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Unwired Planet, Inc. (NASDAQ:UPIP)

Business Transaction & Legal Issues Conference Call

March 21, 2014 08:30 PM ET

Executives

Lauren Stevens - IR

Phil Vachon - Chairman

Tim Robbins - VP, General Manager - Intellectual Property Division

Daniel Mendez - VP, General Manager - Intellectual Property Division

Eric Vetter - President and CAO

Analysts

Mark Argento - Lake Street Capital Markets

Charlie Anderson - Dougherty & Company

Mike Latimore - Northland Capital Markets

Dan Weston - WestCap Mangement

Nicholas Rodelli - CRFA

Operator

Good morning ladies and gentlemen, and thank you for standing by. And welcome to the Unwired Planet announcement. During today’s presentation, all parties will be in a listen-only mode. Following the presentation, there will be a question-and-answer session and instructions will be given at that time. (Operator Instructions) And as a reminder this call is being recorded today, March 21, 2014. I would now like to turn the conference over to Lauren Stevens. Please go ahead.

Lauren Stevens

Thank you. Good morning and thank you for joining us today to discuss Unwired Planet’s recent announcement. Joining me today are Phil Vachon, Chairman of the Board of Directors; Eric Vetter, President and Chief Administrative Officer; as well as Tim Robbins and Daniel Mendez, the Executive Vice President [indiscernible]. For your convenience, this call is being recorded and will be available for playback on our website at www.unwiredplanet.com.

Any statements made on this call with respect to future events or expectation including statements regarding the Company’s licensing activities and expectations regarding enhancing shareholder value are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. These forward-looking statements do not constitute guarantees of future performance and are subject to many risks and uncertainties that could cause actual results to differ materially from those projected. Notwithstanding changes that may occur with respect to matters relating to any forward-looking statements, Unwired Planet assumes no obligation to update the forward-looking statements included in this call.

For a detailed discussion of these and other factors that may cause these forward looking statements not to come true, please refer to the risk factors discussed in Unwired Planet’s filings with the U.S. Securities and Exchange Commission including the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2013. These documents are available at www.sec.gov or Unwired Planet’s website at www.unwiredplanet.com.

With that, I would like to turn the call to Phil. We will then open the call for your question-and-answer session. Phil?

Phil Vachon

Today, we have three events to brief you on. First, the license agreement for Lenovo, the second, the sale of some of our patents also to Lenovo, and the third, a series of lawsuits recently filed in Germany and in the U.K. These initiatives didn’t spring fully formed overnight. In fact we've been working on all of these for months. We haven’t had much to say off late but that doesn’t mean we weren't busy. Fundamentally, this is a cadence of this business. When you have a portfolio as significant and valuable as Unwired Planet, we’ve got long periods of arduous work behind the scenes and concurrent public filings, followed by periodic announcements of the significant achievements.

Now let’s go to the announcement in hand and discuss each transaction individually. First, the license agreement. We’ve granted Lenovo a term base portfolio wide patents, in return Lenovo has agreed to pay a per unit royalty, has made an upfront prepayment on these royalties. We thank Lenovo for their vision to reach agreement with us on a consensual non-litigation basis. It was actually pretty refreshing not to have deal with the usual legal drama of the patent world. The cost to both of us in this transaction was relatively minor. Each paid our own fees and expenses for the deal. No contingent fee or ROE patent words will participate in this licensing agreement.

There was no discovery, no expert witnesses, no depositions, no markmans, nothing other than honest cordial business negotiation between the parties. Some part of us regrets contributing to the unemployment rate among the legal community but we’re already over it. As we announced in our 8-K, we will pay a fee to Evercore for their participation necessary to transaction as they played a key role.

This is a milestone achievement for Unwired Planet. This agreement long in the works and significant in scope and magnitude is a template for the cadence of our future deals. It’s easy to do frequent deals when you're satisfied with subpar agreements. When you're committed as we are to ensure fair value for the shareholders' assets, you have to say no to many offers, many of them tempting. To maximize returns for our shareholders only discipline, unwavering patience will do. Unwired Planet’s board and management are committed to this philosophy.

