Great Elm Group, Inc. (GEG) Q3 2013 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen. Thank you for standing by. Welcome to Unwired Planet’s Third Quarter 2013 Conference Call. [Operator Instructions] This conference is being recorded today, May 9, 2013. I would now like to turn the conference over to Ms. Lauren Stevens, Investor Relations to Unwired Planet. Please go ahead.

Thank you. Good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s Third Quarter of Fiscal Year 2013. Joining me today from Reno are Mike Mulica, Chief Executive Officer; and Eric Vetter, Chief Financial Officer. Before we discuss the results of the quarter, I want to remind everybody that we are operating under the rules of Regulation FD. The third quarter financial results press release was distributed at the close of market today, which includes a non-GAAP to GAAP reconciliation. And if you have not seen a copy, you can find it on our website at www.unwiredplanet.com. For your convenience, this call is being recorded and will be available for playback from our website for 3 months. Further, any remarks that may be made on this call or in our earnings release about future expectations, plans or prospects for the company that constitute forward-looking statements for purpose of the Safe Harbor provisions 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 2012 year-end results on 10-Q 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 the financial results, unless otherwise indicated, earnings-related items are reported on a non-GAAP basis, which 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 corresponding GAAP measures. With that, I would like to turn the call over to Mike.

Thanks, Lauren, and good afternoon, everyone. Thanks for joining us on the call today. Here at Unwired Planet, we’ve had a very active quarter, and we’re now completely focused on our licensing business. With the completion of the Ericsson transaction, Unwired Planet’s patent portfolio now includes over 2,400 patent assets focused exclusively on mobile technologies. We are now executing a global strategy as a long-term industry platform for the realization of intellectual property values across 2G, 3G and 4G technologies, as well as cloud-based mobile applications and services. As we’ve discussed in the past, at Unwired Planet, our licensing program is focused in 3 distinct mobile markets, namely, the fields of telecommunications infrastructure, mobile handsets as well as over-the-top services. It’s been nearly a year since we’ve changed the course of the company towards building a business founded on intellectual property resulting from our heritage of early and insightful inventions. Since that time, we’ve been committed to evaluating all logical alternatives to ensure we chose a course that would optimize and build the best path towards the greatest shareholder value. We believe the Ericsson transaction and the large opportunity for our IP portfolio is exactly the recipe we had hoped to deliver and validates our original strategic directions. To mark the arrival of the company’s strategic destinations and to introduce the new Unwired Planet to investors and analysts, we held a Financial Analysts Day in New York in March. We’re grateful to those who attended in person or listened to the webcast. We detailed the discussion of our new patent portfolio and our outlook for the combined licensing business. Now that the die is cast for our strategy, it is the logical inflection point to reassess company leadership roles. As previously announced, on February 19, I am transitioning from the CEO role effective May 31 and will continue to serve on the Board of Directors and will also Chair the Unwired Planet’s Mobile Technology Science Committee. Later this month, we’ll announce some of our plans for the team’s structure going forward. Our board and management team are a strong, nimble and talented team who will work together as we evolve and accelerate our licensing strategy. We are confident with the path we are on and look forward to sharing the details regarding our new structure later on this month. Led by our licensing teams, we are pursuing a broad range of licensing opportunities. We are accelerating the go-to-market plan we have been developing these past months. As of the closing of the Ericsson deal, we have begun to actively engage priority licensing targets. We are currently in active licensing negotiations with 9 counterparties at this point and are making good progress on these fronts and are confident in our course of action. While I have the opportunity, I’d like to provide an update on the cases we have underway. As previously stated, we announced 2 patent infringement complaints in Nevada, initiated in September against Apple and Google. In these 2 separate complaints filed in Reno, Nevada, Unwired Planet has charged Apple with infringing 10 of its patents, and charged Google with infringing 10 different patents. Together, these 2 cases charge infringements for a total of 20 patents related to smart mobile devices, Cloud computing, digital content stores, push notification technologies, location-based services, such as mapping and advertising. In addition, we have an enforcement action in Delaware against Apple and RIM that involves 3 distinct Unwired Planet patents. Both cases are making very good progress as they move into the discovery phase. It is important to highlight that license discussions have several phases which take a long time, and are not subject to finite deadlines. We cannot, therefore, predict which of these discussions will come to fruition nor win. We do remain positive and believe our chances of prevailing are strong as we continue to be proactive in our discussions. We look forward to providing you with additional updates as the cases progress. I’d like to conclude by stating we feel strongly about the success of the transformation and are confident in our ability to execute our strategy with integrity. We have created a small low-cost operating model which combined with our world class mobile IP assets makes us a very strong and valuable company. In closing, I’d like to thank all of you who have been with us throughout all of these changes and let you know that we are devoted to protecting and maximizing the value of our patents for both our business and our investors. We are confident in our overarching goal to build a conscientious and sustainable long-term IP licensing program. At this point, I’d like to hand over the call to Eric so he can talk about the numbers.

