Unwired Planet's CEO Discusses F2Q13 Results - Earnings Call Transcript

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Unwired Planet, Inc. (UPIP) F2Q13 Earnings Call January 31, 2013 5:00 PM ET


Lauren Stevens - The Blueshirt Group

Michael C. Mulica - President and CEO

Eric Vetter – CFO


Charlie Anderson - Dougherty & Company

Mike Latimore – Northland Capital



Good day ladies and gentlemen, thank you for standing by. Welcome to Unwired Planet’s Second Quarter 2013 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, Thursday, January 31, 2013.

I’d now like to turn the conference over to Ms. Laurence Stevens, Investor Relations for Unwired Planet. Please go ahead.

Lauren Stevens 

Thank you, good afternoon and thank you for joining us today to discuss the results of Unwired Planet’s second quarter of fiscal year 2013. Joining me today from Reno are Mike Mulica, Chief Executive Officer; and Eric Vetter, Chief Financial Officer.

Before we discuss the results of the quarter, I want to remind everybody that we are operating under the rules of Regulation FD. The second quarter financial results press release was distributed 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 one at our website at www.unwiredplanet.com. For your convenience, this call is being recorded and will be available for playback from our website for three months.

Further, any remarks that maybe made on this call or in our earnings press release about future expectations, plans or prospects for the Company may constitute forward-looking statements for the purpose of the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. The actual results may differ materially from those indicated by the forward-looking statements as a result of various important factors. These factors include the specific risk factors discussed in the Company’s press release that was distributed today, and in the Company’s filings with the SEC including, but not limited to the fiscal 2012 year-end results on Form 10-K and any other reports subsequently filed with the SEC.

We intend to make forward-looking statements based on management’s outlook as of today. We do not intend to update these statements until the release of Unwired Planet’s next quarterly report and disclaim any obligation to do so prior to that time. We reserve the right to update the outlook for any reasons during the quarter.

I would like to note that during the discussion of the financial results, unless otherwise indicated, earnings-related items are recorded on a non-GAAP basis, which excludes stock-based compensation, restructuring expense, discontinued operations and amounts related to certain strategic costs and the tax impacts 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 Mike.

Michael C. Mulica 

Thanks, Lauren and good afternoon, everyone. Thanks for joining the call today. Here at Unwired Planet, we are very excited by what we’ve been able to accomplish over the past 9 months. Most notably, the formation of our combined intellectual property portfolio with Ericsson.

It was 8 months ago that we divested our product business, which many of you know had been preforming at a significant loss every quarter. It was then that we knew the future of the company would be driven by the foundational intellectual property, resulting from a heritage of early and insightful invention.

With this in mind, we were able to structure the transactions to divest the product groups in a manner that delivered cash into the business, eliminated downstream liabilities that were associated with the products and customers, and most importantly, enabled us to retain the underlying intellectual property portfolio.

As I said over the summer and into the fall, as we held our earnings calls, we were committed to evaluate every alternative to ensure we choose a direction that would optimize and build the best path towards the greatest shareholders value. That in fact was, and remains our singular focus.

We’ve done much on the logistical front to detach from a highly complex, high cost environment of the past. The transformation is complete, and could not be more striking.

Many things happen, and in order for you to judge the quality of our choices, I think it’s important to view the continuum of our actions. Last May, we divested the final pieces of our product business, and emerged a new company solely focused on intellectual property in which we had invested so much R&D over the years.

We were struck by the billions that had been invested in the creation of what is arguably the foundation of the mobile Internet, and many of its capabilities. As a result, we have been very focused on maintaining our intellectual property portfolio and preserving the approximate 1.6 billion net operating loss assets.

This tax benefit will allow us to build shareholder value faster, as we will be able to minimize our federal tax obligations for some time into the future. Then we renamed the company back to a name and [inaudible] it a time all of this invention took place, Unwired Planet.