Second transaction is the sale of a subset of our portfolio also to Lenovo. We sold 21 patent families to Lenovo comprising 104 issued patients and 38 pending applications in those families. They're total of 142 patent assets. Those numbers represent about 5% of Unwired Planet’s total worldwide patent assets and about a third of our total standard essential patent assets. As the previously discussed license demonstrates, Unwired Planet retains a very large and valuable portfolio.

So why part with any assets at all? The fact remains that no matter how large any portfolio is, in most cases courts only allow for a small number of assets in any case. If you do the simple math when faced with recalcitrant licensees to get full value for every patent would require us to file about 400 cases which is somewhat impractical at least in the short term.

We balanced this with our need for capital which directly affects our ability to enforce our rights necessary. So to put bluntly investors should not be concerned that we sold the cow because we didn't. We did sell some very valuable patents to Lenovo for which they paid a reasonable price. However even after this transaction, we still own about 2,500 valuable patents. Most importantly we did not sell any of the carefully selected patents that we had previously placed in litigations. Generally speaking, there are many ways to unlock fair value and IT rates and we’ll continue to look for opportunities to sell, purchase and forge strategic relationships where it makes sense. As a reminder, our revenues from both of these transactions are subject to our revenue sharing agreement with Ericsson, profits for U.S. income purposes will be applied against our existing NOL.

The third event was that last week we launched a set of lawsuits simultaneously in the UK and Germany. These are well respected capital efficient and fast used to resolve IT disputes. In addition the EU has a substantial wireless market in total as large as the U.S. We’re asserting patents that were originated from Ericsson or from Unwired Planet cover pretty much every smartphone shipped into the EU in the last 10 years and going forward. Believe me, our licensing team tries to reach agreement with any [indiscernible]. Further, we’re firmly committed to FRAND principles and have established long standing dialogs that could result in size stepping used in the courts to resolve disputes.

However, sometimes we’ve met stone walls and with the one step in turning those walls down. As to forum, we chose to in both locations as we’ve very confident of our patents. The quicker we get judgment days the better. Additionally we’re very conscious of our spending and as mentioned, it costs much less to litigate in Europe than it does in the United States. These courts also follow a loose or pay system which suggests a fine. With other spending reductions, the cost of our litigation in Europe will add about $1 million a quarter to our burn rate. Finally, it also bears mentioning that these losses have been initiated from our long standing subsidiary in Ireland which holds that too.

Let me close by sharing my optimism for this company. We are in conversations with all the records of key players. We see opportunities that do additional transactions like those we are announcing today will bring value to our shareholders. Our terminal and infrastructure standard essential and application patents are critical to a market that’s forecast to ship 1.8 billion units this year alone. We have a planned hearing strong portfolio of key cloud technologies. Company is well capitalized and will be able to enforce our portfolio right as necessary, over the last six months our G&A spend has gone down. We have caps on all of our legal cost, all told, we’re well positioned now to return to work on closing within our pipeline.

So hopefully I have more to tell you in our next earnings call in about a month. But for now let me turn over to Eric and then Daniel for questions on these transactions.

Question-and-Answer Session

Operator

Thank you. Ladies and gentlemen, at this time we will begin the question and answer session. [Operator Instructions] And our first question does come from the line of Mark Argento with Lake Street Capital Markets.

Mark Argento - Lake Street Capital Markets

May be you could help me understand just the deal was really kind of structured in two parts, one was a license to the portfolio and the other was the sales and patents. Any kind of help or guidance you can give us in terms of the economic split there and then kind of dovetail into my next question, does this help establish a rate card for some of the other litigation you guys have going on right now?

Tim Robbins

Hi Mark, Tim Robbins here. Yes, there actually are two separate agreements and one agreement has a purchase price and the other agreement has a per unit royalty with a significant prepayment and you add the two together and you get to a 100, we’re not at liberty to tell you the split, but we’re proud of both numbers I think is what we can say. And given the many of the patents that are licensed -- to your second question, many of the patients are licensed are standard essential and we are subject to and very committed to this FRAND, fair reason were non-discriminatory licensing, we have to make pricing available and consistent. So there is certainly yes in the sense that it does help us establish what FRANDs rates is appropriate, so it actually is a very nice precedent for us and we do intend to use it.

