Great Elm Group, Inc.

Great Elm Group, Inc.

$1.8
0.01 (0.56%)
NASDAQ Global Select
USD, US
Medical - Distribution

Great Elm Group, Inc. (GEG) Q1 2015 Earnings Call Transcript

Published at 2014-10-30 19:48:01
Executives
Lauren Stevens - IR Philip Vachon - Chairman Eric Vetter - President, CFO and CAO
Analysts
Mark Argento - Lake Street Capital Markets
Operator
Good day ladies and gentlemen and welcome to the Unwired Planet First Quarter 2015 Earnings Conference. Today’s program is being recorded. At this time, I’d like to hand things over to Ms. Lauren Stevens. Please go ahead ma'am.
Lauren Stevens
Thank you. Good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s first quarter fiscal 2013. 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 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 and 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 financial results. And with that, I’d like to turn the call to Phil.
Philip Vachon
Thanks Lauren. We continue to invest in monetizing our portfolio and we expect these investments to produce significant revenues as we get closer to trial. You can tell, we're getting closer as our patent expenses went up about $2 million from the same quarter last year from a combination of Markman activity and [do] (ph) cases. Ours are big costly cases and the incremental spending is justified by the strength of the assets we own and the royalties we expect. For example our decision to file in Europe has been validated by the trials being set just over a year from filing. There are very few patent holders that can claim the quality of our portfolio combined with the strength of our balance sheet. Q1 was a big quarter with three Markman hearings completed in the quarter Apple, Google and Square. Only the Square Markman has been decided and we're pleased with the results. To give you a feel for it, the judge agreed with us on 20 to 21 terms and we are comfortable with the one that he didn't agree with. The two other Markman rulings are not yet out as of today, but we feel confident of our arguments. Next up is more discovery and then trials. In the current patent macro-environment, trials generally mean decisions about revenue and we're no different. There are seven Unwired Planet trials scheduled in 2015. For more information on the schedule please see today blog update. There are many daily activities in our cases, depositions, discoveries, source code analysis, motion, practice, street fights over pretty much everything. And while we continue to pursue discussions with infringers, they are not yet offering to pay us with the value of our portfolio. Like you, we wish this process would be faster. We remain very optimistic that our efforts will produce significant returns for our shareholders as these trials play out. We also took an exceptional charge this quarter related to the evaluation of a strategic transaction and compensation related items. With the modification of the Ericsson agreement during the quarter, the company now has the option to acquire assets that are not subject to the Ericsson revenue share agreement, but that are subject to the $1.7 million of our NOL. These one-time charges mean that our cost on an annual basis will be marginally higher than forecast. We will end the fiscal year with a very healthy balance sheet. We have and will continue to maintain more than enough of a balance sheet to reach critical mass on revenue. Finally with respect to previously announced management changes, this will be Eric Vetter's final earnings call and we wish Eric all the best. We have hired Mark Thomson to act as our Interim CFO. Mark has extensive public technology company accounting experience. We also have a worldwide CEO search ongoing and are in the early phases of finding a proven senior leader for the business. Now I would like to turn it over to Eric for a discussion of the numbers and thank you again, Eric for all of your good work.