Throughout this summer, it became clear to us that this tax asset was something that we needed to take very seriously. As we’ve discussed on previous calls, we were in discussions on a number of strategical alternative fronts, were totality became very important. I have to say that Evercore has been an excellent partner on all fronts in this regard.

Based on what we were seeing, we determined it was in our best interest to halt the ITC case and proceed with the Delaware equivalent. We also quickly concluded that all strategic alternatives we were evaluating, would benefit from moving Unwired Planet out of California, and into new headquarters in Reno, Nevada.

Shortly thereafter, we initiated separated actions against Google and Apple last quarter, and shuttered our historical headquarters in Redwood City, California. Building the new team in our new headquarters began in earnest, and we were fortunate that our new Chief Financial and Chief Administrative Officer, Eric Vetter, joined at the beginning of the quarter and has been instrumental in driving many of these recent changes.

As you know, on January 10, Unwired Planet announced the patent purchase agreement with Ericsson, were Ericsson will transfer to Unwired Planet 2,185 issued U.S. and international patents, and patent applications. We held a conference call on that date to discuss the details.

To summarize quickly, Unwired Planet will receive 2,185 patents upon execution of the agreement, and Ericsson will also contribute 100 additional patent assets annually to Unwired Planet, commencing in 2014 for 2018.

Unwired Planet will execute a strategy as a long-term industry platform for the realization of intellectual property value across the global telecoms and mobile handset markets. The two companies will share revenue from this initiative.

The structure was evaluated in the context of our substantial NOL assets, and will enable Unwired Planet shareholders to enjoy the significant advantage of that asset as we generate revenues now and into the future.

The agreement we have executed with Ericsson took both company’s down a path that will link our futures together for many years to come. This decision was a very important one for both companies, and carefully considered by both companies Board of Directors over the months we were structuring the agreements.

This relationship will provide the basis for our central operating model for the next decade and beyond. Everything we do going forward will leverage this combined portfolio. Today, I’m happy to discuss a company that has arrived at its strategic destination.

Drawn on the heritage of the path, and billions of R&D investments, from two pioneers in the development of the mobile Internet. We realized the details are sparse right now. And on today’s call, we won’t be able to delve into the details of the patent portfolio.

However, we believe this combined patent portfolio is very unique in the marketplace, and very strong. It expands Unwired Planet’s portfolio into fields of telecommunication infrastructure, mobile handsets, as well as additional over-the-top services.

Once we officially close the transaction, which we are hopeful will occur in short order, we will plan an analyst day in New York to provide our investors with more information about the outlook for the combined licensing business.

We are now accelerating the go-to-market activity that Tim and Daniel have been developing these past months now that we have the strategic platform for Unwired Planet complete. The objective for the coming quarters and years, is to establish a healthy rhythm of engagements in the industry that will enable you to understand and model, the value of our underlying assets, which we know are quite substantial.

One of the areas I’m quite proud of, is the low cost operating model we have been able to establish for Unwired Planet. Managing our liquidity to enable us to create a long-term sustainable company has been our highest priority.

While it may take some time before we generate cash from operations, we believe our liquidity will remain positive. A key step in that regard, as I noted previously, has been to stabilize our operating expenses, including properly sizing the company and moving the headquarters to Reno.

As of all our material, liabilities are extinguished with regard to the product business sale, we anticipate a very low cost, fixed overhead structure moving forward, which will provide for great returns in the coming years.

Eric will provide some operating expense detail in his prepared remarks.

While I have the opportunity, I’d like to provide an update on the cases we have underway. As stated last quarter, we announced two patent infringement complaints, in Nevada, initiated in September against Apple and Google. In these two separate complaints filed in Reno, Nevada, Unwired Planet has charged Apple with infringing ten of its patents, and has charged Google with infringing ten different patents.

Together, these two cases charge infringement of a total of 20 patents, related to smart mobile devices, Cloud computing, digital content stores, push notification technologies, location base services such as mapping and advertising.

