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Executives

Michael C. Mulica - President and CEO

Anne K. Brennan - SVP and CFO

Lauren Stevens - The Blueshirt Group

Analysts

Charlie Anderson - Dougherty & Company

Unwired Planet, Inc. (UPIP) Q1 2013 Earnings Conference Call November 7, 2012 5:00 PM ET

Operator

Good day ladies and gentlemen, thank you for standing by. Welcome to Unwired Planet’s First 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, Wednesday, November 7, 2012.

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

Lauren Stevens

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

Before we discuss the results of the quarter, I want to remind everybody that we’re operating under the rules of Regulation FD. The first 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 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’d 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’d 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’ve continued on our aggressive pace in changing our Company from a software product company to focusing on a multi-pronged intellectual property licensing and enforcement business.

During the first quarter, we added enormous amount of activity and we hope you share our enthusiasm for the foundational improvement of these developments having our ability to increase the value for our stakeholders. To keep you inform, we created a blog to keep investors up to-date on the advance as much as possible. There are a number of changes that have occurred and are occurring that we would like to discuss with you on today’s call.

We have accomplished a significant amount since last quarter’s call to refocus the Company to better do our strategic plans. As we move on, let me cover the high level numbers that Anne will detail later. Consistent with our transition we had the minimum revenue in the quarter. However, we managed operating expenses in an effort to achieve our goals and had cash usage of approximately $15 million, which was at our expected levels.

Our patent initiative expenses were inline with our expectations, but were generally high in the quarter due to the ITC case. The good news is that we can reduce 60% to 70% of those expenses and materials in the Delaware case. We’re pleased that we hit our mark on cash, business transformation, and portfolio exposure and believe we have moved at an incredible pace to achieve significant transformation on a cost efficient rapid timeline.

Among the more pricing developments and the changes to the Board and Executive Management Team we announced today as well as the relocation of our headquarters to Reno, Nevada. Even though moving the headquarters and the Company’s dramatic change, Anne has decided to leave the business. As we finalize the implementation of our new corporate platform in Reno, Nevada, we’ve created a new role in this streamlined organization for a combined Chief Administrative Officer and Chief Financial Officer.

I’m proud to communicate that Eric Vetter has joined us to lead us into the future. Eric brings more than 20 years of financial and general management expertise, including a significant experience phase in intellectual property-based businesses. Most recently, Eric was a consultant to Aristocrat Technologies where he was responsible for reviewing the company’s strategic planning and cost saving initiatives. Earlier he served in a variety of roles, including Senior Vice President of Finance and Accounting at international Game Technology where he was responsible for M&A, Treasury, Operational Finance Functions, etcetera. Eric has significant experience in international business, managing complex transactions, and managing [nation] to multi billion dollar revenue streams.

Anne has been with the Company since 2001. She has risen for the ranks and all the way to become CFO and has set a pillar of this Company through all of its changes. The Board and I thank Anne for helping to drive and organize the change of Openwave into Unwired Planet. She is working with Eric to ensure a smooth handover of responsibilities and will continue as an advisor to the Board.

Also we recently announced we’ve added Mark Jensen to the Board of Directors, who brings more than 30 years of experience providing audit, and financial consulting services. His experience working with high-tech companies coupled with a strong understanding of corporate governance will augment the Board with key financial insights as we continue to reposition the Company. He replaces Brian Beattie, who left the Board as of our Annual Meeting. As of yesterday’s Annual Meeting we’ve completed the transition of the Board of Directors from nine Directors when I joined a year-ago to five Directors including me as we move forward. I feel we now have a very strong Board, size, structure and skill set aligned for our ongoing platform.

We’ve wrapped up a number of legacy items in the last quarter and the last divestiture of the restructured product business is behind us. As the relocation expenses pay for us by the end of this year, we will have completed the transition services agreement with the buyer of our products business and most of the expense is associated with relocation and the TSA will seize by the end of the year. The goal is to have a low cost, clean, intellectual property focus platform to move into calendar 2013.

