Great Elm Group, Inc. (GEG) Q4 2015 Earnings Call Transcript
Published at 2015-08-25 22:07:07
Lauren Stevens - Investor Relations Boris Teksler - Chief Executive Officer Kip Witter - Interim Chief Financial Officer
Mike Latimore - Northland Capital Markets Mark Argento - Lake Street Capital Markets Chris Brown - Aristides Capital Dan Weston - WestCap Management Kevin Rendino - RGJ Capital
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.
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.
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 team of individuals who possess skills and competences that complement one another with the goal of managing the company’s business strategy and outcomes in the dedicated and focused manner. As we round out our internal team, we plan to lower total operating costs by selectively replacing some of the work performed today by pricy outside lawyers with more economical company employees. I will provide more detail on the company’s operating structure momentarily. Before doing so, I would like to provide a brief overview of the pending litigation in both the United States and Europe and walk you through the results and status of each case. I would first like to acknowledge our frustration that as a company to-date, we have been unsuccessful in our litigation efforts. Simply put, my intention is to change that. I joined Unwired Planet, because I saw the value in the patent state and believe that Unwired Planet’s many contributions to pioneering the mobile Internet needs to be acknowledged with fairly valued license agreements. In addition, Ericsson is a cellular think tank power house. And having the combination of these assets provides increased efficiency, reduced risk and a compelling value proposition for our licensees. Historically, Unwired Planet focused solely on litigating its organic assets. Moving forward, we will deploy our focus on the standard essential portfolio and we are in the early stages of pursuing a strategy to more effectively realize the value of our portfolio and subsequently had to reinvigorate the business. In the U.S., we have brought cases against several companies, Google, Apple, Blackberry and Square with over two dozen patents. Not one of these cases made it to trial. On Slide 7, you note that the Apple and Google cases are in appeals phase and the Square case has stayed pending the PTAB review at the U.S. Patent Office. During this largely dormant phase, our burn costs will be lower. Now, turning to the European litigation, I want to provide an overview on the basics of litigating in both the UK and Germany before discussing the results and status of the cases. Litigation in both Germany and the UK is far more efficient and consequently much less expensive and time consuming. German trials last all of the day and typically have no witnesses or document discoveries. This benefits both licensee and licensor as it saves significant expenses for all parties. Decisions by the German courts after trial commonly take less than a month even though German courts bifurcate infringement and validity into disparate hearings. The entire process still takes less time than in the U.S. Results of the trials are technically public, but are less accessible than in the U.S. or UK. Trials in the UK are longer than in Germany, but in court, each party’s witnesses are only cross-examined. Direct testimony is submitted by sworn statements. There is some pretrial document discovery, they call it disclosure, but it is significantly more limited than in the U.S. Both sides will likely use expert witnesses. Again, this is a very sensible and efficient approach allowing us to focus on the usage of our patented technologies, the relevant economics for infringement and stress test the patent’s validity. The trials may last up to 3 weeks for the hearings on validity and infringements and the competition law claims are set to be heard in a much longer hearing, potentially up to 13 weeks. After the hearings conclude, we can expect a decision in about a month and the final judgment is both written and public. One key difference in the UK is that fee shifting is the rule, not the exception. The loser pays the major portion somewhere in the neighborhood of 70% of the winner’s fees are typically recoverable. In the litigation in Germany, our first trial was held on June 30, 2015 versus Huawei on three LTE patents. On July 14, the court ruled that two patents were infringed and one was not infringed. The finding of infringement of the two LTE patents was stayed pending two items: first, to resolve certain procedural questions regarding validity of those patents and second was pending the outcome of Huawei versus ZTE case, which deals with questions regarding the enforcement of SEP patents. This allows both parties to brief the courts on SEP enforcement and injunctions. At present, we are not seeking an injunction. Turning to the United Kingdom, the court heard Ericsson’s motion to strike certain Samsung and Huawei defenses on competition law in mid-July. This strikeout hearing bears similarity to the motions dismissed in the U.S. as the court can summarily issue findings without the need of a full trial. In this case, the court granted in part and denied in part Ericsson’s motion and Samsung has already appealed the ruling. Our view is that these preliminary rulings do not affect the overall strategy or litigation of our case. Collectively, these developments signals in potential early wins, but we have a long way to travel prior to claiming any meaningful victory. Since this is an active litigation, I will not be taking questions or providing further color on it at this time. We have also taken the outcome of our legal actions to-date and concluded that European litigation is a far more efficient manner to help drive resolutions of our disputes. By focusing on the less costly litigation in Europe and by moving some functions and responsibilities in-house, we are reducing our expense guidance for fiscal 2016 to between $31 million to $35 million. But we will