We are currently working out the procedure schedule following Google’s answer to our complaint in November. In the response, in mid-January, Google filed for [inaudible]. We have until the first week of February to respond.

Apple has also entered our complaint in November, and we are now working out the procedural schedule. There is a scheduling hearing on February 4.

With regard to the Delaware case, we have streamlined the case with Apple and RIM. As expected, by dropping the 608 and 212 patent at the beginning of this month. Apple and RIM owe us an answer next week. Therefore, we will petition the court for an expedited Markman hearing, on the 409, 447, and 037 patents.

We obviously believe our chances of prevailing in court are strong, and we continue to be aggressive on all fronts, as the underlying sense of urgency to provide a return for our shareholders is the largest priority for this management team.

Also, two weeks ago, there was a change on the board. I would like to welcome David Lockwood, who brings executive level experience in monetizing IP. His knowledge of the IP industry will be a valuable addition to our board, coupled with his extensive experience in telecommunications and investment banking.

He replaces Hank Nothhaft, who departed the Board of Directors effective January 14. I’d like to thank Hank for his guidance over the past year, as we move through our transformation. Our board is a strong nimble group that has gone through its own reinvention, moving from nine directors to four directors, in just under a year.

As you can tell, we are very proud of the transformation this company has gone through, and we feel very strong. It excites us that we only have a few more months of lease commitments and transitional cost associated with the past.

While the transformation has been costly and difficult, we are now uniquely positioned to create a company with significant long-term value. We are equally excited about the simplicity we have been able to build into the Unwired Planet going forward model.

This combination of a simple, low-cost operating model, combined with our world-class mobile IP assets, makes us a very strong and valuable company.

In closing, I’d like to thank all of you who have been with us through all of these changes, and let you know that we are devoted to protecting and maximizing the value of our patent, for both our business and our investors.

We are confident in our over-arching goal, to build a [inaudible] and sustainable long-term IP licensing program.

At this point, I’d like to hand over the call to Eric, so he can discuss the numbers.

Eric Vetter

Thanks, Mike, and good afternoon everyone. As I begin, let me echo Mike’s comments that we are closely managing our patent and G&A expenses, to align with our goals. We have put the distractions of the product business behind us, are excited about the prospect of closing the Ericsson transaction, and are now focused on executing our IP strategy.

As a result of this closing of all our product businesses in 2012, the associated results are reported as discontinued operations in all periods presented in our second quarter fiscal 2013 earnings release.

For the quarter, the residual expense is related to the product business, generated a net loss of $2.8 million, primarily related to severance and stock-based compensation under certain change of control agreement, as well as facilities and technology license cost, used in providing transition services.

Further detail of the financial results of the product business for fiscal 2013, will be provided in the discontinued operations footnote of our 10Q to be filed next week.

For the quarter, we are reporting a net loss of $11.2 million on a GAAP basis, and a loss of $6.1 million on a non-GAAP basis from on-going operations. Please see the press release financial tables for a reconciliation of GAAP net loss to non-GAAP net loss.

The non-GAAP results are comprised as follows. We had minimal revenues in the second quarter of $3,000. Non-GAAP patent initiative expenses were $2.9 million, and include the cost of employees directly involved in support of our patent portfolio, primarily through litigation, as well as external legal and support fees incurred.

These external expenses will continue to be the most significant and variable component of our cost base.

In addition to patent initiative cost, we incurred non-GAAP general and administrative expenses of $3.2 million. These include employee cost, such as executive, finance, HR, and IT, as well as external audit and other public company cost.

Included in this number is approximately 1.5 million of transition cost such as redundant, employee, and contractor expenses, as well as facilities cost in excess of our expected cost in our Reno location.

Together, these two cost categories drove our non-GAAP net loss of $6.1 million for the quarter. These non-GAAP results exclude the following. $0.3 million of stock-based compensation, $1.1 million of strategic cost, and a combined 4.1 million of restructuring and discontinued [inaudible] expenses.