Cash preservation and cash generation is one of our highest priority as we believe within the quarter we will have stabilized our cash flow statement. Our transformation is close to complete and we’re not standing still as we continue to drive efficiencies and monetize our IP.

We revealed part of the plan when we announced our corporate headquarters move to Reno, Nevada. When we considered that there are (indiscernible) with a 20 people in our business and evaluated our new and focus mission, we’ve the opportunity to consider the best location for our headquarters. After exploring a number of options, Reno was the obvious choice.

Nevada is a business friendly, cost efficient and convenient location from which to run our intellectual property business. Further r Nevada’s federal courts have developed specialized procedures to handle complex patent cases. And as a result we believe that Nevada district will be an ideal venue to resolve these matters with efficiency and expertise.

Operationally, we’ve accomplished tremendous amount over last year and we anticipate a very low cost, fixed overhead moving forward, as all of our material liabilities are extinguished – which are extinguished with regard to the products business sale. I believe we’re now achieving a steady state environment where our expenses and total focus is on IP.

Our patent initiative expenses will come down significantly next quarter as the new IP action require minimal expenses for the first couple of quarters and when the future become completely controllable.

As you can imagine we’re looking at opportunities to share risk reward on cases to minimize cash burn. Our steady state G&A model going forward is approximately $1.5 million per quarter. We believe this is world class for a public company in our business. We announced two patent infringement complaints in Nevada in September against Apple and Google. The two separate complaints filed in Reno, Nevada, Unwired Plant has charged Apple with infringing 10 of its patent, and has charged Google with infringing 10 different patents. Together the two cases charge the infringement of a total of 20 patents related to smart mobile devices, cloud computing, digital content storage, push notification technologies and location based services such as mapping and advertising.

Our team internal and external conducted a careful review of the business and its assets before filing this complaint. We believe these patents represent a strong advantage of the Company’s initiatives. We're in the preliminary stage of this proceeding, but will keep you appraised as best we can as developments occur. Our first major lawsuits the parallel ITC and Delaware suits had some significant developments in the quarter and in October of the present quarter. We encourage you to read at our blog for the details.

In summary, we were disappointed with the series of rulings stated by ALJ Gildea which are detailed in our blog, most notably his claim construction ruling. Rather than proceed with the costly ITC trial, we could not win based on the claim construction. We determined that within shareholders best interest for us to terminate the ITC investigation which would allow us to turn our focus to our pending cases in the Federal District Court of Nevada and Delaware. The Delaware case was filed in August of 2011 in parallel with in involving the same patents as the ITC investigation and provides us with fresh opportunities to seek revised claim construction that are more favorable.

Obviously Judge Gildea’s ruling was a disappointment, but we personally inhibited to preserve the work we’ve done and now are moving forward in Delaware. We obviously have a strong intellectual property and we’re taking the appropriate actions to create shareholder values in licensing and partnering efforts. The lawsuits represent a major portion of our strategy to protect our patent value and our licensing.

In parallel to licensing initiatives we continue to evaluate our strategic alternatives with our partner Evercore Partners. As I have said in the past, we see a number of avenues available to the Company to maximize the value of our assets. We continue to be reinforced that other big industry participants share our enthusiasm. One non-reoccurring expense during Q1 is the material amount of expense that was devoted to professional fees associated with the pursuit of strategic alternatives. We expect these expenses to be in the last stages and will decline in future quarters.

We're on target for completion of our move to the IT platform in Nevada by January 1, 2013. We're proud of the accomplishments this quarter and pleased with the progress we’ve made. To reiterate, we have completed our transformation and find ourselves laser focused on our portfolio monetization efforts. We can now lean forward with a highly cash efficient and effective platform for Unwired Planet going forward. I’m confident we have created a platform and a model that will yield an oversized outcome for shareholders that reflects the value of our foundational IP portfolio.

In closing, I appreciate all of you that have been with us through the transformation, we’ve been conducting over the past year and we will work hard to make sure your patience is rewarded as we experience the benefits of our valuable new position.

At this point, I’d like to turn the call over to Anne to discuss the numbers.

