Great Elm Group, Inc. (GEG) Q1 2014 Earnings Call Transcript
Published at 2013-10-31 21:03:03
Lauren Stevens – Investor Relations Phil Vachon – Chairman Eric Vetter - President and CFO/CAO
Mark Argento - Lake Street Capital Markets Ryan MacDonald - Northland Securities
Ladies and gentlemen, thank you for standing by. Welcome to the Unwired Planet’s first quarter 2014 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, October 31, 2013. I would now like to turn the conference over to Lauren Stevens, Investor Relations for Unwired Planet. Please go ahead.
Thank you, good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s first quarter fiscal 2014. Joining me today are Phil Vachon, Chairman of the Board of Directors; and Eric Vetter, our President and Chief Administrative Officer. The first quarter fiscal 2014 financial results press release was issued 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. 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 may constitute forward-looking statements which remains pursuant for 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 at the forward-looking statement. We see 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 report filed with the SEC with regard to risk factors that may impact our future results. 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 as defined by Regulation D which includes 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.
Thanks, Lauren. Let me start with some color on the state of our industry and how we are adapting to the changes that we see in the overall impact of (inaudible) in the marketplace. In the past, with large (past) portfolio such as Unwired Planet, direct license is negotiated without litigation was more common (inaudible) returns and Unwired Planet’s execution plan has been proceeding on the assumption that direct licenses were the optimal path forward for the company and for potential licensees. In a direct licensing engagement, patent holders prove their rights to the inspector through a series of meetings, and after sufficient set of discussions, economic discussion would typically follow and licensee agreement reached. Both parties get better value and better efficiency by avoiding the higher cost administered incentives by litigation. This has been and will remain our preferedapproach. Overall perception that there’s a (toned)change in the direct discussions. The goal of these parties (it seems) no longer evaluate their expenses and pay a negotiated licensee, but instead the way to minimize little or no (intent) to resolve. We’re seeing this tone change within our own (gauge) and simply, we’re seeing –- see our observation of the industry with other patent licensing firms. At any (inaudible) course in (Washington, D.C.) and the media an unsettled case loss(inaudible). Our view is that the changes in the political environment caused by immense amounts of lobbying by offenders will trigger the law of uninhibited (inaudible), that is there’ll be more litigation as (rights) holders have no other resource to get paid for their work. Despite all the noise and rhetoric, Unwired Planet (inaudible) exclusive rights to our invention and to those acquired from Ericsson, and it has to be sharing responsibility to shareholders to see value from a massive R&D assessment that generated the intellectual property assets that we now own. Under the law of the United States, Europe, and other countries that has an active patent law; no company or person could legally use these inventions without paying for a licensed right from Unwired Planet. This is a thought that bears repeating and I want to say it again. Under the law, no company or person can legally use these invention without paying for a licensed right from Unwired Planet. While we do have a licensing office available to us, these proposals are far below the fair value to which we are entitled to our inventions. The company (inaudible) supply have a very high margined business. And they’re posting record profits. For example, what (inaudible) expect, (inaudible) the true, large of a cell phone (inaudible) and manufacturer actually pay the real bill of materials. Making investments (inaudible) stock to these companies if that were the case. In any event, what the great businesses did not pay for all the things that go into your product. It is then our prospective licensees interest delay or minimize paying as long as possible and to keep those profits coming. Is it our shareholders interest to accelerate a reasonable life by whatever means necessary. This (correction) creates our opportunity. Our licensing team has been and will continue to meet in attempt in (this phase) to reach direct licenses. We will honor our planned obligations. If, however, discussions were made fruitless or without reasonable conclusion; we take two choices, give up or sue. We’re not going to give up and we’re not going away. As a result of this change in market behavior, we are accelerating our decision to use litigation as a means of accomplishing licensing. It’s