Thanks, Mike, and good afternoon, everyone. As Mike mentioned, with the closure of the Ericsson transaction in mid-February, we have completed the transformation of Unwired Planet and are now focused exclusively on executing our licensing strategy. Getting to this point has taken a lot of effort and at times been a significant distraction from our core licensing mission. We are pleased to have behind us the transformation of Unwired Planet as well as the completion of the Ericsson transaction, and are excited about our prospects going forward. For the quarter just ended, we are reporting a net loss of $12.2 million on a GAAP basis and a loss of $5.8 million on a non-GAAP basis. Please see the press release financial tables for a reconciliation of GAAP net loss to non-GAAP net loss. The non-GAAP results are comprised as follows: We had revenues in the third quarter of $30,000. Licensing expenses were $2.0 million and include the cost of employees related -- that are directly involved in support of our patent portfolio, patent maintenance costs and costs associated with our external legal and support partners. Much of our licensing team’s efforts during the quarter were devoted to completing and absorbing the Ericsson transaction. During the quarter, we also spent $2 million on legal and professional services specific to completing the transaction. In addition, $6.2 million was spent on legacy items, the majority being rent on the Redwood facilities. Uses of cash for legacy items and the Ericsson transaction will be completed during Q4, and we expect each of these to be half of what they were in Q3. Legacy costs for the first 9 months of fiscal 2013 have been our biggest draw on cash. We are pleased with the progress we have made and the fact that we see the end in sight. The largest contributor within this category has been rent, primarily the 2 facilities in Redwood City. The larger of these 2 leases expired in April and the second will be done in June. For all of fiscal 2014, we anticipate legacy costs to be less than $1 million, and this will be entirely related to rent payments on 2 remaining properties in Colorado and Massachusetts. These leases expire at the end of calendar years 2013 and 2014, respectively. Now let me talk a bit about our expense structure on a go-forward basis. As outlined in our Investor Presentation that can be found on our website, we expect G&A expenses to average about $2 million to $2.2 million per quarter. Licensing expenses will run between $4 million to $5 million on the low end and up to $7 million to $9 million on the high side. In the near-term, we expect to trend near the low end of this range. Obviously, licensing costs, such as litigation, patent prosecution and support services comprise our largest variable use of cash. We feel we have assembled one of the best IP teams possible, comprised of both internal and external experts. With them, we continue to work closely to manage our use of cash while effectively pursuing our strategic objectives. Our full-time headcount at the end of Q3 for long-term employees of the new Unwired Planet was 16. The number of additional headcount employed that provided transition support has continued to shrink and will be at 0 by the end of June. Once we are fully staffed to service our expanded portfolio, we expect our targeted headcount for the ongoing business to be approximately 22 to 23 employees. We will continue to be measured in fulfilling any positions. Finally, from a balance-sheet perspective, we ended the quarter with $48.5 million in combined cash and investments, $12.2 million in current liabilities and we have no debt. Considering our lean operating structure, the elimination of legacy and strategic transition costs by the end of June and the fact our licensing team is now freed up to focus on commercializing our substantial IP portfolio, we are confident in our ability to maintain sufficient liquidity to allow Unwired Planet to optimize our long-term strategic value. Operator, Camille, at this point, we would like to open the call up for questions.

[Operator Instructions] Our first question is from the line of Charlie Anderson with Dougherty and Company.

I wondered if you guys could talk a little bit about -- I appreciate, Mike, the detail on the 9 counterparties you’re in discussions with. Is there any breakdown now in terms of the Unwired Planet portfolio and then the Ericsson portfolio, or are they sort of bundled together as you’re talking to parties? Are they Cloud or are they mobile infrastructure? Any additional color there would be helpful.

