Great Elm Group, Inc. (GEG) Q1 2016 Earnings Call Transcript
Published at 2015-11-09 19:30:12
Lauren Stevens – Investor Relations Boris Teksler – Chief Executive Officer Jim Wheat – Chief Financial Officer
Mike Latimore – Northland Capital Markets Kevin Rendino – RGJ Capital
Good day and welcome to the Unwired Planet’s First Quarter 2016 Earnings Conference Call. Today’s conference is being recorded. And at this time, I would like to turn the conference over to Lauren Stevens. Please go ahead.
Thank you. Good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s first quarter and fiscal year 2016. Joining me today are Boris Teksler, Chief Executive Officer; and Jim Wheat, Chief Financial Officer for Unwired Planet. The first quarter of fiscal 2016 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 the 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 turn the call over to Boris.
Thank you, Lauren, and thank you all for joining us today. We’re driving significant change to enhance stockholder value at Unwired Planet and there are number of updates I’d like to address on today’s call. First, I will overview a number of corporate changes and then provide a litigation update. Finally, we will discuss the financial results. First, we’re pleased to announce the appointment of Jim Wheat as a Chief Financial Officer. As you know, we’ve been operating the Kip Witter, as Interim CFO. He has filled in very well and we thank him for his many contributions. With the addition of Jim as CFO to our management team, we continue to build the team with individuals who possess the skills required to drive our business strategy. Jim has a wealth of experience in senior financial management including his role as public company CFO at Silicon Graphics formerly Rackable Systems. I’d also like to take a moment to welcome Jess Ravich and Taylor Harmeling to the Unwired Planet Board of Directors. And a heartfelt thank you to Bill Marino, Greg Landis, Mark Jensen and Dallas Clement for their years of service and their tireless efforts and contributions to Unwired Planet. Bill, Greg, Mark and Dallas have provided guidance, leadership and expertise in the transitioning from a product centric business to building and driving intellectual property licensing and litigation strategy. By now, it should be clear that we seek to reinvent Unwired Planet. To further that objective our board nominated a new suite of directors for stockholder approval at our upcoming annual meeting. Once we made that decision and it made sense to accelerate our work by having the new Director start sooner. The board’s transition occurred on November 4, along with the arrival of our new board members it is with pleasure that I announce the board in now led by Richard Chernicoff as Chairman. Richard is both a lawyer and CPA with broad deal expertise and financial acumen. I sincerely appreciate his willingness to serve as Chairman. Joining as new Directors, Justin Taylor bring with them strong financial focus and experience across several important industries that will add a valuable perspective to our board. They will look closely with the recently created strategic committee to work on our strategy to build sustainable revenue and move the company forward. The strategic committee will evaluate how best to use the company’s cash, tax assets and patent portfolio. And to that effect, we will be looking at number of strategic opportunities including potential transactions and refinancing our debt. I will discuss both these initiatives in greater detail. Let’s start with our focus on the outstanding debt and possibilities for restructuring net debt in order to be in more cash efficient. Currently we’re incurring approximately $4 million a year of interest expense. So we’re exploring ways to refinance in order to lower interest rate and better utilize our cash. We’re working diligently toward that end and we’ll seek to optimize the timing as it creates the desired outcome. One of the most compelling aspects to Unwired Planet is the ability to offset taxable net income with our net operating loss carry forwards. And as we seek to reinvent the company, we are mindful of having generate positive earnings so that we utilize this assets. With the creation of the strategic committee we’ve been ramping up exploratory activities evaluating various market segments that would allow us to create significant shareholder value. The charter of the new committee is to evaluate risks and opportunities with respect to possible alternatives and to develop the strategic plan in order to reinvigorate the company with financial stability. Now that we reviewed these big things, I would like to provide a review and update on our pending litigations in Germany and the UK. To refresh our memory from our last call, litigation in Germany and the UK is far more efficient than U.S. litigation. And consequently, generally less time consuming and less expensive especially in Germany. German trials typically last one day and decisions by German courts after trial commonly take less than a month. Trials in the UK may last upto three weeks for the technical trials. Those which determine for validity and infringements. At the conclusion of