more expensive for both parties and higher risk. We will do everything we can be it efficient, cost effective, and risk considerate as we can manage. We are structuring agreements with the (world set) legal firms and to (tap) our fees, reduce cost, making our cost more predictable. And most importantly, allow us to add multiple new (lawsuits) for very little incremental cost. We executed one such agreement with McKool Smith in the last quarter that covered our existing litigation versus Google, Apple, and BlackBerry. And after the close of this quarter, we announced the lawsuit against Square with Morgan Lewis as our law firm. You can get a more detailed update on our cases and numbers of discussion and progress in the blog section of our website. During this quarter, we completed a rights offering. Now, we were pleased to see the support at 70% (subscription) from existing shareholders. The $12.5 million raise will be use to support the licensing efforts that I just discussed. I’d like to say thank you for those at (inaudible) for working very hard to reward your (inaudible). The offering provides the company with a long-term and flexible approach to funding for our ongoing intellectual (inaudible) of this program. Just the $50 million financing that we (inaudible) to the company financial position and allows us to (inaudible) both licensing efforts. Also, during the quarter, we changed audit firms in an effort to both gain a partner with a sense of experience in intellectual property company and to lower our audit fees. After a careful review of multiple proposals, the audit committee was recommended and the whole board approved the selection of Grant Thornton. Grant is a much more appropriate size firm for us and we really like that Grant Thornton audit several of the world’s largest public and private patent companies. Our company has gotten some more than 600 employees (to less) the (20th), the timeframe of less than a year, a tremendous amount of change. One consequence that has positive change resulted in a material weakness in our audit opinion related to our accounting (function). Eric will talk about the steps we are taking as a company to ensure that this is the last time we have these kinds of issues. He used to say the board and management are very close this time building a world class organization and we won’t stop until we get there. Finally, we are very (inaudible) contribution expenses. We have a major effort on the way to review every steps in the company to ensure that we are pointing the overall and majority of our capital at revenue generating activities both direct and in the course. At this point, I’ll turn the call over to Eric and let him go through the numbers for the quarter just ended.
Thanks Phil and good afternoon everyone. For the first quarter of fiscal 2014, we’re reporting a net loss of $7.2 million on a GAAP basis. The results are comprised of follows; we have no net revenue in the quarter just ended. Patent initiative expenses total $4.8 million and include legal and consulting cost related to supporting, defending and asserting our patents as well as cost of employees directly involved in support of our licensing efforts. Also included in these expenses is $0.3 million of stock-based compensation. General and administrative expenses totaled $1.8 million for the quarter. These expenses are comprised of external accounting, legal, and other public company costs as well as employee and executive-related expenses. Included in G&A this quarter is $0.2 million of stock-based compensation. During the quarter, we incurred $0.9 million of paid in kind interest expense related to the (inaudible) we issued at the end of June this year. This expense was partially offset by $0.4 million of interest in other income. Discontinued operations amounted to $0.1 million of expense during the quarter. Our cash position was improved in September when we closed the previously announced rights offering raising $12.5 million gross of additional capital. Cash used during the period just ended totaled $7.5 million leaving us with $81.4 million total cash and investments at quarter end. As we completed our transition during the last two quarters of 2013, we ramped up our focus on cost control. That focus was continued in 2014. During the quarter, we find the hybrids continue to the agreement with limits our legal fees and related to the three Google, Apple, and Apple (LIM cases) to $1.5 million per quarter (inaudible) quarters. After that period, these cases will effectively be on 100% contingency basis. Subsequent to the quarter end, in October, we announced new litigation against Square. To support this action, we signed a hybrid contingency deal with Morgan Lewis under which we will not make any payment until early fiscal 2015. We’ve also continued to actively manage our other expenses. As we look forward, we expect G&A expenses to run approximately $1.5 million to $1.7 million per quarter and licensing expenses to run $4 million to $6 million per quarter based on our current