are the things that can really drive us more to the high end than the low end. So, we should still be near the low end.

Mike Latimore - Northland Capital Markets

Analyst · Mike Latimore with Northland Capital. Please go ahead

And of the 14 in active discussions, have all those signed NDAs?

Phil Vachon

Chairman

I actually don’t know the answer to that question, I don’t know. It would be typical that they do that the first thing you do for those who are in the industry, if you don’t, you get a risk of a declaratory judgment and that’s not something that we particularly care for. So we typically would start off with some sort of NDA or stand still.

Operator

Operator

(Operator Instructions) Our next question comes from the line of Mark Argento with Lake Capital Markets. Please go ahead.

Mark Argento - Lake Street Capital Markets

Analyst · Mark Argento with Lake Capital Markets. Please go ahead

Good afternoon, guys. Question on the kind of the $4 million to $5 million on the low end and the $7 million to $9 million on the high end in terms of kind of patent related costs; conceptually, do you have legal in there as well as any costs that you guys are incurring to dig through the patents and put your claims charts together and the experts and engineering and all that?

Eric Vetter

President

Yes, Mark, we have enforcement cost in there. We also have prosecution and maintenance expenses, and then finally we also have just what we call the licensing expense which is if things like going to analyzing that putting together claim charts and other related licensing activity.

Mark Argento - Lake Street Capital Markets

Analyst · Mark Argento with Lake Capital Markets. Please go ahead

And, so as a percentage of that expense in terms of legal expense half of that kind of variable legal expense that’s in that number or you could tell me think about what constitutes that number?

Eric Vetter

President

Well, our maintenance alone on the portfolio given the size and breadth of it, both number of patents as well as geographic coverage, that alone that will run into a $1 million a quarter, that’s just the supporting of it. And then there is also prosecution expense associated with that which is smaller and then above that we have the licensing. And so the litigation is the biggest item and it’s by far the most variable.

Mark Argento - Lake Street Capital Markets

Analyst · Mark Argento with Lake Capital Markets. Please go ahead

And so I know you haven’t been there that long but you just touched on an earlier answer but looking at hybrid deals with the different law firms, clearly that gives us a lot of different options and directions you can there, I am assuming you guys are actively exploring all that right now?

Eric Vetter

President

Yes you have got to give a little color on that. it is in our best interest and the Company’s best interest to get deals with law firms that make sense given the nature of the portfolio we have four different markets. And the deals that we strike with law firms could be completely different based upon the market. So, that’s part of the IP Committees’ charter we brought on Bill Marino who had his own patent assertion entity and Greg Landis who was the former General Counsel of Intellectual Benchers. To help our licensing team think through those issues but to answer your question more directly we are going to design and we think we can get, we think there is enough competition out there in the market for good law firms to get designer deals depending upon what needs of each portfolio.

Mark Argento - Lake Street Capital Markets

Analyst · Mark Argento with Lake Capital Markets. Please go ahead

I assume that’s a high priority in terms of something trying to get done this year?

Eric Vetter

President

Yes I mean the legal expense is high. We think it’s pretty high but what’s at stake is also pretty high. So, like I said earlier we are always looking for ways to and are evaluating all of our cost base, but this is an industry that requires enforcement litigation and that’s part of the costs, so.

Mark Argento - Lake Street Capital Markets

Analyst · Mark Argento with Lake Capital Markets. Please go ahead

Last question; in terms of are you going to be prepare, in your opening remarks you mentioned that the process of licensing is you termed as long and circular which I think is a great way to describe it; this whole concept of discussion and that type of the circular component of it. We don’t sit down and engage in a conversation, is there a timetable that you assign at, how do you think about kind of time to money when do you need to get their clock running on that's potentially throwing up your legal avenue in how you are dealing with these guys.

Eric Vetter

President

Yes so I actually had the same question when I started in the IP industry years ago. There is this intricate dance that goes on between infringers and companies with patents. And it’s a slay game and the companies frequently alter frequently will play every delay card that they possibly can and I mean that involves things like scheduling a meeting two months out in advance having you fly to a foreign country that have been cancelled on the night before those are the kinds of silly games that are played in this business with the people who owe us royalties. So, I have a very, very short level of patience for that, very short. I mean every time we started an initiative that we entered in good faith, we as a Company, our philosophy and required to by (inaudible) to enter into reasonable discussions with people but when they are not reasonable I have a short timeframe for what comes next. So, that is however not the norm in this industry, people will talk to each other for years before a license agreement would be reached. And I don’t really understand why it is that way it is what it is. But I don’t believe that we’ll operate that way.

Operator

Operator

And I would now like to turn the call back over to Mr. Eric Vetter for closing remarks. Please go ahead.

Eric Vetter

President

So, I guess I’ll speak for Phil and myself in thanking everybody for your time and support as always. I appreciate you joining our call today. And if there is no more other questions, we’ll talk to you again in the near future. Thank you.

Operator

Operator

Ladies and gentlemen this does concludes Unwired Planet’s 4Q and FY2013 earnings conference call. We’d like to thank you for your participation. You may now disconnect.