Great Elm Group, Inc.

Great Elm Group, Inc.

$1.82
0.03 (1.68%)
NASDAQ Global Select
USD, US
Medical - Distribution

Great Elm Group, Inc. (GEG) Q2 2015 Earnings Call Transcript

Published at 2015-02-04 22:11:03
Executives
Philip Vachon - Chairman Mark Thompson - Interim Chief Financial Officer Timothy Robbins - General Manager of Intellectual Property Lauren Stevens - Investor Relations
Analysts
Jim Fitzgerald - Northland Securities
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
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
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
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
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 three, what is the total amount of royalties that my company should pay and is it the same for my competitors. From there we go deeply into each one of these points. We present and debate a selection of our good patents, they scrutinize and examine each one and try to find things to criticize from a technical perspective. We help them estimate the total number of good patents in the world that they would need to license, but it is clearly impossible to know this with certainty. We then spend a great deal of time discussing what the overall royalty burden should be. Trends in U.S. law have created a great deal of uncertainty and distortion about these topics. What is a “good patent,” the bar seems to keep moving. What is the appropriate way to calculate royalties? Each side of this debate has reasons for optimism for their position and that exacerbates the device between us. The executives at the large companies want to increase their margins and a very good way to do that is to suppress the price of inputs, intangible assets are particularly vulnerable to this squeeze. Our demand or pricing as you would think of it and the other sides willingness to pay are often for a part for this reason. In the past environment I believe we would have been able to get where we are seeking by now. It is very reasonable and well inside the bounds of deals that were regularly getting done between 2000 and 2012. Some have asked the question, perhaps you should agreed to a few sweetheart deals to incentives early signature, just for the time being. Unfortunately this is not viable in licensing. We cannot do one bad sub market deal without harming all of the other deals in the future, particularly in the context of FRAND, which is fair, reasonable and non-discriminatory licensing. All of our focus, every shareholder dollar that we spend is pointed towards unlocking license deals that fairly compensate us for what we own without hindering the future. If we decide we have to have deals now, they are available and we could mortgage the future. That choice is and has been available, but we do not feel that it is currently in the best interest of shareholders. Litigation is one of the tools that we use, prosecution is another key tool. Simultaneous attempts at consensual licensing involving proposal exchanges, economic support and market intelligence, all play important ongoing roles in our licensing efforts. All of the segments of the business are very important and should be scrutinized but the overall goal is closing revenue-generating deals. The most visible aspect of the business for many observers has been the litigation as it drives the most cost and portions of it are available publicly. Litigation and patents included in litigation are not the only discussion topics or the only patents discussed. We typically discuss more patents that are not in litigation than are in litigation. The purpose of litigation is to prove the value of select representative subsets of our very large portfolio. Litigation also provides a forcing function on the calendar and gives the party an opportunity to negotiate along the way. Litigation victories also provide air cover internally for CFO’s to authorize payment. So far our U.S. litigation track has not been successful, but it is far from over. We have had a total four Markman rulings in the history of the program, two of them are clearly not favorable for us; first one being the Apple and RIM ITC case and the second being most recently Google. One of the Markman’s has been excellent for us, but it is in a Square, which is a smaller but significant case and one of them the results are okay and that is the Apple California Markman. We are self scrutinizing these results, Google in particular, and revealing them to see if they may be improved in any way. The state of the case law on client destruction is in such turmoil that results are more random and bizarre than ever before. We are appealing both of the unfavorable Markman rulings now where they hope to get them reversed within 12 months. We are going forward to trail with Apple in June and we’ve voluntarily consented to a stay in the Square case, while we await the U.S. PTO results in the post grant proceedings against the three patents in sue. Clearly the Google ruling was unexpected and especially negative. However, we must remember, this is a small portion of our very large portfolio. Compare it to one division of a company that is under performing without harming the other divisions. We continue to believe that Openwave pioneered the mobile internet and that the relative new comers Google, Apple and others ultimately owe us reasonable compensation for that work. I suggest interested parties read our blog, which we’ve updated today, but I will take specific questions about the litigations that people may have during the question phase. Let me first give some detail regarding what is