Anne K. Brennan

Thank you, Mike and good afternoon everyone. In fiscal quarter one; we experienced an $8.1 million non-GAAP losses from ongoing operations during the quarter. Please see the press releases financial table for a reconciliation of GAAP net loss, the non-GAAP net loss. I will walk you through the individual line items of the income statements to help explain our ongoing business.

Revenue in the first quarter were $3,000 and related solely to royalties from our first patent deal signed in September of 2010. Non-GAAP patent initiative expenses of $5.3 million includes the cost of employees directly involved in support of existing new patent customers primarily through litigation as well as external legal fees incurred. These continue to be the most significant and variable component of our cost base. Non-GAAP patent initiative expense’s exclude $0.3 million for strategic costs. Non-GAAP general and administrative fees of $2.8 million include employee cost, including executive finance, HR and IT as well as external audit and other public company costs. These excludes $0.4 million of stock based comp and $0.6 million of strategic costs.

Our headcount at the end of fiscal quarter one for those employees who are solely engaged in supporting the core business was 11. In the first fiscal quarter, additional headcount with employees throughout (indiscernible) to provide the services to the wire of mediation and messaging [for the clients]. Now with the exit of these employees and the targets attaining of IP professional, we expect our targeted headcount for the ongoing business to be 15 to 20 employees.

Restructuring expense of $0.5 million primarily relates to $0.3 million charge related to the relocation of our corporate headquarter in Reno, Nevada. The $0.8 million loss on sales represents an alliance for the settlement of own networking capital adjustments with Openwave Mobility during the quarter. In April we announced the sale of our product business for Openwave Mobility Inc.

As a result of this sale, the operations of our product business have reported as discontinuing operation in all (indiscernible) present. Discontinued operations of $4.5 million represent the net results of the product business which primarily consists of the excess cost of providing the TSE services and facilities beyond the fee to exceed, a $0.9 million in amortization, $0.7 million in professional fees and $1.1 million in change of control obligation.

In line with expectations, during the quarter we used $15.7 million in cash. $14.8 million was from operation which includes $4.3 million related to discontinued operation, $4.1 million in payments related to these facilities and $6.4 million from continuing operations. We also paid $1.9 million in transaction costs incurred in the prior quarter in connection with our sales in the product businesses and we see $1.3 million from exercises of employee stock option. We also had $0.3 million decrease in investments due to amortization of premiums and discounts. As part of our ongoing plan to streamline the business earlier today we announced the restructuring plan in relation to the relocation of our operations to Reno, Nevada which is estimated to cost approximately $1.5 million, $0.3 million of which we expensed in fiscal quarter one.

In closing, I’ve enjoyed my experience here on Unwired Plant and before that Openwave Systems. I would like to thank the Board, the Executive Management and the broader team for their guidance and support. I have every confidence that you’re in very capable hands with this new Board and Management Team and the Company has set a strong foundation to realize its potentials.

Operator, we would now like to open up the call for questions.

Question-and-Answer Session

Operator

Thank you, ma’am. (Operator Instructions) Our first question is from the line of Charlie Anderson with Dougherty & Company. Please go ahead.

Charlie Anderson - Dougherty & Company

Good afternoon everyone. Thanks for taking my questions. I guess I’ll start with, what happened in the quarter in terms of the ITC case and just how that’s impacting some of the discussions you’re having with, in a potential pattern license fees and maybe around price, maybe around timing; just any sort of color you can provide on sort of how that’s trended since that decision?

Michael C. Mulica

Hi, Charlie, it’s Mike. So, I would say that the impact of the ITC case on other licensing discussions has been a non-event. I don’t think it’s had really any impact in terms of timing and or value whatsoever. So, I think to a certain degree the feedback that we got late summer was that people were anticipating this maybe not this exact outcome in terms of the Markman ruling. But it was sort of anticipated that the structure of the ITC relative to the cases that were put into play had risk and it really hasn’t affected the rest of the discussions that we’re having around the overall portfolio at all.

Charlie Anderson - Dougherty & Company

Got it. And then a question on the sort of the strategic opportunities. I noticed the strategic costs line item and I think I heard you say that trends down, so I am just trying to kind of figure out what is the activity there and why would it trend down and any light you can transfer to what process you’ve undergone and what process you undergo in terms of that?