Eric Vetter
Thanks Phil and good afternoon everyone. For the first quarter of fiscal 2015, we're reporting a net loss of $12.1 million on a GAAP basis. Our results are comprised as follows. Patent initiative expenses totaled $7.6 million for the quarter. Of this, $2.0 million was for prosecution and maintenance as this was one of our biggest renewal quarters. $4.3 million was for litigation and litigation planning work and the balance related to external licensing resources and internal licensing staff. Included in these cost is $0.2 million of stock based compensation expense. General and administrative expenses totaled $5.1 million for the quarter. These expenses are comprised of external accounting, legal expenses and other public company cost as well as employee and executive related expenses. During the quarter, we had three unique events impact our G&A expense. One was work led by our Board of Directors evaluating several strategic options. This activity contributed $2 million of our cost during the quarter. Another was the separation agreement I entered into with the company. The impact of this was $370,000 of which $125 was stock-based compensation. The third event was $1 million special bonus related to completing the second amendment of the Ericsson Master Sales agreement. Total stock based compensation expense and G&A for the quarter was $0.3 million. We incurred a $1 million of paid in kind interest expense during this quarter related to the notes to have reissued at the end of June 2013. Other income during the quarter totaled $0.3 million and was the result of the quarterly revaluation of the market condition stock liability related to the original Ericsson transaction. From a balance sheet perspective, we ended Q1 fiscal 2015 with $116 million in combined cash and investments and $14.5 million in current liabilities, $5 million of which being deferred revenue. The reduction in cash from the prior period of $30 million was due to operations and the payment of the Ericsson revenue share amount of $20 million and related to the Lenovo transaction. Unwired Planet is as well positioned today as it has been in a long time. We are well capitalized and have recently gone through Markman hearings on key cases and are closer to getting our day in court than we have ever been. As always, we appreciate everyone's support and your time today. At this time operator, we would like to open the call for questions.
Operator
(Operator Instructions) Our first question will come from Mark Argento, Lake Street Capital Markets. Mark Argento - Lake Street Capital Markets: Hi. Good afternoon.
Philip Vachon
Hey Mark. Mark Argento - Lake Street Capital Markets: I was wondering if you could just talk a little bit about -- it sounds like some money was spent in the quarter in terms of looking at strategic options may be at a high level to discuss some of the different things contemplated in terms of finding additional ways, unlock value, may be partnerships or selling off certain rights of the portfolio. Anything you could update us there in terms of kind of the thought process of the work you’ve been doing there.
Philip Vachon
Sure. Hey Mark. So the -- until the Ericsson amendment was complete, we really didn't have the option to explore additional alternatives for the company to create value. You guys see where the stock is trading at. We would like it of course to trade much higher and there are a couple of major components that are very high level that, this is how I think about it. Number one, is our patent enforcement activities around Ericsson, which are now a substantial almost fully rolled out and we're very happy with where we are with that. So I think that's what investors expect us to do and that's what we've done and we're not backing off of that one bit. We're going to go hard at monetizing the portfolio. But separately while we are waiting for the court cases to play out, we do have another asset that I don't believe the market values [ask for] (ph) and that is our NOL. We have a very substantial NOL as you know and if you look at our enterprise value, I can't see anybody valuing that NOL in our share price. So the Board, myself have taken upon ourselves to review every alternative possible to unlock that value and within reason -- within out sort of fear of what we do for our business. I am not talking about anything outside of what we normally do for a living, but we do have an opportunity to find ways to unlock it and they include all of the things that you’ve just described and more and we're going to continue to evaluate those because I don't think we're getting value for that asset today. So that's kind of what we're up to. Mark Argento - Lake Street Capital Markets: Great and then at a high level in terms of your existing -- your existing monetization campaigns, do you have any near-term plans to enter into more type of insertion campaigns in terms of the portfolio are you -- as we go into the process of looking at your various strategic alternatives have you guys decided to kind of stand down for the time being until you figure out what the next step brings for you?
Philip Vachon
I wouldn’t signal that to the market because there is bunch of people going to listen to this call who are wondering if they're next. We have litigations prepared and ready to go against people who are infringing our intellectual property when the company appropriate based upon a number of factors. Like where are we in the other cases? Are we -- has the Markman been decided? You have damages calculations been done. There is a whole bunch of things that go into when you decide to launch. Clearly we have not sued everybody who infringes our portfolio and we have the option to do that at any time. There are timing considerations with all that. So I would never signal that we're done. We're not done, but I am also very pleased with where we are in the cases that we have filed. They're moving along quite nicely and we're winning a lot of the battles and we still need to win the war. Mark Argento - Lake Street Capital Markets: Great. Appreciate it. Thanks Phil.
Philip Vachon
See you, Mark.
