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Great Elm Group, Inc. 7.25% Notes due 2027 (GEGGL)

Q4 2015 Earnings Call· Tue, Aug 25, 2015

$24.45

-0.11%

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Transcript

Operator

Operator

Good day, everyone and welcome to the Unwired Planet’s Fourth Quarter and Fiscal Year 2015 Earnings Conference Call. Today’s conference is being recorded. And at this time, for opening remarks and introductions, I would like to turn the conference over to Ms. Lauren Stevens. 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 fourth quarter and fiscal year 2015. Joining me today are Boris Teksler, Chief Executive Officer and Kip Witter, Interim Chief Financial Officer for Unwired Planet. The fourth quarter and fiscal year 2015 financial results press release was issued at the close of market today. 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. Further any remarks that maybe made on this call are included in our earnings press release about future performance, plans, objectives and strategies of the company 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. I would like to note that we have also posted an investor presentation to the company’s website, which we will refer to during the following prepared remarks. Please find the presentation available on the Investor Relations portion of our website at www.unwiredplanet.com/investors. With that, I would like to turn the call over to Boris. Go ahead.

Boris Teksler

Chief Executive Officer

Thank you, Lauren and thank you all for joining us today. Since I joined Unwired Planet at the beginning of June, we have diligently reviewed the operations of the company and begun our efforts to improve operational efficiency and drive focus within our licensing initiatives. I will begin today by discussing some of the key items we have concentrated on and provide an overview on the current status of our pending litigation. I would then like to discuss our strategic plans involved for the business. For starters, we are currently working to build out our leadership team, creating new strengths operationally and strategically. The team will focus on SEP licensing, expense management, driving favorable litigation outcomes and in some cases crafting an alternative dispute resolution mechanism such as mediation and arbitration, while thinking critically on portfolio management, building radiofrequency, or RF technology acumen and having responsibility for the strategy and vision of the company’s licensing initiatives. A key step we took to build out the team was hiring Noah Mesel as the company’s General Counsel and Corporate Secretary. Noah has over 25 years experience working with public companies and possesses a unique combination of skills in M&A litigation and deal-making. Most recently, Noah successfully led patent infringement litigation in the UK. Noah joined this nearly a month ago and has already made significant contributions in our FRAND cases and will assume direct responsibility for our customer negotiations to conclude license agreements. Likewise, we are making progress towards hiring a Chief Financial Officer. In addition to the initial steps we have taken to build out the management team, we have retained a dedicated outside expert with an extensive RF and LTE patent technology background and with SEP patent litigation experience, both domestically and abroad in Europe. We are selectively building a…

Kip Witter

Chief Financial Officer

Thanks Boris. Good afternoon everyone. For the fourth quarter of fiscal 2015, we are reporting a net loss of $9.0 million or $0.08 a share on net revenue of $0.8 million. Results are comprised as follows. The net revenue comes from the current recognition of a portion of the revenue deferred from the Lenovo transaction, a fourth quarter 2014 event minus the payment due Ericsson under the company’s fee share arrangement. The liability approved from a small transaction in the fourth quarter, the revenue of which has been deferred. Patent initiative expenses totaled $6.4 million and include legal and consulting costs related to supporting, defending and asserting our patents as well as costs of employees directly involved in support of our licensing efforts. This cost is about $1.4 million below the corresponding expense in the third fiscal quarter. This past quarter, patent initiative costs include $0.3 million of stock-based composition expense. General and administrative expenses for the quarter totaled $1.7 million, a reduction of $0.4 million from the third quarter number. Included in G&A this past quarter was $0.2 million of stock-based compensation. For fiscal year 2015, we are reporting net revenue of $4.5 million and a net loss of $41.8 million or $0.37 per share. Patent licensing expenses for fiscal 2015 totaled $31.1 million, an increase of $8.1 million from the prior year. This increase was primarily driven by increased litigation expense in Germany and the UK. We expect to enter the year with a run rate for patent licensing expenses to be approximately $6.5 million per quarter for the first half and decreasing in subsequent quarters based on our current litigation and patent initiatives. General and administrative costs for the year totaled $11.0 million. We continue to expect G&A expenses to continue at an average over – excuse me, overall average run rate of around $2 million per quarter, excluding any impact of major transactions. From a balance sheet perspective, we ended fiscal 2015 with $85.5 million in combined cash and investments and $10.7 million in current liabilities. The Board has approved a 1 for 20 reverse stock split, which will be put to the stockholders for a vote at the annual meeting set for Friday, December 4. This action if approved will reduce the number of shares by approximately $106 million with a corresponding increase in the company’s stock price and still allow the company to maintain its listing on the NASDAQ. The business environment continues to be challenging, but we are committed to realizing the significant value of our portfolio and confident we are well positioned to do so. It is now time to turn the call back to the operator for questions.