I think what Eric and I wanted to do was give you something quantitative to give you some insight to how the go-to-market plan was rolling out. And so we’re pretty enthusiastic about what we have underway these past months. And so what I will say is that the discussions fall into the market categories that we talked about at the analyst meeting and so they’re –- they -- baseband, handsets, infrastructure and over-the-top services.

Got it. And then, if I think about Ericsson, at times, they will litigate, and they have a high-profile litigation with Samsung at the moment. I just wonder -- because you guys now have that portfolio in hand, as you’re thinking about the strategy, I’m kind of wondering as you step back, at what point is litigation potentially going to be a part of that strategy? It has been on the Unwired Planet portfolio side and I wonder on the Ericsson portfolio side?

Yes, I think by and large, our business is a licensing business, and we think that the approach that we’re taking will keep us in the mode of being a licensing business. Clearly, you have to do certain things when you don’t get the reaction that you expect, but we think over the long term, given the assets that we have and the approach that we’re taking, we’ll be in a good position to sort of be focused on the licensing business. It’s not our intention to be a company that is doing a high degree of litigation. But, of course, as we’ve demonstrated, we will when we have to.

And then last question for me in terms of the regulatory fronts. In the quarter, we’ve seen in some proposed legislation, whether it be SHIELD Act or the one recent last week or so from Senator Schumer regarding accessing the Patent Office’s resources to go back and look at patents. I wonder if you guys have any view of the regulatory environment changing anytime soon for a company in your situation.

I think that we feel like we’re in a bit of a unique situation relative to the legacy of the intellectual property and the fact that Unwired Planet and its original investors and inventors invested $4 billion or $5 billion of R&D into the creation of these patents. And that continuum continues to today. Ericsson is the funder of their patents and so, we’re a bit of a unique company given how much money our investors have devoted to create this IP. And when I say our investors, I mean Ericsson and Unwired Planet’s investors. So, I think over time, our brand is going to prove to be a little bit different, given how closely we are tied to the IP that we own.

[Operator Instructions] Our next question is from the line of Mike Latimore with Northland Capital.

Mike, you hinted at talking about a new structure later this month. Could you put a little bit more detail behind that at this point?

Well, Mike, this is Eric. I mean, I could tell you that we have a plan that we’ve developed with the board that we like a lot, but we expect to communicate that later in the month when we have all the pieces better lined up. So not much more we can say about it at this point.

Okay, got it. And then, I know some of the Ericsson patents have encumbrances. Are any encumbrances getting removed over the next few quarters that are important?

Well, I don’t know if we can comment on anything in near term. As we’ve said in the past, we expect most of the major encumbrances to be gone within the next 3 years. And I think I can also tell you that there is -- it’s not holding up any of our licensing activities at this stage.

Okay. And I think you mentioned 16 employees. When do you think you’ll get to 22 to 23, and what would be the key adds in that group?

Anything above where we’re at now, Mike, is going to really be focused on, in the licensing team, and that is, we’re going to be very selective in looking at the right skill set for that group. So I don’t want to -- we’re not going to rush into anything. When we find the right candidates for the roles that we think we need, at that stage, we’ll move. But we’re not -- in the meantime, we’ve got great external resources that are helping augment where those people would pick up at otherwise.

Got it. And just last one, I know you are trying to license a portfolio here. Are there any patents in any categories that seem most promising whether it’s in the device, infrastructure, applications categories?

I think we really like the whole -- the way our whole portfolio fits together and how it really helps us address the major markets that Mike outlined in infrastructure, handsets and over-the-top services. And so we like the portfolio, we think, depending on each potential licensee, some play in all 3 of those categories. Others may be in 1 or 2. And so, we have the portfolio to be able to address that.

There are no further questions at this time. I’d now like to turn the call back over to management for closing remarks.

Listen, we really appreciate everybody’s time and support, and we definitely appreciate Mike’s guidance throughout this whole thing, and we would look forward to communicating our management structure soon, as we go forward, and thank you for your time today.

Ladies and gentlemen, this concludes Unwired Planet’s Third Quarter 2013 Conference Call. If you’d like to listen to a replay of today’s conference, please dial 1 (800) 406-7325 or (303) 590-3030, with the access code of 4619468. We’d like to thank you for your participation. You may now disconnect.