Restructuring expenses were $1.3 million and primarily relate to the cost of the closure of our Redwood City offices as part of our consolidation in our corporate headquarters in Reno, Nevada.

As mentioned previously, discontinued operations was $2.8 million and represents the net results of the product business, which primarily consist of severance and the excess cost of providing transition services and facilities beyond the [inaudible].

Our full-time headcount at the end of fiscal Q2 for employees solely engaged in supporting the intellectual property business was 11. The second fiscal quarter had additional headcount employed throughout that provided transition support. The majority of which was round down at the end of the quarter.

Assuming closure of the Ericsson transaction, we expect our targeted headcount for the on-going business, to be approximately 22 employees. Uses of cash for the quarter totaled $14.8 million. During the transition period, we manage our cash flow in three basic buckets. On-going G&A operations, patent initiatives cost, and legacy expenses.

For the quarter we used 4.9 million of cash, for patent initiative cost, as we paid cost associated with the ITC litigation, incurred in quarters one and two. Our on-going G&A expenses consumed $1.2 million during the quarter, and we spent $8.6 million on legacy items.

The legacy cost consisted of rent payments on redundant facilities of $4.2 million net. A payment to Marlin for the working capital adjustment to finalize our product sale agreement, and employee and professional services cost.

On a go forward basis, we expect on-going G&A expenses to average approximately $1.5 million for a quarter, and internal patent initiative cost to average $0.5 million per quarter. External patent initiative cost, such as litigation, patent prosecution, and support services, comprised our largest variable use of cash.

We feel we have assembled one of the best IP teams possible, comprised of both internal and external experts. Together we continue to work with our external partners to closely manage our use of cash, while effectively pursuing our strategic objectives.

Legacy cost of the first fiscal – first six months of fiscal 2013 have been our biggest draw on cash. We are pleased with the progress we have made, and the fact that we see the end in sight. The largest contributor within this category is RIM, primarily the [inaudible] facilities in Redwood City.

Those lease agreements expire in April and June, with the largest expiring in April. As a result, we expect uses of cash on legacy issues to be approximately $6.1 million in Q3, and $3.0 million in Q4. For all of fiscal 2014, we anticipate legacy cost to use less than $1 million of cash.

We ended the quarter with $62.5 million in combined cash and investments, and $18.7 million in current liabilities, which includes much of our remaining legacy expenses. With the combination of our lean operating structure, and the fact our licensing team is now free to focus on commercializing our substantial IP portfolio. We are confident in our ability to maintain sufficient liquidity, to allow Unwired Planet to optimize our long-term strategic value.

Operator, at this point, we would like to open the call to questions.

Question-and-Answer Session


(Operator instructions).


Thank you, Sir. Ladies and gentlemen, we'll now begin the question and answer session. (Operator instructions).

Our first question is from the line of Charlie Anderson with Dougherty and Company. Please go ahead.

Charlie Anderson – Dougherty & Company

Good afternoon. Thanks for taking my questions. And thanks for all the detail on the model.

So I'll start with sort of a big picture about Ericsson. They reported earlier and they said they had done about $1 billion of IPR revenue in 2012. You're going to get about 6% of their patents. That would imply that the tam for you guys is somewhere around $60 million a year recurring patent royalty. But I wonder if there are sort of puts and takes there for me to consider when I think about their cross-licensing business, the quality of the portfolio. Is there anything you can do to sort of lead us in the direction of what is the size of the patent royalty opportunity for you from the Ericsson patents?

Michael C. Mulica

Thanks, Charlie, for the question. So first of all, we're going to stay away from describing the IP portfolio until we complete closing. And so I think on my prepared remarks, I talked about the closing from our perspective is likely to occur shortly. And we'll give you a lot more details around what exactly the asset base is because it will be public record at that point.