Operator

Operator

Thank you. [Operator Instructions] And your first question will come from Mike Latimore with Northland Capital Markets.

Mike Latimore

Analyst · Northland Capital Markets

Hi. Thanks a lot. It looks like you are putting together a good plan here, I guess in terms of the UK case you mentioned, you talked about the strikeout hearing, wasn’t there also like an open licensing offer due on June 30 and then I guess that’s first question, what came of that. And then second, what’s the status of this kind of series of cases that are supposed to occur at this point?

Boris Teksler

Chief Executive Officer

Sure. Hi Mike. Yes. There is an open – there is a licensing FRAND offer that we have put in place with our pleadings. We have done that, now the parties have time to be able to comment on each other’s licensing offers and that’s just the ordinary course of litigating this case.

Mike Latimore

Analyst · Northland Capital Markets

And then in terms of series of cases in the UK that are supposed to happen over the next few months there?

Boris Teksler

Chief Executive Officer

Yes. That’s correct.

Mike Latimore

Analyst · Northland Capital Markets

Those are they still on track?

Boris Teksler

Chief Executive Officer

Those are still on track, correct.

Mike Latimore

Analyst · Northland Capital Markets

Okay, got it. And then you mentioned taking – adding some more internal legal help I mean how many, I guess lawyers would you seek to add as you reduce the external counsel?

Boris Teksler

Chief Executive Officer

Sorry, can you repeat that one more time?

Mike Latimore

Analyst · Northland Capital Markets

Sure. You mentioned that you would be adding some more attorneys I think internal resources than using less externals, I guess how many lawyers would you need to add?

Boris Teksler

Chief Executive Officer

Sure. We are probably thinking in the range of three to five.

Mike Latimore

Analyst · Northland Capital Markets

And then you sort of called out the desire to add some more RF acumen, can you just give a little bit more detail behind that?

Boris Teksler

Chief Executive Officer

Sure. It’s being able to have radiofrequency expertise inside the company and available to us is something that’s very important as we are working with the standard essential patents and that’s something that the company historically hasn’t had in-house. And we now have a dedicated person as a consultant to help us in this regard, who is a very experienced patent litigator.

Mike Latimore

Analyst · Northland Capital Markets

Okay. And then just what’s the next step in the Germany case against Huawei, I know it’s been stayed for a while but I guess when do you see the next sort of the event occurring in that case?

Boris Teksler

Chief Executive Officer

Sure. The trial right now is set for November and that will be when the parties brief on the two pending matters that I discussed as well as with the other parties such as Samsung and LG.

Mike Latimore

Analyst · Northland Capital Markets

And will that be specifically on validity or infringements as well?

Boris Teksler

Chief Executive Officer

It’s on infringement, this is the infringement hearing.

Mike Latimore

Analyst · Northland Capital Markets

Okay, got it. Alright. Thanks.

Boris Teksler

Chief Executive Officer

Sure.

Operator

Operator

From Lake Street Capital Markets, we will hear from Mark Argento.

Mark Argento

Analyst

Yes. Good afternoon, Boris.

Boris Teksler

Chief Executive Officer

Hi, good afternoon, Mark.

Mark Argento

Analyst

Just a couple of questions. So, you mentioned the Germany case in particular, just so I better understand, so you guys are found to have – or that Huawei [ph] was found to have infringed on two patents and not on the third patent, is that accurate?