Operator
(Operator Instructions) Our next question comes from Mike Latimore, Northland Capital. Mike Latimore - Northland Capital: Great. Thanks. I guess just on the patent initiative expense there is not any Markman hearing in December quarter here. Should we assume that comes down a little bit this quarter or not -- comes with patent expense?
Philip Vachon
I am going to let -- ask Eric to give you a little more detail, but this is again at a very high level how I think of our budget process. Everybody who I talk to in terms of shareholders is concerned about our cash and making sure that we have enough cash to see all the way through out programs and I think I said in my prepared remarks that we are like lots of other companies, we budget -- we know what our expenses will be and we can fairly well project them and fit within our available cash. Our major event that's upcoming with respect to pat initiative expenses I think in June and I'll let Eric speak more to this, when our McKool agreement retainer fees I think they disappeared. Eric, can you talk about that for a second.
Eric Vetter
Yes, we have to Phil's point we've got these five fee agreements or hybrid agreements in place, the big one, one of the biggest ones being with McKool. That runs through June of this year and so our expenses are fairly consistent regardless of where we were at necessarily on some of the litigations as far as litigation expense goes or the litigation cost the associated expenses will come and down a little bit. But McKool is set through June.
Philip Vachon
And then it drops by $1.5 million a quarter I believe. Is that right.
Eric Vetter
Yes, it drops off completely at June from that fee perspective, you're right, which is a $1.5 million a quarter. Mike Latimore - Northland Capital: Got it. Okay. And then in your blog update, you talk a little bit about working to examine and quantify over that declaration problem, can you talk a little bit about what goes into that and what the benefit of that would be?
Philip Vachon
Okay. Everybody in -- this is what I -- I am not the expert really. Tim and Daniel are the experts and we can of course make them available or I can ask them to update the blog and give you a little more explanation about it. But my understanding of it is that everybody and their brother has a standard essential patent like -- so what is a standard essential patent is your meaningful, is it really essential for the standard. So consequently we're trying to divine and I think others are too, what percentage for example of the LTE patent -- standard essential patents we own. And you got to strip out a lot of the junk, a lot of the things that shouldn’t be there in order to figure out what you -- what percentage you actually own and that's that issue, but if you want more information on it, there is a lot of work going on in this particular area because of a portion in it -- of damages. So what you have and getting ready to go to trial and getting ready in case you get appealed on what you own and what a reasonable royalty is, is it's the new black in the IP industry. Everybody is spending a lot of time on it and as are we, but the fundamental issue is, do you have an important standard essential patent or not. Mike Latimore - Northland Capital: Right [and then although if there is a reason] (ph) the Alice judgment, does that have any applicability either way to any of your patents or does it influence the timing of some of your -- or pace of some of your negotiations?
Philip Vachon
No, our stuff is not Alice. Mike Latimore - Northland Capital: Okay.
Philip Vachon
There is nothing -- Alice is like software-only concept based. Ours is to my knowledge nothing that I know will get kicked out from Alice. Certainly nothing in the LTE side because it's tied to a device. Mike Latimore - Northland Capital: All right. And then it sounds like the judge in the Apple case in the Markman hearings a ruling of you in October I guess, is that still the case and then any indications from the judge on timing?
Philip Vachon
I haven’t heard from him today. I don't know if it's out. They routinely miss their date. So I don't know, but soon we hope and by the way just as for color, we think the Markmans went pretty well. So we're cautiously optimistic about what will come out. We're really jazzed about what happened with Square. That's a big win, right. Mike Latimore - Northland Capital: Thanks.
Philip Vachon
You're welcome.
Operator
(Operator Instructions) And at this there are no further questions. I'll hand things back to you Mr. Vetter for any additional or closing remarks.
Eric Vetter
Okay. Thank you, operator. As I said before we appreciate everybody's time and look forward to talking to you again in the near future. Thank you.
Operator
Ladies and gentlemen, that does conclude today's program. Thank you all for your participation.