litigation outlook. Licensing includes litigation expenses, direct licensing efforts, and patent, prosecution, and maintenance expenses. As I’ve stated in the past, we are somewhat in a reactive role dependent on the action of (inaudible) licensing, as that licensing expenses are most subject to volatility. From the liquidity perspective, we ended Q1 2014 with $81.4 million in combined cash and investments; and $9.7 million in current liabilities. We are focused on containing our cost while aggressively defending the value of our strong patent portfolio continuing our main operating (specter), our focus on cost, and the strength of our balance sheet. We are confident in our ability to maintain sufficient liquidity to allow Unwired Planet to optimize our long-term strategic value. I do want to take this opportunity to comment on our internal financial control. During the year-end post (inaudible) this past August, we experienced a variety of issues that caused us to recognize the material weakness with our internal financial control. To be clear, all of our financials past and present are accurate and supported by our external auditor. We have completed a full evaluation of our reporting processes and our skills, and are taking steps to actively address areas of weakness. These steps include changes in internal procedure and skill sets as well as hiring an external firm to fit with our –- (covering) financial reporting and control. These actions are being implemented and monitored to ensure our control are adequate. Until we have completed several reporting (factors) with no issues, we will continue to aggressively monitor this item. We appreciate everyone’s support and your time today. And at this time operator, we would like to open the call up for questions.
Thank you, sir. We would now begin the question and answer session. (Operator Instructions). Our first question is from the line of Mark Argento with Lake Street Capital Markets. Please go ahead. Mark Argento - Lake Street Capital Markets: Good afternoon, guys. Eric, you just reviewed your -- you mentioned towards the end of your prepared remarks the expense guidance. Did that change some of what you look to (burn) on a quarterly basis?
Hey, Mark. It changed from what we have talked about before. What I'd talked about before I think was 2 million plus on the G&A and on the licensing side it was a much a wider range, right, which we've now been able to narrow down significantly through the agreement we've put into place. Mark Argento - Lake Street Capital Markets: This refreshed the number, so the new number that you guys (felt) was (inaudible) (hand) again.
Oh yeah, sorry. On the G&A, 1.5 to 1.7 per quarter and on licensing, 4 to 6 million per quarter, and that’s based on our current output. Mark Argento - Lake Street Capital Markets: All right. Going forward in terms of the as soon there are new legal expense taken into consideration the new (inaudible) ideal that you've done with the law firms? Is 6 million kind of the upper range what to spend in a quarter to accelerate half that if you're really aggressive on the legal side, which sounds like you're potentially going to start to do?
It takes into account where we're at right now. As I mentioned in my prepared remarks, we're in a reactive mode, independent a lot on, what potential licensees do to us or are willing to do with us, and so that can be a volatile one. But right now that’s the range we think is going to be relevant based on where we're at right now and the things we have in place. Mark Argento - Lake Street Capital Markets: So you believe shifting gears more towards beyond market (inaudible) and some of the other large licensing companies that (said) they have seen (four) more away to see approach by operating companies so that it might be put upon nature. Can you talk a little bit more in light of the number of (inaudible) in the previous courtesy talk a little bit about the number of ongoing conversations or you broadened out the number of people that you're talking to, as well as try to go a little deeper with guys? May be any kind of quality you could provide as to some of the ongoing dialogue you have and the scope of it?
Phil, do you want to address that or you want me to?
Yeah, sure I'll take it. I think if you look -- so we're trying to be a little more transparent and reliable with information; you start with that. You should expect to see updates to the blogs, so eight device (refer) to a website, but it's not actually the best place to get a detailed information about all the (patency), all the litigations we’re in and there's a discussion there of number of conversations and sort of their status, so that’s a great place to look. But generally speaking, conversations continue. There are some offers on the table, but the offers are global offers so we are passing. We'll continue to have those conversations for a short period of time. I think you’ve heard from prior remarks, we're ready to get more aggressive and hope that people will (inaudible) to see what we've got.