Boris Teksler

Chief Executive Officer

Yes, that’s correct.

Mark Argento

Analyst

Okay. And then the case you just mentioned or the trial in Germany that’s an additional trial to the Huawei trial – it’s a separate trial, right?

Boris Teksler

Chief Executive Officer

Yes, that’s correct.

Mark Argento

Analyst

Okay. And so going back to the Huawei trial, so obviously there are some procedural things that have to kind of work themselves through, what I understood Germany, there is two – typically, there is two trials, right? And so what’s the process for us to enter into the second phase? Are we waiting for the courts to come back on from the procedural issues?

Boris Teksler

Chief Executive Officer

Yes. We will go through these procedural – the case was stayed pending those two issues. We will brief the court and panel based on those two issues. They will then or they will at that point issue their first instance decision and then at that point other appeals and other things can get scheduled.

Mark Argento

Analyst

Got it. And the timing on that you said is, are there any specific timing that we should look for there?

Boris Teksler

Chief Executive Officer

So, I would look at late calendar year.

Mark Argento

Analyst

Okay. And then the last question in terms of Germany, I know you had mentioned that the ruling was stayed pending some of these procedural things that you also mentioned that you had been seeking injunction. Obviously, I think in Germany, the injunction is a pretty powerful thing. Are you – is that, I assume its part of your strategy is a good pace that you are letting this play out through the court system versus seeking the injunction as part of that maybe you can shed a little bit of light on your thinking around that?

Boris Teksler

Chief Executive Officer

Sure. At present, we are not seeking an injunction. And that’s what the Huawei versus ZTE case was primarily about. It went to the European Court of Justice, which is the High Court in the EU that deals with competition issues. And it discussed when injunctions are appropriate. And based on that guidance, we don’t feel and we have not to-date pursued an injunction and we don’t feel we are going to pursue one in the near future.

Mark Argento

Analyst

Got it. Okay, that’s helpful. Then bouncing around here a little bit, Kip, you had mentioned that in your prepared remarks about the burn rate and I think you said something about the first half versus the second half in terms of the seasonality or the way that the burn with expense, when you look to see costs come out. Can you just repeat that quickly?

Kip Witter

Chief Financial Officer

Yes. I think the remarks were that on patent licensing expenses, we are expecting to go through about $6.5 million for the first and second fiscal quarters and a lower number in the third and fourth fiscal quarters.

Mark Argento

Analyst

Good. That’s helpful. Thank you. And then, turning to the obviously, MAST Capital sits on the Board now. They have been filing and increasing their position. I haven’t had a chance to go back and look in terms of what type of – do you have a poison pill or any other type of shareholder or any other type of shareholder protection? But are they able to acquire, I guess, how much stock could they partially acquire here and what is that relationship at this point? Obviously, they are a large shareholder, large debt holder and they also sit on the board, so just better try and understand how much stock can they own? I know you probably can’t speak for them, but it’s just an – not an odd situation, but an interesting situation that I’d like to better understand?

Kip Witter

Chief Financial Officer

Sure. The board is keeping track of the share ownership very closely. And none of the activity that has happened recently triggered the shareholder rights agreement. And the board has conducted analysis on additional capacity and we still have plenty of headroom in that regard.

Mark Argento

Analyst

And are they limited as to how much stock they can own like I know a lot of companies if they trigger or if they go over 20%, then something gets triggered. Are there any specific triggers that you got to look out for or is it just case by case?

Kip Witter

Chief Financial Officer

Yes. They have to seek permission from the board to acquire additional shares. And at this point, I believe they are pretty close to where they have permission.

Mark Argento

Analyst

Got it. Okay. And then lastly in terms of the M&A strategy is that more focused around the comments around having in-house expertise on the wireless side. I mean, how do you see M&A strategy playing out? Is it operating company M&A strategy? Is it IPS and M&A? Could you give some high level thoughts there?

Kip Witter

Chief Financial Officer

Sure. We have just formed the M&A committee and we are working to develop the acquisition strategy at this time. So, it’s not – those weren’t reflected to that part of the discussion. The RF acumen was strictly for the IP business.

