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Great Elm Group, Inc. (GEG)

Q2 2015 Earnings Call· Wed, Feb 4, 2015

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Transcript

Operator

Operator

Good day and welcome to the Unwired Planet, Second Quarter Earnings Call. Today’s conference is being recorded. At this time I would like to turn the conference over to Lauren Stevens, Investor Relations for Unwired Planet. Please go ahead ma'am.

Lauren Stevens

Investor Relations

Thank you. Good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s second quarter fiscal 2015. Joining me today are Philip Vachon, Chairman of the Board of Directors; Mark Thompson, Interim Chief Financial Officer; and Tim Robbins, General Manager of Intellectual Property for Unwired Planet. The second quarter fiscal 2015 financial results press release was issued at the close of market today and if you’ve not 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. Further, any remarks that may be made on this call or included in our earnings press release about future performance, plans, objectives and strategies of the company may constitute forward-looking statements, which are made pursuant to the Safe Harbor provision of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements do not constitute guarantees of future performance and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward-looking statements. We assume no obligation to update any forward-looking information discussed during this call and we encourage you to refer to the Safe Harbor language included in our earnings press release and our periodic reports filed with the SEC, which describe risk factors that may impact our future results. And with that, I’d like to now turn the call over to Phil. Please go ahead.

Philip Vachon

Chairman

Thanks Lauren. I’ll keep my remarks brief today as we’ve a lot to get through with Tim’s update. During the quarter we had a negative Markman in our Google case. First and foremost we believe the judge got the Google Markman wrong and limited our patents in a way that’s not justified; it’s unfortunate. We don’t like it and we really don’t like its effect on the share price. The situation is what appeals are made for and we will appeal. We are also ensuring that we’re seeking advice from multiple parties, so we are not single threaded in our analysis. The costs around the appeal are relatively minimal and they extend out into the future. Our cost in the Google case will end for now and as you will shortly hear, the rest of the cases we have filed are proceeding according to plan and I’ll leave that to Tim to go into in detail. We are continuing our efforts to hire a world class CEO and have it down to a few finalists. Many have asked, what’s taking so long. What’s taking so long is that the really good candidates that have been successful delivering revenue, those people have jobs and we are competing for that talent. Unwired Planet is a unique and exciting opportunity for the right candidate. We expect the situation to resolve soon. During the quarter we reviewed expenses again. How can we cut the burn is a constant topic for management, but in the final analysis the majority of our spend is in monetization. These expenses were budgeted and expected when we launched litigations. Some of the cases are running higher expenses, some lower. In the European FRAND case that you’ll hear about, the expenses are coming in earlier than we expected. We also voluntarily consented to a stay of the [Square] [ph] case pending the patent office procedure to simplify the issues and greatly reduce the spending in 2015. Litigation is an expensive and inefficient way to license, but until macro factors change, this is really the only path that’s available to us to collect on our royalty demands. Like many of you we monitor the market for strategic activity, like the recently announced Rockstar deal to see if there is some need that we could fulfill with our assets. Much of how these strategic options play out have to do with what technologies are in our portfolio, what encumbrances exist, the buyers need and of course the price. So far nothing has made sense, but the board is very supportive and open to a variety of ways to deliver value for shareholders. One of the bright spots of the quarter is the addition of Mark Thompson. Mark’s done a good job putting a fresh set of eyes on the numbers and we closed the quarter in record time. Now I’d like to turn it over to Mark for a discussion of the financials.

Mark Thompson

Chief Financial Officer

Thank you, Phil, and good afternoon everyone. Taking a look at the financial results for the second quarter of fiscal 2015. For the second quarter ending December 31, 2014 we’re reporting revenue of $1.3 million and a net loss of $11.0 million on a GAAP basis. Our detailed results are comprised as follows: Net revenue during the second quarter of 2015 consisted of the recognition of $1.6 million in license revenue from amounts previously recorded as deferred revenue under the Lenovo licensing agreement, reduced by $0.3 million in fees under the Ericsson MSA. During the second quarter of 2015 patent licensing expenses increased by $1.5 million to $9.1 million compared to $7.6 million in first quarter. This increase in patent licensing expenses is primarily due to an increase in legal fees and costs in Europe associated with FRAND and competition matters related to the U.K. and Germany patent enforcement litigations for our LTE patents during the quarter ended December 31, 2014. For the second quarter of 2015 general and administrative expenses totaled $2.1 million a decrease of $3 million from the previous quarter. The decrease in G&A expense is primarily attributable to non-recurring expenses incurred during the first quarter 2015, which included $2 million of expense related to the evaluation of strategic options, including the evaluation of our potential acquisition candidate, a $1 million bonus payable to the company’s Chairman pursuant to the terms of his bonus agreement in relation to the amendment of the Ericsson MSA and $0.4 million of expense related to a severance agreement entered into with the company’s previous President and Chief Financial and Administrative Officer. These expense reductions were partially offset by a non-recurring expense of $0.3 million incurred during the second quarter of 2015 for the service provided by an executive search firm for our CEO search. During the second quarter 2015 we’ve recognized other income of $23,000 compared to other income of $0.4 million for the corresponding period of the 2014 fiscal year. The decrease in other income is primarily associated with the fair value of liability classified consultant stock compensation. The value of this instrument fluctuates with our stock price and the remaining time to expiration is revalued quarterly. This instrument will expire soon in February of 2015. From a balance sheet perspective we ended the second quarter of fiscal 2015 with $105.7 million in combined cash and investments and $14.8 million in current liabilities, $5 million of which is deferred revenue. The reduction in cash from June 30, 2014 was $40.3 million, of which $20 million was the contractual payment of the Ericsson revenue share amount related to the Lenovo transaction and $20.3 million of which was due to operations. And with that, I’d like to now turn it over to Mr. Timothy Robbins, our General Manager of Intellectual Property.