Mark Argento - Lake Street Capital Markets

And the FRAND royalty rate, is that applied to the entire portfolio, is it as simple as that or is it a sub-segment of the portfolio?

Tim Robbins

That is a great question, well FRAND obligations we balance them solely with respect to standard essentially patents. However, we be -- our strategy -- licensing strategy is our entire portfolio on a global basis for a field of use, so for example to build themselves a smartphone we do not distinguish between which patents you get license to and which you do. If anybody ever asked us just put it down and we would, but that’s not been the nature of the conversation, so it’s an all in royalty to build offer for sale and sell smartphone for a single price.

Mark Argento - Lake Street Capital Markets

All right. And then in terms of the patents, I assume at some point you will have to disclose which patents were sold, but is it a blend between legacy Unwired Planet IP and some of the Ericsson assets that you guys brought in or what’s kind of the mix or complexion there if you could?

Daniel Mendez

Sure. It is a mix, I would say that the larger percentage is patents that originally came from Ericsson. So there is a mix in there of both portfolios.

Mark Argento - Lake Street Capital Markets

All right. And then in terms of any additional IP, I know part of the transaction with Ericsson you get additional IP from Ericsson over a period of time. Does this apply this agreement, does that give Lenovo accessed any of the additional IP that you would bring in from Ericsson going forward?

Tim Robbins

As far as the not possession or ownership or but as far as the license is concerned yes they, as part of the license arrangement, they become licensed during the term which I need to point out this is one of the key aspects here to highlight here is the term base nature. But during the term, they will be licensed to patents that we obtain in the future.

Mark Argento - Lake Street Capital Markets

Okay. And then Eric, kind of more of a balance sheet question for you. In terms of now, I assume you are going to be able to be NOL or the basically tax shield you have are fairly significant. So, I assume you won’t be paying any taxes on your percentage and I assume given kind of the rate split or the rate card split on the revenues with Ericsson that you get to keep roughly 80% of this in terms of what’s attributed to Unwired Planet, is that a fair assumption?

Eric Vetter

Yes, everything, yes, Mark, everything that we net from this, we think will be fully shielded and will be used against our NOL right. And you are right, this is our first year as a 100 million and Ericsson gets 20% of that, so we'll get, that will be the split of the top-line.

Mark Argento - Lake Street Capital Markets

Then in terms of I know you have some debt in the transaction, the capitalization or a capital raising transaction I think it was last year. Given where the balance sheet will be once you close this transaction, does it makes sense to keep that on the books, does it make sense to pay it off in terms of saving some of that interest expense, have you thought through that at all yet?

Eric Vetter

Well, Mark, I would say we have and just opens up more and more possibilities to us to evaluate those. This deal is exciting on a lot of levels all the way down to the mundaness of having some really fun accounting things finally to deal with versus what we have had over the last year and so we need to do a lot of -- we have to do fair value work because it is a multi-element transaction. We need to figure out how it’s all going to end up hitting on our financials and then through that we'll be evaluating as we always do what are some of the best uses of our capital and it clearly gives us more flexibility as we go forward.

Operator

And our next question does come from the line of Charlie Anderson with Dougherty & Company.

Charlie Anderson - Dougherty & Company

Good morning. Thanks for taking my questions and my congrats as well. I wondered if you guys could discuss whether there is a past sales in the royalty portion that it covers and then also for covering full global or if there is any carve outs for somewhere like China.

Tim Robbins

Yes, hey Charlie. There is, if you are actually looking, Lenovo's very recent to the market but as far as the path if you turn, there is, yes, there is a resolution of any past activity although outside of China, it hasn’t been extremely large so far but we're certainly rooting for them to do that now. I am sorry the other question?

Charlie Anderson - Dougherty & Company

Where there are any geographical carve outs in terms of the per unit?

Tim Robbins

There are some geographical features to the license. I can’t get any more specific than that I am afraid, but it is generally speaking worldwide.

Charlie Anderson - Dougherty & Company

Great. And then on the -- I wonder how [indiscernible] you’ll do this looking at InterDigital, they’ve done deals where they get a prepayment of royalties and then they basically just straight line amortize it over the term, they are the kind of the Company you want to look like when you grow up to a degree. I wonder if you'll recognize like that.