Michael C. Mulica

Yeah, so I think in the past we announced that we were working with Jefferies & Company to divest the product group. We haven’t to date announced that we’ve engaged Evercore as our strategic partner around looking at a variety of other alternatives around monetizing our assets, and so, that’s one piece of this I guess that we released today. In terms of the cost themselves, as I’ve said all along over the course of the last five or six months as we’ve been on the other side of divesting at the product groups, there’s a lot of interest in our IP portfolio and there’s a lot of -- there’s a variety of different approaches that we can take in order to be able to maximize the value for all of you folks.

And so, I’d say number one, we’re lucky to be working with Evercore, they’ve done a lot in this space recently and have a great deal of expertise on how to think about the current state of the market, and think about the various avenues available to us to take advantage of where the market is at, and so you’ll see that work that we’ve done with them is reflected in that expense line. And so, we’ve done a lot of work and as I’ve said in my script, a lot of what we had put in place is where the body of the costs have been, and you’ll see that trending down or stopping as we move into next quarter.

Charlie Anderson - Dougherty & Company

And I think I heard you say that patent issue of expense will come down meaningfully over the next couple of quarters, but I don’t know if I heard the number there.

Michael C. Mulica

Yeah, I didn’t forecast the number, Charlie. What I can tell you and I’ll reiterate the model that we’re moving towards. So, when I talked about a steady state model and where we think we’re at in the transition to that steady state. We’re moving to this new headquarters in Reno, Nevada and you can imagine that the cost basis of doing business there is much lower. We’ll have something on the order of inside the Company, 15 or 16 people.

And so, the first thing I’d like you to think about from a model standpoint is we’ll be approaching approximately $1.5 million quarterly expense run rate to run this Company separate from litigation cost. And so that’s from a going forward standpoint as we transition over the coming quarter to make sure we completely eliminate all of the legacy costs. We’re going to be in a position where we have a really low cost public company platform in Reno, Nevada that costs us on a fixed basis about $1.5 million.

What we’ve forecasted in the past in terms of the model that we're moving towards is roughly $4.5 million quarterly expense run rate for litigation expenses. And so that’s on a model basis. What I also mentioned is that we’ll be working closely with our partners, our legal advisors and IP advisors and general outside advisors to make sure that we can stabilize that number and get as much leverage on it as possible. So, imagine us being in a position where we’re sort of in the $6 million to $7 million quarter-over-quarter run rate for our business excluding any onetime events that may happen over time, but that will sort of be our steady state.

Charlie Anderson - Dougherty & Company

Got it. And last question for me, we had a number of court rulings in the last, I don’t know maybe even a week or so on people who were going against the same sort of – set of folks you’re going against on the case of Vringo and then VirnetX, I wonder if there’s any read through from your perspective on quality of your portfolio versus somewhat what you saw get litigated in those situations?

Michael C. Mulica

Yeah, so we watched both of those cases and I’m sure you can imagine and it’s probably not appropriate for me to compare what they have in their portfolio versus what we have in our portfolio. We’re just pretty focused on the fact that we think that we have a very, very special body of IP and as some of my comments spoke to during my prepared remarks, we’re getting that reinforcement from the industry at large.

Charlie Anderson - Dougherty & Company

Great. Thanks so much.

Michael C. Mulica

Thanks, Charlie.

Operator

Thank you. And there are no further questions at this time. I’d like to turn the call back over to Mr. Mulica for closing remarks.

Michael C. Mulica

All right. Great. Thanks everybody for joining the call today. We really appreciate your continued support. Unwired Planet is focused on executing its IP strategy and we’re making progress on many fronts, as I hope you can tell. We look forward to speaking with you in the near future and thank you for joining the call.

Operator

Ladies and gentlemen, that does conclude Unwired Planet’s first quarter 2013 conference call. If you would like to listen to a replay of today’s conference, please dial 1303-590-3030 or 1800-406-7325 with the access code of 4574427. Thank you for your participation. You may now disconnect.

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