What I can tell you is that the simple math of taking the number of patents as a ratio of their entire portfolio is probably a lot logic. Our team and their team went through a very extensive process for months to construct a unique combination that brought together our assets with a set of assets from them to create something going forward that was unique and was sort of one plus one equals three.

Our perspective is that you're going to be able to witness that once we get through closing and once you can see the combination of the assets at the finest level of detail. What I would say just sort of a leading indicator of why this makes sense just logically, this was a very sophisticated agreement that took months to develop and took the time and energy of both of the boards of each company. And Ericsson didn’t get any money up front for the transaction. And so their incentive to spend that amount of money and that amount of time on constructing this was purely based on what the return would give them into the future. And I think you'll find that a lot of thought has been put into not only the content of the combined assets, but also the timing and the timeline of how the assets play over the coming decades.

But the short answer is, I'm not going to get into the details of it until after closing. But after closing, we will.

Charlie Anderson – Dougherty & Company

Perfect, thank you for that. And then on the Nevada cases, I see there's sort of initial schedules being bandied about in the docket. You mentioned there's a scheduling hearing coming up. I wondered if you could just sort of maybe just ballpark when we might see Markman hearings in those cases. Is it sort of a fall of 2013 type event? Any sense there?

Michael C. Mulica

I don’t think that we're going to talk about scheduling until we get notified. And so e expect to have a couple of meetings coming up in the next couple of weeks as I mentioned. And we'll give you guys a readout as soon as we get more information on what the schedule looks like.

Charlie Anderson – Dougherty & Company

I know it's really difficult to talk about the patent initiative expense because things can really swing around. But I wonder if you guys could maybe offer us a range as we put together a model on where we should sort of pen that so we don’t get way out of whack with you guys.

Eric Vetter

Yes, Charlie, this is Eric. As you just led, it's very much dictated by the pace of the trials. So it is the biggest variable that we do have. That said, I think we look at it in broad ranges. It could be as low as $1 to $2 million at quarter to $5 to $6 million at quarter depending on as I said, the pace of the litigation. The farther we get down the line here, we're in the early stage. The Nevada cases, it's a lower – requires less amount of resources as we get farther into it closer to Markman, that kind of thing, it ramps up quite a bit. So hopefully that's helpful.

Michael C. Mulica

Just layer onto Eric's comments, when you think about our model, Eric talked about three buckets, and so the legacy and historical cash consumption is going to go away next quarter. And so that's not something we'll talk about going forward. And the OpEx for the business going forward is going to be so low, we're excited about that. So the attention is going to be around what we're doing from a litigation standpoint.

And I'd like to emphasize – and this is part of the Ericsson answer and what we thought was important in terms of that agreement. We're not a litigation company. We're a licensing company. And it's by no means our intent to be in the market litigating across the globe. We certainly will do it when we have to. But we feel the combination of the assets that we'll be able to bring to bear in this combined portfolio will make it very clear that we have a seat at the table and a stake in this market. And so the likelihood that our licensing business will be much smoother and much more predictable going forward is quite a bit higher as a result of the arrangement that we made with Ericsson back earlier this month.

Charlie Anderson – Dougherty & Company

Perfect, and then just sort of a question around the cash burn. I know you've got the headquarters subleased sort of overhang. But it sounds to me like there's maybe another $3, $4 million associated with other stuff. And I was wondering what that was. Is it still hangover from the products group transition? Is it sort of restructuring the payouts?

Eric Vetter

No, Charlie, as I mentioned in my prepared remarks, we're looking at approximately $6 million this quarter and $3 million the next quarter, so $9 combined. Of that $9, over two-thirds of it are directly related to two facilities. And then the balance of it is related to two other facilities, much smaller in Minnesota and Massachusetts as well as just some final transition issues, or transition costs associated with employees that are still – that will finally transition out of the business over the coming couple months here. That's the big buckets of it.

Charlie Anderson – Dougherty & Company

That's great detail, thank you so much.