happening in Europe. We have parallel cases pending in Germany and the U.K. The patents that issue are equivalence in Germany and in the U.K. but the litigation systems are quite different, so let me briefly explain each. The German system is largely decided on the lengthy and highly detailed written submission by the parties. The trials themselves are very short oral arguments that take place in a single day, sometimes a single afternoon. Unlike the U.S. or the U.K., the German courts decide infringement but validity is challenged on a separate track, either at the European central office or the German patent office. In addition damages are dealt with separately after infringement is determined. Each patent applied to each defended is considered a separate matter. As a result we have 30 pending matters, six patents, five defendants. And the judge has a discretion on how to group those matters in an appropriate way. In our case the judges decided to hear our LTE patents first against Huawei and Google on June 30 of this year. Thereafter Samsung and LG would go to trial in November of this year on the 3G and 2G patents. We would then have successive trials each 90 days thereafter as necessary for any remaining issues that haven’t been resolved. Typically a judgment can be expected in Germany about six weeks after the trial. In summary what we are seeking in June and November is a ruling that our standard essential patents are indeed essential to the standard and therefore infringed. If we win this we would thereafter begin a damage phase. At the same time we can expect defendants to appeal and to continue to pursue invalidity at the patent offices. This is all part of the process and we believe along the way the parties will enter into license agreements. The U.K system bares more similarities to the U.S system, but still has significant differences. Trials have live argument and testimony and last several weeks. Validity and other technical defenses are heard at the same time as infringement; however, damages are heard after the technical phase. In our particular case the defendants have raised some unusual non-technical defenses regarding FRAND, portfolio splitting and royalty staking, which I’ll address in a moment. The judge has decided to hold a non-technical trial to resolve all of these issues. We intend to use that opportunity to resolve the appropriate FRAND royalties for our portfolio. Ericsson has joined to this litigation as a codefendant to defend against these allegations and the appropriateness of our original transaction. This is all on our blog, but let me summarize the dates once more for the U.K. October 5 of this year would be the first LTE patent going to trial; November 30, of this year will the be second LTE patent; February 1, 2016 will be the 2G patent; May 2016 will be the 3G patent and July 2016 would be the Cloud push patent, which is a Unwired Planet legacy patent; and then a no technical trial related to FRAND and other items will take place on October 2016. These non-technical issues can be categorized into three areas. First, Samsung and other defendants alleged the original transaction between Ericsson and Unwired Planet under the master sale agreement as void, because its anticompetitive and their two principal arguments are first royalty stacking occurs and what they mean by that is that LTE users owe Ericsson a royalty and now, well lets say second royalty and they say that is anticompetitive. And the second basis is that provisions of the MSA itself constitute price fixing and/or a restraint on trade. The second category of arguments are that Unwired Planet is behaving in an anticompetitive manner, because we are not practicing FRAND, both because our price is too high and because our blended structure is inherently unacceptable. And third, not all the defendants, just Samsung argues that even if the transfer patents is valid to Unwired Planet, it has a license because Ericsson effectively controls Unwired Planet within the meaning of their license agreement. Now these are very serious allegations, but we consider them meritless and are vigorously defending them. Unfortunately this drives a great deal of cost. However, we intend to recoup a large portion of these costs in the U.K, because it is a loser pays system. We also see this as an opportunity to advance and establish our FRAND pricing through adjudication. We would otherwise have had to peruse damages following the infringement cases at a later date. In sum, while expensive we feel this is overall a good turn of events and that the European cases are going well on an overall basis. That is the end of my remarks.
Philip Vachon
Operator, we’ll turn it back over to you for questions.
Operator
Thank you. [Operator Instructions]. We will go first to Mike Latimore with Northland Securities. Please go ahead.
Jim Fitzgerald
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
Yes, we don’t give guidance.
Jim Fitzgerald
Okay. Are there any changes to the claims in the Apple case at this point?
Philip Vachon
I’m sorry, can you be more specific changes to…?
Jim Fitzgerald
Just the ongoing litigation. If there is any changes as far as any material impacts to the case?
Philip Vachon
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
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
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
Sure. Okay, great thank you.
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
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.
Operator
Once again that does conclude today's conference and we thank you for your participation.