relentlessly look for further ways to optimize our expense structure. I have been with the company for nearly three months now. And my primary focus has been on developing the strategy to maximize shareholder value by utilizing all our assets. Slide 11 shows our plan to reinvent the company to align with our new strategy. While maintaining the existing IP business, we intend to develop an acquisition strategy focused on enhancing value by exploring strategic investments, which utilize the company’s existing assets. To that end, we have formed an M&A committee of the Board headed by Peter Reed of MAST Capital with Richard Chernicoff and myself serving on it. By acquiring assets and developing an optimal capital structure, we believe the existing IP business will be sustainable and built to last. Another area of my scrutiny has been on the outstanding debt. Those funds are there as the backstop to our business, so we are paying approximately $4 million in Europe interest expense and underutilizing the cash. To that end we are exploring strategic alternatives and how to restructure that debt and be cash efficient. Before turning the call to Kip, I would just like to say that I am excited by the work we have done thus far and believe my background and the new team we are putting in place coupled with the company’s assets and our strategy will reinvigorate the company and ultimately lead to a return of value to our shareholders. With that said, I would like to now turn over the call to Kip to review the financial results.
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.
Thank you. [Operator Instructions] And your first question will come from Mike Latimore with 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?
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.
And then in terms of series of cases in the UK that are supposed to happen over the next few months there?
Those are they still on track?
Those are still on track, correct.
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?
Sorry, can you repeat that one more time?
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?
Sure. We are probably thinking in the range of three to five.
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?
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.
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?
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.
And will that be specifically on validity or infringements as well?
It’s on infringement, this is the infringement hearing.
Okay, got it. Alright. Thanks.
From Lake Street Capital Markets, we will hear from Mark Argento.
Yes. Good afternoon, Boris.
Hi, good afternoon, Mark.
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?
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?
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?
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.
Got it. And the timing on that you said is, are there any specific timing that we should look for there?
So, I would look at late calendar year.
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?
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.
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?
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.
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?
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.
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?
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.
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?
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.
Got it. Alright, appreciate it. Thanks for the answers.
[Operator Instructions] From 13-5 Holdings [ph], we will hear from Thomas Donatelli.
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.
Thomas, your question is have we looked at and evaluated whether we sell the IP business?
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?
Sure. So, I think fundamentally, we think that this – the IP business has value and that value is compressed at the moment.
So, timing wise, this would be an inopportune time to even look at that.
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?
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.
[Operator Instructions] And we will take a question from Chris Brown with 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?
That’s one of the ones that we just cannot comment at this time.
And from WestCap Management, we will hear from Dan Weston.
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?
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.
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?
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.
Okay. Would you expect the company to be able to book additional revenues specific from that transaction in future quarters?
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.
And are you able to disclose how much the initial portion of that transaction was?
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?
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.
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.
From RGJ Capital, we will hear from Kevin Rendino.
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.
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…
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?
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.
And we will take the follow-up questions from Aristides Capital, Chris Brown.
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?
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.
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?
On the Lenovo transaction, that’s quite correct.
Okay, great. Thank you very much.
And at this time, I would like to turn the conference back to Mr. Teksler for any additional or concluding remarks.
Thank you all for joining us. And thank you for your time today. We look forward to providing you with an update next quarter.
And with that ladies and gentlemen, that does conclude today’s presentation. We do thank everyone for your participation.