UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2014
Unwired Planet, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-16073 | 94-3219054 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
170 South Virginia Street, Suite 201
Reno, Nevada 89501
(Address of Principal Executive Offices) (Zip Code)
(775) 980-2345
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
On October 30, 2014, Unwired Planet, Inc. (the Company) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2014. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 7.01. | Regulation FD Disclosure. |
On October 30, 2014, the Company published a post on its website blog with an update on the Companys operations. The blog posting is available at www.unwiredplanet.com/unwired-planet-blog/.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Press Release issued by Unwired Planet, Inc. on October 30, 2014. |
The information in Items 2.02 and 7.01 of the report, including Exhibit 99.1 attached hereto, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in Items 2.02 and 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Unwired Planet, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Unwired Planet, Inc. | ||||||||
By: | /s/ Eric Vetter | |||||||
Dated: October 30, 2014 | Name: | Eric Vetter | ||||||
Title: | President, Chief Administrative Officer & Chief Financial Officer |
Exhibit 99.1
Unwired Planet Announces Financial Results
UNWIRED PLANET, INC. ANNOUNCES FIRST QUARTER FISCAL 2015 FINANCIAL RESULTS
RENO, NV Oct. 30, 2014Unwired Planet, Inc. (NASDAQ: UPIP) today announced financial results for the first quarter of fiscal year 2015.
Revenue for the first quarter ended September 30, 2014 was $1.3 million, while operating loss from continuing operations totaled $11.4 million.
We continue to make progress on our litigation efforts and are encouraged by the results of the Markman hearings which occurred during the quarter, said Phil Vachon, chairman of the board.
On a GAAP basis, net loss for the first fiscal quarter ended September 30, 2014 was $12.1 million, or $0.11 per share, compared with a net loss of $7.2 million, or $0.07 per share, in the September quarter of the preceding year. G&A expense during the September 2014 quarter was adversely impacted by expenses related to compensation and evaluating strategic options.
Conference Call Information
Unwired Planet has scheduled a conference call for 5:00 p.m. eastern time today to discuss its financial results for its first quarter fiscal 2015. Interested parties may access the conference call over the Internet through the companys website at www.unwiredplanet.com or by telephone at 800-211-3767 or 719-457-2618 (international). A replay of the conference call will be available for one week (November 6), beginning at 8:00 p.m. eastern time on October 30 by calling 888-203-1112. The replay can be accessed internationally by calling 719-457-0820, access code: 8039558.
1
Unwired Planet Announces Financial Results
A live webcast of the call, together with supplemental financial information, will also be available on the Investors section of Unwired Planets website at http://www.unwiredplanet.com/investors. A replay will be available on the website for at least three months.
About Unwired Planet
Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and a premier intellectual property company focused exclusively on the mobile industry. The companys patent portfolio of approximately 2,500 issued and pending U.S. and foreign patents, includes technologies that allow mobile devices to connect to the Internet and enable mobile communications. The portfolio spans 2G, 3G, and 4G technologies, as well as cloud-based mobile applications and services. Unwired Planets portfolio includes patents related to key mobile technologies, including baseband mobile communications, mobile browsers, mobile advertising, push notification technology, maps and location based services, mobile application stores, social networking, mobile gaming, and mobile search. Unwired Planet is headquartered in Reno, Nevada. References in this release to Unwired Planet may be to Unwired Planet, Inc. or its subsidiaries.
Cautionary Note Regarding Forward Looking Statements
Any statements in this press release with respect to future events or expectations, including statements regarding the Companys licensing activities and related recognition of revenue, litigation strategy and prospects and expectations regarding enhancing shareholder value are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1943 and Section 27A of the Securities Act of 1933. These forward-looking statements 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 press release. 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 Planets filings with the U.S.
2
Unwired Planet Announces Financial Results
Securities and Exchange Commission (SEC), including the companys Annual Report on Form 10-K for the fiscal year ended June 30, 2014. These documents are available through the SECs Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Unwired Planets website at www.unwiredplanet.com.