Eric Vetter

Hey Charlie, this is Eric. As I was mentioning earlier, we need to finalize all of our accounting treatment. We do have, as I think Tim brought up a bit ago some future deliverables that we have to look at which is usually the thing that influenced a lot of how much you can recognize going forward. So, we hope to have that -- well we will have that clear by the time we get to our quarter end conference call but we’re looking at people like InterDigital others how they’re doing it and taking our time making sure we get it step up as we just pointed out, it’s the first deal and we want to set the right precedence because we expect more to follow.

Charlie Anderson - Dougherty & Company

Got you and then I’m wondering I think I heard this right, did you say a third of the essential patents went out the door in the transaction, did I hear that right?

Tim Robbins

Yes, it's a third of the essential patent assets, yes.

Charlie Anderson - Dougherty & Company

Got it and then, I guess what I’m wondering is that a pretty representative sample of the total meaning might be the best there or might be the worst there or maybe just a representative standpoint, I mean just any color you can give us there and also maybe 3G, 4G complexion would be helpful as well.

Tim Robbins

Well, I would say that it is a representative sample I would emphasis though that none of the patents that we have currently in litigation around the world were involved in the transactions. So, as Phil said, we definitely did not sell the cow out here.

Charlie Anderson - Dougherty & Company

Got it and in terms of the 10 million for additional [indiscernible] can you just maybe just a little color what necessitated that?

Tim Robbins

So, unfortunately we have two different confidentiality obligations on that one both with Ericson and with Lenovo that we have to respect. I can’t really get into the why but they played an important role, those patents played an important role and that’s the nature of it but I don’t think I can tell you much more than that.

Charlie Anderson - Dougherty & Company

Got it, and then last one from me sorry to chew up some much time. I wonder if you can just speak to maybe the unique characteristics of Lenovo, why them, why would they be first, how can we extrapolate, maybe how they look at things to maybe some other people in the world in terms of who else might do something like this.

Tim Robbins

Yes. Sure. Well, they are as far as the western world is concerned, they’re extreme an upcommer in mobile phones, I think we all know them best for their laptop explosion around the world and I personally think they’re pretty well situated to repeat that in the phone business. I am not really the actual numbers expert but at the risk of talking a little bit about what I know about their numbers and they I believe they’re first or second in domestic market in terms of smartphone sales, I think last numbers I’ve seen 95% of their sales historically have been domestically in China, but I perceive that they have global aspirations, I think we probably all know about their -- that they’ve announced the transaction to buy Motorola which will further expand their footprint and they’re very good at building hardware devices and distributing them. So, obviously because this is a royalty agreement, we are now Lenovo’s biggest fans and we’re rooting for them to do well in more markets.

So, there I believe I’ve seen them climb fastest, so the OEM top 10 list, which is something we watch very carefully, I believe they all have been the fastest climber over the last year for not being in it to maybe even I think I’ve seen ranking as high as third or fourth strictly to include the Motorola volume. So, they maybe a rocket ship in mobile.

Unidentified Company Representative

One think that I will like to add to what I said earlier about the [indiscernible] essential patents. I would like to point out, I mean the license component of this transaction is significant and the license is for the remaining patents. So obviously they said that we have retained is important enough to command a significant license.

Charlie Anderson - Dougherty & Company

Perfect, that’s a very good point and I appreciate that. Just to follow up, I guess I’m more wondering Tim what made Lenovo unique to do this deal versus others you’ve seen stone wall you over time and maybe was there a recent event either in their business or in the political climate that caused the dam to break. Just any color on that will be helpful to think about why other people might do a deal as well.

Tim Robbins

It is a good question. I couldn’t -- it's a better question for them, I’ll be speculating about what their motivations are. But I will say that as Phil pointed out, the cadence of this business must be frustrating to watch for you guys. This is one of many conversations that have been going on and someone will be first. So I almost -- I guess I'd almost say maybe they are not extremely unique as it relates to licensing, they just have been the easiest to deal with and most reasonable and have gotten to the finish line first.

Operator

And our next question does come from Mike Latimore with Northland Capital Markets.

Mike Latimore - Northland Capital Markets

Thanks a lot. Just curious if the Motorola acquisition by Lenovo, are those Motorola volumes included in this deal as well?