the technical trials, we commence with the competition and [indiscernible] trial currently set for the fall of 2016. In March 2014, Unwired Planet filed parallel patent infringing lawsuits in the UK and Germany. The UK lawsuit charged Samsung, Google and Huawei with infringement of six patents. To instance, we’ve resolved this feud with Google on five out of the six patents. Those which relate to cellular standard central patents. The first case was held in October on one LTE patent and we expect to receive a ruling from that trial by the end of this month. The first German trial to place on June 30, 2015 versus Huawei on three LTE patents. On July 14, the court ruled that two of our patents were infringed and one was not infringed. A second trial will commence on November 26. At which time, the same three LTE patents will be tried against Samsung and LG and concurrently we will conclude the open matters on the two infringe patents by Huawei. European litigation is progressing on schedule. And in some cases, our defendants have intensified and accelerated their counter claims. We remain unwavering in our belief that the defendants in the pending European cases continue to infringe our intellectual property. Consequently they need to act responsibly and takeaways some store patents. As such, we continue to litigate not out of any desire to litigate and certainly not to expand our precious capital because we face advisories with refer to efficiently infringe forcing us to take them to court. Nevertheless, we remain steadfast in our desire to seek fair and reasonable licensing fees to the innovation reflected by our patent portfolio. Concurrently we will continue to explore strategic alternatives to provide us with the resources required to succeed in our licensing and litigation endeavors. By focusing on less costly litigation Europe, we continue to expect expense guidance for fiscal 2016 to be reaching $31 million and $35 million. I will turn the call over to Jim to discuss this in greater detail and to provide additional color of our financial activity from the quarter. Jim, once again welcome to the team and please go ahead.
Thank you, Boris. Good afternoon, everyone. I just quickly want to say how happy I’m to participate on today’s call. And that I look forward to working with everyone at Unwired Planet. Now, let’s take a look at the financial results for the first quarter of fiscal year 2016. We’re reporting a net loss of $10.3 million or $0.09 per share compared to a net loss of $12.1 million or $0.11 per share in the first quarter of fiscal 2015. We recognized $1.3 million in net revenue during the first quarter of fiscal 2016, consisting of $1.6 million in license revenue recognized from amounts previously recorded as deferred revenue under the Lenovo licensing agreement. We also incurred a related $300,000 in fee share expense under the Ericsson MSA. These amounts were consistent with amounts recognized from the Lenovo licensing agreement in the prior comparable period in fiscal 2015. Patent initiative expenses for the quarter totaled $7.8 million, this amount includes legal and consulting costs related to supporting, defending and asserting our patents, as well as costs of employees directly involved in supporting of our licensing efforts. Patent licensing expense increased by just under 2% of $0.2 million compared with the same period in the 2015 fiscal year. The increase in patent licensing expense is primarily due to the company’s ongoing patent litigation and an increased activity in the European litigation, which increased expense more than initially estimated. Going forward, we expect our quarterly patent licensing expenses to remain generally consistent, unless and until there is a significant change in the company’s ongoing enforcement or defense activities. General and administrative expenses for the quarter totaled $2.6 million representing a decrease of 49% or $2.5 million from the same period of the 2015 fiscal year. The decrease in G&A expense is primarily attributable to non-recurring expenses incurred in the same period of the prior year. We expect our quarterly general and administrative expenses to remain relatively consistent on a quarterly basis during fiscal 2016. From a balance sheet perspective, cash used in operating activities during the first quarter of fiscal 2016, was approximately $8.1 million and was used in conducting ongoing patent licensing operations and other operating expenses, primarily offset by non-cash compensation and interest payments in kind exclusive of discount amortization totaling approximately $1.9 million. As a reminder, the Board has approved upto one for 20 reverse stock split, which will be put to the shareholders were about at the annual meeting set for Friday, December 4. This action if approved will reduce the number of shares from 1 billion to no fewer than 250 million on a post split basis or such other number of authorized shares depending on the exact split ratio chosen with a corresponding increase in the Company’s stock price and to allow the company to maintain its listing on the NASDAQ. This concludes my remarks. It’s now time to turn the call back to the operator for questions.