Mark Argento

Analyst

Got it. Alright, appreciate it. Thanks for the answers.

Kip Witter

Chief Financial Officer

Sure.

Operator

Operator

[Operator Instructions] From 13-5 Holdings [ph], we will hear from Thomas Donatelli.

Unidentified Analyst

Analyst

Thank you. Boris, I realized that you have only been there for about three months, but I think everybody sees the burn rate that’s taking place and I think everyone also appreciates that. It’s not the easiest job that you are kind of confronting right now given the burn rate and I appreciate your sensitivity to wanting to reduce that pretty dramatically and hearing that’s a bit comforting. Having said that, I do acknowledge that you were from significantly larger companies with significantly larger capital resources and do not – don’t take this question the wrong way, but I am genuinely curious about this, has the Board taken a review of the IP business to determine whether or not that IP business which you are running is salable in order to raise cash for the company? Thanks.

Boris Teksler

Chief Executive Officer

Thomas, your question is have we looked at and evaluated whether we sell the IP business?

Unidentified Analyst

Analyst

Yes.

Boris Teksler

Chief Executive Officer

Okay. No, we haven’t.

Unidentified Analyst

Analyst

Why? Why wouldn’t that be an appropriate thing for the board to at least consider even if it’s just for an intellectual exercise, but to kind of weigh all strategic options for the company and the shareholders?

Boris Teksler

Chief Executive Officer

Sure. So, I think fundamentally, we think that this – the IP business has value and that value is compressed at the moment.

Unidentified Analyst

Analyst

Okay.

Boris Teksler

Chief Executive Officer

So, timing wise, this would be an inopportune time to even look at that.

Unidentified Analyst

Analyst

Is this something that, I mean, I guess you can’t speak for the board, but I will just ask one last question? Is this an option that is within the realm of possibility, should you not prevail, I mean, I can’t really tell as a shareholder, what constitutes acceptable conversion on your litigation strategy to the shareholders, but is this at least in theory an option that everyone at the company is potentially open to should litigation not yield over the next say two quarters results or if the trajectory is just not going in the direction that you had hoped?

Boris Teksler

Chief Executive Officer

So, I guess, I would say it this way, which is we are always looking to enhance shareholder value, right. And from that regard, anything is possible, but I would like to see value in it.

Unidentified Analyst

Analyst

Okay, thank you.

Boris Teksler

Chief Executive Officer

Sure. Thanks.

Operator

Operator

[Operator Instructions] And we will take a question from Chris Brown with Aristides Capital.

Chris Brown

Analyst · Aristides Capital

Yes, good evening. I was wondering if you could comment as to the extent of damages that you guys are seeking against Huawei in the German case?

Boris Teksler

Chief Executive Officer

That’s one of the ones that we just cannot comment at this time.

Chris Brown

Analyst · Aristides Capital

Okay, thank you then.

Boris Teksler

Chief Executive Officer

Sure.

Operator

Operator

And from WestCap Management, we will hear from Dan Weston.

Dan Weston

Analyst

Yes, hi, thanks. Most of the questions have been answered at this point. I had a couple of quick follow-ups. Kip, can you discuss a little bit more detail in relation to the, I guess, it was the revenue payment you made to Ericsson during Q4, which lowered your normalized recognition of the patent income, could you go through that again, I just want to get a little clarity on that?

Kip Witter

Chief Financial Officer

Yes. There was a single transaction that closed in our fiscal fourth quarter and we were paid cash. And the way the accounting worked out is the revenue got deferred and the fee share piece of that that we owe Ericsson got booked, so you could see the fee share on the balance sheet.

Dan Weston

Analyst

Okay. I will take a closer look at that. So this is – by the way can you go into any details relating to what transaction actually closed during the Q4?

Kip Witter

Chief Financial Officer

No. The counterparty, we have some non-disclosures in the agreement. So I would defer to anything we may have filed publicly as far as we can go.

Dan Weston

Analyst

Okay. Would you expect the company to be able to book additional revenues specific from that transaction in future quarters?

Kip Witter

Chief Financial Officer

At some point the deferral rested on the uncertainty of when we would actually earn this revenue. So when the uncertainty goes away, we would book it in its entirety.