Phil Vachon

So that deal's not closed yet, so they are not part of this deal at the moment. And I won’t tell you exactly but there is some element of the potential for them to be included if and when it closes. So it’s clearly not part of the deal today.

Mike Latimore - Northland Capital Markets

Got it. And then just to be clear, is all of the $100 million here, is that all going to be basically included in the revenue share deal with the Ericsson sort of count against that sort of first 100 million or is it a portion of 100 that goes against that revenue share deal?

Phil Vachon

No Mike it’s all 100, Ericsson -- our deal with them as we share, have the share in all revenue generated.

Mike Latimore - Northland Capital Markets

So even though you bought some extra pounds from Ericsson, there is a whole 100 that still grows against that agreement, right?

Phil Vachon

Yes, basically they share on the topline, we purchase some -- acquired some shares or some patents from them which will be outside of this deal. So they’ll take their percentage of the topline plus that.

Mike Latimore - Northland Capital Markets

And then just back on the sale versus licensing value here, I know you can’t really detail that too much but can you clarify whether the licensing agreement was maybe the majority of this 100 million?

Tim Robbins

The closest I think we’re going be able to -- I’ll jump on this for a second. The closest I think we’re going to be able to -- we have some just non-disclosures around this. But what we will have to do which isn’t necessarily going to be tied to -- isn’t going to be based off the contract, is we’ll have to do some fair value work to allocate some things. But beyond that I don’t know Tim, Daniel I don’t think there is anything more we can really say.

Phil Vachon

I mean I guess I have to stick with being proud of both numbers, and have to leave it at that.

Mike Latimore - Northland Capital Markets

As it relates to just Lenovo itself, I guess does this deal relate just to their smartphone business or is it tied to other wireless technologies they may have embedded in their laptops or tablets or anything like that?

Phil Vachon

It applies to the products that they make that would need a license; it’s defined by our portfolio.

Mike Latimore - Northland Capital Markets

And then kind of the royalty rate here, but was the basic calculation a percent of the total value of a phone or was it a segment of the phone and then the royalty rates applied to that, can you provide any color on this?

Phil Vachon

Yes, I’ll tell you it’s a per unit amount quoted in U.S. currency rather than a percentage. And I will also say that we have had a price expectation for all of our licensees for worldwide phone sales. And by virtue of selling a portion of the essential patents, we have taken an appropriate reduction top of what we would have charged. And then basically got a nice comparable to what we were seeking minus the value of what we sold. So I hope that helps.

Mike Latimore - Northland Capital Markets

Yes, and then just last. I mean over the last couple of quarters you seem to talk about maybe a little bit tougher environment and there has been some lawsuits. But I guess, now I know you can have a concluded negotiation here in licensing agreement I guess can you generally characterize how you view the environment heading into 2014 here?

Tim Robbins

Yeah sure, it is I mean obviously Phil talked about, we did file additional litigation, first time we've done that with any standard essential patents which we don’t take lightly. I guess the environment is volatile, it’s productive but it’s slow and I think even if you convince folks technically you ultimately need [indiscernible] we're seeking you need senior buy in at these companies and that’s an incredibly long sales cycle.

Phil Vachon

And I would add that the year is shaping up well for us, if you take a look, there have been some developments in the -- and agreements that have been made worldwide, Erickson, Samsung agreement being one of them that we think that are going to facilitate a lot of the discussions that we have that we are currently having.

Tim Robbins

Plus yet, plus this deal itself I mean the first one is by far the hardest.

Operator

And our next question does come from the line of Dan Weston with WestCap Management.

Dan Weston - WestCap Mangement

Yes, hi, good morning and thanks for taking the questions. Congratulations on the deal, most have been answered by now, but a couple of quick ones, just to clarify, the patents that you’ve sold in [indiscernible] licensing deals with, are those for products that Lenovo currently has shipping now or they will be developing in the future?

Phil Vachon

Yes, so they are shipping now and but they have so far as I understand they have aggressive plans to add to their product line and to also expand in to the world markets. But yes these products currently exist, they currently sell them and I think last I saw I think I mentioned that I think they’re already in the top five maybe in sales on smartphones.

Dan Weston - WestCap Mangement

Very good, thanks for clarifying and then I know you can’t talk about exactly what the split in terms of upfront versus royalties but can you give us a sense of when you think we might be able to expect the first of the royalty part of the deal start ticking into the income statement?