Just to add to that, Mark. We did post an update to the blog today, this afternoon. Mark Argento - Lake Street Capital Markets: All right, I'll take a look at that. Phil, you and the rest of the team in your (license and negotiation), you've really seen a market change and all the guys are pulling back and trying to pull the clock a little on some central legislation or do you think its got to (up and stance). I mean, what's going on out there?
If you look at the market or the path that we know, you know we're in the wire space and the cloud space we’d call that two of our four largest markets, those are dominated by a small number of players. But hence that market has essentially a couple of players (inaudible) and the cloud business is sort of the same. Those players do not want to, but they don’t (care to) want to anyway pay royalties for (inaudible). And so, I really don’t know whether it's the legislative atmosphere that we're facing or not, but we are doing the traditional things that are done in licensing, which is to present our taxable case, which is on our business case and ask for a reasonable royalty. People are offering to pay, but not enough, so we are left with having to pursue them through the court. I don’t know whether it's legislative but it seems to be everywhere and we are having to adjust our behavior for the company of course. Mark Argento - Lake Street Capital Markets: Thank you, I appreciate the answers.
Your next question is from the line of Mike Latimore with Northland Securities. Please go ahead. Ryan MacDonald - Northland Securities: Hi, guys. This is Ryan MacDonald for Mike Latimore. Just for thoughts, with the recent launch that you announced with Square, was this something that you were in active negotiations with them prior to moving to litigation? Was it a fact they chose not to talk to you and you never were able to do have discussions with them? Or was this something that negotiations fell through?
You should so, I think as we keep repeating this. We really prefer essential license, direct license in other markets. We really prefer that and I think investors and analysts should assume that before we would litigate against anybody, we will have been in discussions with the counterparty. So whether you would call it negotiations, we're not allowed to say under NDAs that we signed to the people that we negotiate. I can't tell you that we were negotiating with them or what happened or not happened in the negotiation. I think it's a very safe assumption that anybody that we (sue) --we've been talking to someone. Ryan MacDonald - Northland Securities: Okay, okay. Moving to this new structure of litigation fees with these law firms were to become a scenario where a (contingency C) would exist, can you disclose what percent would be going to the lawyers versus in the (contingency C) set up?
We disclosed (inaudible).
We disclosed the range and that’s all we're going to disclose at this stage.
Right. We view that as competitive summation and so we did not particularly care for the other side to hear what our deals are with our lawyers. This appears to becoming our business in the normal course. We probably won't be disclosing any of the future ranges we have, the percentage (inaudible) the future range. But you should assume that they're within our below market. If you're looking at the rest of the market, you should assume that they're within our global market range. Ryan MacDonald - Northland Securities: Okay, okay. Finally, do you see -- I mean, with companies that you might consider as may be a smaller opportunity or smaller licensing key structure, may be in terms of size of the company or size of the infringement, are you seeing any acceleration and negotiations with those companies as opposed to some of the bigger names that you might be going after?
I think that generally that relates to the change in tone of the markets, so you used to be able to I think have more reasonable discussions with smaller players or more sensitive to the cost and the risk of litigation, right, because not (inaudible) the legal cost, it’s cost for jury imposed royalty, and that zone has changed some and I think part of it is distributed by the law firm, part of it is distributed by the company, part of it is distributed by the -- looking at what's going in Washington. But I would not assume that smaller companies are more likely to settle early (inaudible). Ryan MacDonald - Northland Securities: All right, thank you very much, guys.
And at this time, there are no further questions in the queue. I'd like to turn the call back over to management for closing remarks.
This is Eric Vetter. We appreciate everybody's time and I would point you to the update on our blog as well. We look forward to speak with everybody as we go forward. Thank you.
Ladies and gentlemen, that does conclude our conference for today. We'd like to thank you for your participation. If you would like to listen to a replay of today's conference, please dial 303-5903030 or 800-4067325 and at to the access code 464-4552. Again, we'd like to thank you for your participation and you may now disconnect.