Dan Weston

Analyst

And are you able to disclose how much the initial portion of that transaction was?

Kip Witter

Chief Financial Officer

No.

Dan Weston

Analyst

Okay. And then Boris, welcome aboard by the way. And I just wanted to get a little color on one of your comments you made in the press release while you say – while there is still a lot of work to do to generate the license revenues we want to see, we are beginning to see indications that our strategy is starting to gain traction as a result of the actions we took in 2015, I was wondering if you could help give a little color inside on what exactly you mean there and what specifically you are starting to see gain traction?

Boris Teksler

Chief Executive Officer

Sure. So the net effect of that is the same that I just discussed in the prepared comments, which was largely that we are focused on the standard essential patents and that we are making excellent progress in that regard and quite frankly where the company has been historically.

Dan Weston

Analyst

Got it. Okay. Well, that’s it for right now, hopefully we can hook up in the next day or two. But thanks for your time.

Boris Teksler

Chief Executive Officer

Absolutely.

Operator

Operator

From RGJ Capital, we will hear from Kevin Rendino.

Kevin Rendino

Analyst

Hi, guys. Good afternoon. Boris, a couple of things. First, thanks for doing the M&A look at the NOL and also SEP. Two questions, the Microsoft transaction, with Microsoft lawsuit we are already on that one and then you touched on arbitration and mediation as potentially a couple of different ways to get value of your portfolio, could you talk about that? Thanks.

Boris Teksler

Chief Executive Officer

Sure. First question is on Microsoft and we’ve gone through a mediation on that. We have not been able to conclude it through the mediation. So that’s progressing down to the judgment later in the year or maybe early beginning next year. And Kevin could you repeat your second question one more time? You are cutting…

Kevin Rendino

Analyst

You had touched on different paths that you can take to get at revenues maybe a little quicker as it relates to the IP portfolio, you mentioned mediation, you mentioned arbitration, could you expand on what that mean?

Boris Teksler

Chief Executive Officer

Sure. We are working to get value out of our portfolio. And one way to be able to accomplish that instead of just purely litigating all these cases, is to assuming the licensees are agreeable that we could go into arbitration and/or mediation. And those are both alternative dispute resolution mechanisms if you will that will help us come to terms on a licensing transaction. And so we are always open to doing those.

Kevin Rendino

Analyst

Thanks.

Operator

Operator

And we will take the follow-up questions from Aristides Capital, Chris Brown.

Chris Brown

Analyst · Aristides Capital

Yes. Hi, I had an accounting question actually, the deferred revenue that’s on the balance sheet, I am trying to get it figuring what the actual net cash position of the company is, does that deferred revenue represent or is there a corresponding cash flow line that you all have taken cash in settlements or other means and that deferred revenue is ultimately – a portion of that is going to represent cash that needs to flow out to Ericsson that has not or has the cash associated – the cash that would need to be out flowed to Ericsson from your past wins has that already flowed out?

Boris Teksler

Chief Executive Officer

Let me give you a two part answer. The deferred revenue on the balance sheet comes mostly from the Lenovo transaction done a little over a year ago for which the company received a cash settlement from Lenovo and paid all of what it owed Ericsson at the time. This small piece that referred to that just happened in this preceding fourth quarter is much smaller transaction. We had the cash in and the balance sheet shows that we owe $500,000 in our fee share arrangement.

Chris Brown

Analyst · Aristides Capital

Okay. So the larger piece of deferred revenue just relates to the Lenovo deal and that will be recognized over time and there is basically no more cash flowing into you, but no cash flowing out to Ericsson as that gets recognizes, is that correct?

Boris Teksler

Chief Executive Officer

On the Lenovo transaction, that’s quite correct.

Chris Brown

Analyst · Aristides Capital

Okay, great. Thank you very much.

Operator

Operator

And at this time, I would like to turn the conference back to Mr. Teksler for any additional or concluding remarks.

Boris Teksler

Chief Executive Officer

Thank you all for joining us. And thank you for your time today. We look forward to providing you with an update next quarter.