Timothy Robbins

Management

Thank you, Mark. I wanted to say at the outset that I realize there will be a number of questions about the state of our pending litigation. I also understand there is a level of frustration about the litigation results to-date and the length of time it takes to get to resolution. I will address all of this, but I first wanted to lay out the framework for how we think about the business. We are first and foremost a licensing business, not a litigation business. Most of the activity in pursuit of licensing is private and confidential and not visible to the market. Many patents are discussed without being litigated; many proposals are exchanged that are not merely litigation settlement discussions. Fundamentally licensing is a very slow business. As an example, the Lenovo transaction took seven months to complete and that is lightening speed in this business. We have two notable licenses so far, Lenovo and Microsoft. The market has become difficult to the point that Microsoft won’t even pay us what we believe they owe under a signed agreement. This is the basis for our contract lawsuit in Delaware. There are and always have been licensing discussions under way basically with every sizeable player in the mobile space with a few exceptions. This includes parties with whom we are litigating and parties with whom we are not litigating. Let me give you a simplified example of a hypothetical negotiation that takes place. We, Unwired Planet say, look at all this great technology that Openwave and Ericsson invented before your company was even in the mobile business. They say, well I need to understand three things, number one how many “good patents” do you have; number two, how many good patents exist in the world in total and number…

Philip Vachon

Chairman

Operator, we’ll turn it back over to you for questions.

Operator

Operator

Thank you. [Operator Instructions]. We will go first to Mike Latimore with Northland Securities. Please go ahead.

Jim Fitzgerald

Analyst

Hi there. This is Jim Fitzgerald standing in for Mike Latimore. So my first question here is, do you guys see any potential revenue events before the Apple trial or is that kind of the next visible event for us to look at?

Philip Vachon

Chairman

Yes, we don’t give guidance.

Jim Fitzgerald

Analyst

Okay. Are there any changes to the claims in the Apple case at this point?

Philip Vachon

Chairman

I’m sorry, can you be more specific changes to…?

Jim Fitzgerald

Analyst

Just the ongoing litigation. If there is any changes as far as any material impacts to the case?

Philip Vachon

Chairman

Sure, yes. Let me give you the state of affairs in the Apple case and anything I neglect, please check our blog as well. But the Apple case, the Markman ruling came out I believe in November of last year. We had to remind if you are following – we started with 10 patents. The District Court of California asked us to choose five to go forward with, to streamline the case, which we did. We took five patents into the Markman. Following the results we essentially agreed to drop a one of the five patents on the basis of the claim construction ruling and our proceeding with the other four. So I would say the Markman led together with a couple of other events to us dropping one patent, but proceeding with four. The current calendar right now is all about expert discovery, which means the parties have technical and economic experts, they have created reports that play a major role in the litigation and during this month depositions are taken of those experts about their reports. The next I guess major step is in the end of March, summary judgment motions and motions to strike experts are due and typically defendants file a very large pile of summary judgment motions and those will be public, those that are not redacted. So you will be if you wish entitled to look at those and then there will be a hearing on those motions at the end of April. A ruling would then be expected on those motions in May and we will begin trial – I believe we are scheduled to pick a jury on June 1 in the courthouse in San Francisco. Does that answer the question?

Jim Fitzgerald

Analyst

Yes, it did, thank you. And then do you guys have any other patents that you would see as maybe a foundation for another lawsuit with Google?

Philip Vachon

Chairman

I have to be careful in answering that, but I believe along the lines of my remarks where I suggested that there are many patents that are not in litigation that we considered valuable and that we discussed with parties. So I guess in a round about way you could assume the answer is yes.

Jim Fitzgerald

Analyst

Sure. Okay, great thank you.

Operator

Operator

[Operator Instructions] And with no questions remaining, I’d like to turn the call back over to Mr. Vachon for any additional or closing remarks.

Philip Vachon

Chairman

Thank you all for coming. We are working very hard to create shareholder value. There is a lot going on in the company that you don’t see and we will see you on the next call. Thank you very much.