3
Unwired Planet Announces Financial Results
UNWIRED PLANET, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
Unaudited
September 30, 2014 |
June 30, 2014 |
|||||||
ASSETS | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 73,777 | $ | 93,877 | ||||
Short-term investments |
38,078 | 40,068 | ||||||
Restricted cash |
298 | 378 | ||||||
Prepaid and other current assets |
925 | 666 | ||||||
|
|
|
|
|||||
Total current assets |
113,078 | 134,989 | ||||||
Property and equipment, net |
161 | 187 | ||||||
Long-term investments |
3,710 | 11,745 | ||||||
Initial direct license costs, net |
1,854 | 2,061 | ||||||
Debt issuance costs and other assets, net |
1,403 | 1,459 | ||||||
|
|
|
|
|||||
Total assets |
$ | 120,206 | $ | 150,441 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 2,337 | $ | 1,181 | ||||
Fee share obligation |
| 12,850 | ||||||
Deferred revenue |
5,005 | 5,005 | ||||||
Accrued liabilities |
1,344 | 1,577 | ||||||
Accrued legal expense |
3,649 | 4,054 | ||||||
Accrued compensation and related costs |
1,920 | 605 | ||||||
Accrued restructuring costs |
130 | 254 | ||||||
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|
|
|
|||||
Total current liabilities |
14,385 | 25,526 | ||||||
Fee share obligation, net of current portion |
| 7,182 | ||||||
Long-term note payable |
26,679 | 25,693 | ||||||
Deferred revenue, net of current portion |
27,316 | 28,566 | ||||||
Other long-term liabilities |
401 | 403 | ||||||
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|
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Total liabilities |
68,781 | 87,370 | ||||||
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Stockholders equity |
||||||||
Preferred stock |
| | ||||||
Common stock |
112 | 111 | ||||||
Treasury stock |
(76 | ) | (884 | ) | ||||
Additional paid-in-capital |
3,243,417 | 3,243,756 | ||||||
Accumulated other comprehensive income |
26 | 24 | ||||||
Accumulated deficit |
(3,192,054 | ) | (3,179,936 | ) | ||||
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|
|
|||||
Total stockholders equity |
51,425 | 63,071 | ||||||
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Total liabilities and stockholders equity |
$ | 120,206 | $ | 150,441 | ||||
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4
Unwired Planet Announces Financial Results
UNWIRED PLANET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Unaudited
Three Months Ended September 30, |
Three Months Ended September 30, |
|||||||
2014 | 2013 | |||||||
Net revenue |
$ | 1,251 | $ | | ||||
Operating costs and expenses: |
||||||||
Patent licensing expenses |
7,582 | 4,803 | ||||||
General and administrative |
5,072 | 1,784 | ||||||
Restructuring and other related costs |
2 | | ||||||
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|
|
|||||
Total operating costs and expenses |
12,656 | 6,587 | ||||||
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|
|
|
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Operating loss from continuing operations |
(11,405 | ) | (6,587 | ) | ||||
Interest income |
24 | 43 | ||||||
Interest expense |
(1,017 | ) | (883 | ) | ||||
Other income (expense), net |
292 | 354 | ||||||
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Loss from continuing operations |
(12,106 | ) | (7,073 | ) | ||||
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Discontinued operations: |
||||||||
Income (loss) from discontinued operations, net of tax |
(12 | ) | (113 | ) | ||||
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Income (loss) from discontinued operations, net of tax |
(12 | ) | (113 | ) | ||||
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Net loss |
$ | (12,118 | ) | $ | (7,186 | ) | ||
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Basic and diluted net loss per share from: |
||||||||
Continuing operations |
$ | (0.11 | ) | $ | (0.07 | ) | ||
Discontinued operations |
0.00 | 0.00 | ||||||
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Net loss |
$ | (0.11 | ) | $ | (0.07 | ) | ||
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Weighted average shares outstanding basic and diluted |
111,724 | 102,144 | ||||||
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5
Unwired Planet Announces Financial Results
UNWIRED PLANET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Unaudited
Three Months Ended September 30, |
||||||||
2014 | 2013 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (12,118 | ) | $ | (7,186 | ) | ||
Adjustments to reconcile net loss to net cash provided in (used in) in operating activities: |
||||||||
Depreciation and amortization |
26 | 23 | ||||||
Stock-based compensation |
467 | 445 | ||||||
Non-cash restructuring charges |
2 | 6 | ||||||
Amortization of premiums/discounts on investments, net |
27 | 16 | ||||||
Realized loss on sale of investments |
| 115 | ||||||
Gain on change in fair value of consultant incentive award obligation |
(295 | ) | (409 | ) | ||||
In kind interest payments on note payable |
914 | 796 | ||||||
Amortization debt discount and issuance costs |
103 | 87 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
| 88 | ||||||
Initial licensing costs |
228 | | ||||||
Prepaid assets, deposits, and other assets |
(255 | ) | (90 | ) | ||||
Accounts payable |
1,156 | (52 | ) | |||||
Fee share obligation |
(20,032 | ) | | |||||
Accrued liabilities |
970 | (412 | ) | |||||
Deferred revenues |
(1,250 | ) | | |||||
Accrued restructuring costs |
(126 | ) | (176 | ) | ||||
Restricted cash |
80 | 17,251 | ||||||
|
|
|
|
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Net cash provided by (used in) operating activities |
(30,103 | ) | 10,502 | |||||
|
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Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
| (50 | ) | |||||
Purchases of investments |
| (68,336 | ) | |||||
Proceeds from sales and maturities of investments |
10,000 | 7,643 | ||||||
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Net cash provided by (used in) investing activities |
10,000 | (60,743 | ) | |||||
|
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Cash flows from financing activities: |
||||||||
Proceeds from rights offering issuance of common stock |
| 12,500 | ||||||
Proceeds from exercise of stock options |
79 | 107 | ||||||
Payment of debt and equity issuance costs |
| (284 | ) | |||||
Purchase of treasury stock |
(76 | ) | (70 | ) | ||||
|
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|
|
|||||
Net cash provided by financing activities |
3 | 12,253 | ||||||
|
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|
|||||
Net decrease in cash and cash equivalents |
(20,100 | ) | (37,988 | ) | ||||
Cash and cash equivalents at beginning of period |
93,877 | 47,613 | ||||||
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Cash and cash equivalents at end of period |
$ | 73,777 | $ | 9,625 | ||||
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Non-cash financing activity |
||||||||
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|
|||||
Retirement of treasury stock |
$ | 884 | $ | | ||||
|
|
|
|
6
Unwired Planet Announces Financial Results
For More Information:
Mike Bishop
The Blueshirt Group
mike@blueshirtgroup.com
Tel: 415-217-4968
7
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