[Operator Instructions] We’ll take our first question from Mike Latimore with Northland Capital Markets.
Hi, thanks. Hi, just weren’t sure if you went to the November I think 26 trial sampling in LG, if that occur validity and infringement to the same time.
That’s a German case and the Germans try infringement first. And the validity proceedings are in a different time schedule.
Okay. And then the how you said, if include the Huawei trial, I believe it was a next step there in Germany and that’s also, is that validity at that point.
No, that’s still on infringement.
So the court stayed the action up until this window of time to allow the parties to breathe on a couple of matters. And we’re going to complete those breathings and conclude that trial if you will.
Okay. And then the – I think there was this [indiscernible] in October 5 in the UK and there has been the decision still out, I’m wondering this is not remained yet.
Correct. That’s the one that we expect decision by the end of this month.
That one would be on both infringement and validity.
Okay. And then damages come later.
Yes. So that would be in the fall of next year under the competition infringe case that I eluded in the remarks.
Okay. And then of these standard central patents, which seem to be the focus now. I assume pretty much all those are Ericsson or how many come from Ericsson [indiscernible]
That’s correct. All of these cellar standard essential patents that are in our portfolio, currently come from Ericsson.
Yes. And then how do you think about royalty rates or value in standard essential patents in this kind of marketplace versus the full portfolio.
So not the simplest question to answer, but try to give a quick answer to it. We have had to produce and submit to the court what we believe our friend offers. And so we have gone ahead and done that in the UK. That was something that we have to do in this last quarter. And get it submitted into the UK court. And we have to do that for a worldwide license fee as well as in UK only license fee. So we’ve gone to having done that. And that’s what the court will find on by the end of next fall.
Terrific, okay. Got it. Good all right. Thanks a lot.
[Operator Instructions] we’ll go ahead and take our next question from Kevin Rendino with RGJ Capital.
So my question is once you charge your [indiscernible] on validity and infringement. As a long period of time, between the ruling and damages. What happen in between as it relates to your ability to access either a license deal or negotiate a settlement. How does that work down, in between?
O guess I would describe it this way, which is the judges going to our pine on this first LTE patent, if you think of it this way approximately every other month we have a trial in the UK on the other five of the six patent that I mentioned. So the wave that the UK is calendared is not to create a lot distance requirements [ph] between the technical trials and the competition and [indiscernible] trial, but that’s the rates and damages if you will, but in stead is to get, it’s to include all of the technical trials up – leading up until that point. So as we built through that time period we’re going to get more information about our patents as will be potential licensees. And once they have sufficient information to take a license it’s often the case that they can include license agreements during that time provided, that they had some wins under our belt.
Got it. Second question relates to the your CFO. So as you are thinking about sort of characteristics for the type of CFO that you wanted. As you think about that obviously it appears the CFO would be more geared towards the NOL asset as opposed to be IP asset in terms of his own experience and his track record and I think he is worked on in the past. So if you could talk about sort of the [indiscernible] process that went in to and in the settling on your CFO. Thanks.
Sure. So what I specifically was looking for was somebody that has experienced thinking strategically with great financial acumen. So I wasn’t so much somebody that was just around NOLs or just around the patent licensing expertise, but somebody who has been around the industry as public company expertise and the ability to think strategically as we continue to evolve and build our business and get into financial stability. So having somebody with both that strategic and financial acumen as well as somebody who has been in the technology market is exactly what I was looking for and that’s what we found in Jim.
It appears there are no further questions at this time. So I’d like to turn the call back over to management for any additional or closing remarks.
Okay. Thank you all for joining us today. As always we appreciate your time and look forward to providing you more information in the future.
Thank you for your participation. This does conclude today’s call.