Tim Robbins

Well, all 100 million is up front and part of it is related to royalties, so when we do our accountings work here, some of it will hit out immediately as soon as we get going as soon as appropriate anyway and then we’ll fill out over an appropriate amount of time. How soon we get Erickson or excuse me how soon Lenovo burns through the prepayment, it’s a very -- it’s a significant upfront payment so you know this is a five year term agreement.

Phil Vachon

I would say that it’s also wholly dependent on how successful their efforts are, if they’re extremely successful and become like Tim said a rocket ship then you would expect those payments to come in sooner rather than later but it’s kind of dependent on them.

Dan Weston - WestCap Mangement

Got it, but I think you just mentioned that the first part of the deal, the upfront payment is significant, so that obviously hits the balance sheet in a fairly soon timeframe.

Phil Vachon

Right, we’ll have the piece hit the income statement on the sale, we’ll have some stuff still left on the balance sheet related to the license and then we’ll have to find the appropriate manner and timing in which to recognize that over. And that’s work that we have undergoing and just not ready to state specifically what it is as this stage.

Dan Weston - WestCap Mangement

Okay, I understand, that’s fine. And the purchase from Erickson on the 10 million of additional patents, does that get paid to Erickson right away on an upfront basis?

Phil Vachon

Yes, it does.

Dan Weston - WestCap Mangement

Okay and lastly just to cover our bases here, this particular deal with Lenovo on this particular patent family that’s not exclusive to Lenovo now, you can still license some of those same patent families and specific patents to others for the exact same features.

Phil Vachon

Yes, correct, it’s non-exclusive license, we have the right to license the rest of the market and that’s our sole goal.

Operator

And our next question does come from the line of Michael Hess with [Hess Investors] (ph).

Unidentified Analyst

I just wanted to clarify how the royalties were going to work going forward. I know you just spoke a little bit about that. You’re saying that there is a potential for future royalty payments from the Lenovo transaction depending on how fast they sell product going forward but that there might not be any more royalties going forward because they made a prepayment, is that accurate or can you give me more color there?

Phil Vachon

Yes, that is accurate. Their expansion plans have a -- and success have a very direct effect on future royalties, so if they unsuccessful expanding their business, we wouldn’t see new royalties for a long time.

Unidentified Analyst

Is there a chance that we may have to give the money back if they don’t sell enough handsets to cover the prepayment or we guarantee the 100 million?

Phil Vachon

No, absolutely no refunds. No chance we'd have to give it back.

Unidentified Analyst

And let's say they grow at a moderate pace, would we expect but not -- best case scenario or worst case scenario, would we expect future royalty at some point?

Phil Vachon

Not for a few years, if they were only at a moderate pace. But yes, eventually expect them to exceed the prepaid credit.

Operator

And we have time for one additional question and it does come from the line of Nicholas Rodelli with CRFA.

Nicholas Rodelli - CRFA

Good morning. Thus my question has been answered, a quick clarification. Should we assume from the color you’ve given on this call that Ericsson write first refusal on their January 2013, MSA, won’t come into play here, sounds like Ericsson has been closely involved instruction of this deal?

Phil Vachon

We have navigated that and it is not -- will not be a factor.

Operator

Ladies and gentlemen, at this time, I would now to turn the call back over to Eric Vetter for closing any comments.

Eric Vetter

We are excited that to have this call today and we’d like to thank everyone for joining us. And thanks our shareholders for their continued support in Unwired Planet. Being able to share this announcement with you is something we’re very pleased to do, I know, it is what you’ve been waiting for. Looking ahead the 2014 and beyond, we will continue to execute on our global strategy and look forward to sharing more information with you on our next earnings call in early May. Thank you again for your time and support today.

Operator

Thank you. Ladies and gentlemen, that will conclude the conference call for today. If you would like to listen to our replay of this conference, you may do so by dialing either 303-590-3030 or 1800-406-7325. You will need to enter the access code of 4675723. These telephone numbers once gain are 303-590-3030 or 1800-406-7325 with the access of code of 4675723. Again, we do thank you for your participation on today’s call. You may now disconnect your lines.

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