(Operator Instructions). Our next question is from the line of Mike Latimore with Northland Capital. Please go ahead.

Mike Latimore – Northland Capital

Thanks for taking my questions. I guess just curious, so once a deal closes, you talked about having an analyst day. What kind of topics will you be able to discuss? I guess you'll be able to discuss kind of the patents that you have and how they stay with your patents. But ongoing information, what kind of things will you be able to share? I'm guessing a lot of this you won't be able to share.

Michael C. Mulica

Yes, thanks for the question, Mike. So I think at first blush, one of the – the independent variable in this whole discussion is what are the assets that we're going to license to the industry. And what is the target market? And what do we believe given a much clearer understanding of those assets our value proposition to be? And what's our sort of total available market look like?

And so I think that what's missing from your calculus and the rest of the investors is a clear understanding of what exactly do we have. And how exactly is that asset capable of being used?

And so my hope is that we're in a position after closing to be able to give you much – you'll have access to the data because it will be in the public domain as the patents are brought together under a single portfolio. And you'll be able to see how they apply to the marketplace.

Mike Latimore – Northland Capital

Great, and that's fair. And I guess, will you be able to talk at all about which companies you're kind of talking to about the patents? Or is that going to be something you're not able to provide much guidance around?

Michael C. Mulica

I think that one of the nice things about this market and one of the areas that we'll try to do better on from a company perspective is – we're fairly unique. But we're also something that you can wrap your heads around. We have a unique focus on the mobile marketplace. And so the market segments that we'll license to are dominated by very concentrated markets. And so it will be relatively easy for investors to be able to correlate our assets to who our potential licensees are once you understand at a level of detail what the assets are.

So it's not as if we're targeting 15 different vertical markets. We're targeting a set of verticals that all have a single ingredient that's the mobile internet.

Mike Latimore – Northland Capital

Okay, how about any update on the Microsoft payment, the status of that?

Michael C. Mulica

Not only that it still is in a position where it's sort of unilaterally our option to control receiving that payment.

Mike Latimore – Northland Capital

And then beyond, obviously trying to get licensing arrangements with your patent portfolio. Are there any other kind of important partnerships you might seek this year? And I guess secondarily, are there any other patent assets that might make sense to add to the portfolio this year?

Michael C. Mulica

Yes, that's an excellent question. I think you'll find us – we've done a great job of engaging the industry and finding our sort of sweet spot particularly with the arrangement we have with Ericsson.

We continue to talk to people about how to refine our approach. And I suspect this is the type of company that sort of has a signature working with other companies, emblematic of our Ericsson agreement. So I wouldn’t be surprised if I were you if this isn't the last – you don’t hear about the lower partnerships and arrangements and collaboration as we move into the marketplace this year.

Mike Latimore – Northland Capital

I guess my very last question, which is probably hard to hedge, but what's your view on the ability to start generating somewhat material license revenue in calendar year '13?

Michael C. Mulica

We're very confident in our portfolio. And once we get through closing, we're very confident in the team that we have in place as Eric talked about. Tim and Daniel are great talents. And McCool Smith and the other virtual extensions of that team are best in class. So we'll be a company that's maniacally focused on the mobile marketplace with arguably the best patent portfolio in the world. And arguably, the best team in the world to pursue those license arrangements. So there's not much that's going to hold us back at this point.

Mike Latimore – Northland Capital

Thank you.


That does conclude the question and answer session for today. I'd now like to turn the call back over to Mr. Mulica for closing remarks.

Michael C. Mulica

Great, thank you. Thanks everybody for joining the conference call today. We'll look forward to the next opportunity to speak with all of you and let you know about our progress and successes as we move forward through the year. Have a great day.


Ladies and gentlemen, this concludes Unwired Planet's second quarter 2013 conference call. If you'd like to listen to a replay of today's conference, please dial 1-800-406-7325 or 303-590-3030 with the access code of 4592391. Thank you for your participation. You may now disconnect.

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