Executives
Tyler Burns – Director Investor Relations and Communications James Skippen – President, CEO Phil Martin – Interim CFO
Analysts
Barry Richards – Paradigm Capital Mike Abramsky – RBC Capital Markets Arinder Mahal – Dundee Securities Dennis Franc – [McWarick] Canada Todd Coupland – CIBC World Markets Dev Bhangui – Haywood Securites Greg Reed – Wellington West Scott Tays – Scotia McLeod
Operator
Good morning ladies and gentlemen and welcome to Wi-LAN’s conference call for the fourth quarter and fiscal year ended October 31, 2007. At this time all participants are ina listen only mode.
Following management’s presentation analysts will have the opportunity to ask questions. If you would like to ask a question, please press star one on your touchtone phone to register.
Should you require any assistance during the call, please press star zero. I would now like to turn the meeting over to Tyler Burns, Director of IR and communications.
Tyler Burns
Thank you operator and good morning everyone. On this morning’s call we have Jim Skippen, Wi-LAN’s president and CEO, Phil Martin, acting CFO.
Jim will open the call with an overview of the company’s performance during the fourth quarter and fiscal year that ended October 31, 2007. Jim will also speak to Wi-LAN’s strategy and outlook.
Phil will follow with a review of financial highlights. Following the presentation, analysts will have the opportunity to ask questions.
First I’d like to remind everyone of our Safe Harbor statement. Certain matters discussed in today’s conference call or answers that may be given to questions could constitute forward looking statements.
These statements are subject to certain risks and uncertainties related to Wi-LAN’s operating results or business performance. Actual results could differ materially from those anticipated.
Risk factors that could affect the results are detailed on the company’s public filings. Please note that Wi-LAN is under no obligation to update any forward looking statement discussed today.
Investors are also cautioned not to place undue reliance on these statements. Now I would like to turn the call over to Jim Skippen.
Jim, please go ahead.
James Skippen
Thanks Tyler and good morning everyone. I’m going to review our fourth quarter and fiscal year performance.
I’m also going to provide an update on our activities. We believe the fourth quarter of 2007 was a good quarter for Wi-LAN, during which we had a number of important accomplishments.
First, we added to the breadth and depth of our management team with a number of key hires. Second, we acquired key patented inventions that strengthen our intellectual property portfolio in high volume markets.
Third, we continue to make progress in our licensing program, signing 14 agreements inthe quarter. We also took an important step forward inthe fourth quarter when we initiated litigation against 22 companies inthe Eastern District of Texas [market] division.
The companies include chip suppliers, equipment vendors and major electronic retailers that infringe on Wi-LAN’s patents relating to Wi-Fi and power consumption in DSL products. Turning to financial highlights for the fourth quarter and fiscal year, our consolidated revenues for the fourth quarter were $7.2 million and $61.3 million for the fiscal year.
It is important to note that the cash payments from a number of license agreements that were signed inthe third and fourth quarters of fiscal 2007, including agreements with Fujitsu and the licensee announced in a press release dated June 20, 2007, will begin in the first quarter of 2008. Accordingly, these cash payments are not included in fourth quarter revenues.
Operating expenses in fiscal 2007 were $13.4 million. Pro forma earnings for the fourth quarter were $4.9 million and $53.2 million for the fiscal year.
Fully diluted pro forma earnings per share for the quarter were $0.05 and $0.66 for the fiscal year. Phil will provide greater details on our financials later inthe call.
Next, I would like to review some of the licensing agreements signed during the fourth quarter. We signed AmTRAN’s license agreements for Canadian and US V-chip patents that provide for running royalty payments.
This is a very significant accomplishment because AmTRAN is the contract manufacturer for Visio, the number one supplier of TVs inthe United States. Including AmTRAN, we signed a total of 11 V-chip license agreements inthe fourth quarter.
We also signed Fujitsu to a license for the entire Wi-LAN patent portfolio. The considering paid by Fujitsu for the license will consist of cash and 40 patents.
We signed Matsushita to a running royalty license agreement related to our CDMA and Wi-Fi patents. The agreement provides for payment of a preset amount on all Panasonic notebook computers utilizing Wi-Fi or CDMA technologies which are sold in North America.
We also signed a medium sized wireless running royalty license that the company during the fourth quarter which requested that it not be named. To characterize a medium size license as a license that is expected to generate between $1 million and $10 million in revenues.
We are pleased that the vast majority of the deals signed in the fourth quarter involve running royalties which will grow our recurring revenue base. During the fourth quarter we also appointed executives to head up licensing in our three named technology areas, wireless, DSL and V-chip.
This structure more effectively addresses our need to manage our more than 400 target licensees. Now a word or two on the markets.
On the Wi-Max front, it has seen a number of encouraging developments. They include Sprint-Nextel continuing to deploy a mobile Wi-Max network which will reach 100 million Americans by the end of 2008.
The international telecommunication unit also decided to include Wi-Max technology inthe IMT 2000 set of standards. This decision is significant to global operators who look to the ITU to endorse technologies before they invest in new infrastructure.
The NTIA convertor box program continues to make steady progress inthe US. Inthe first phase of the program, any US resident can order two coupons valued at $40 each to be used towards the purchase of a digital to analog set-top box.
This will allow them to continue using televisions that would otherwise not be able to receive free, over theair television when analog broadcasts ceases inthe United States in February 2009. NTIA began distributing coupons in theUnited States on January 1, 2008 and within two days had received requests for more than 1 million coupons.
This is relevant for Wi-LAN because all convertor boxes will need to be licensed to our V-chip patents, many of the companies expected to be suppliers of convertor boxes already licensed our V-chip patents. The STC enforcement bureau is insuring manufacturers comply with the V-chip requirements.
The FCC announced in October that bureau finds of more than $11 million had levied against companies that had not implemented V-chip. This is important for Wi-LAN because as more companies implement V-chip capabilities, our V-chip royalty revenue should increase.
A key foundation of Wi-LAN since its inception has been technology innovation. Wi-LAN’s research and development provided the foundation for advanced wireless communications products that were commercialized more than a decade ago.
This R&D generated many of the patents that support Wi-LAN’s business today. Wi-LAN is continuing in this rich R&D history with an internal R&D team that is focused on opportunities in next generation communication wireless systems.
This effort has already generated a number of new inventions that we are patenting. Turning now to technology acquisitions, inthe fourth quarter we continued to strengthen our patent portfolio.
We acquired a portfolio of ten issued and pending US patents which are essential to multi-mode and multi-standard communication devices from a well known wireless inventor named Dr. Camilo [Fahare].
We believe the inventions protected by these patents are used in US products which combine multiple standards and modulation formats. This means that products which combine two or more wireless formats will generally require a license in theUS.
As mentioned earlier, we acquired 40 DSL patents from Fujitsu, including a number of patents that we believe are substantial in the DSL field. We also acquired a number of patents, for instance we acquired a portfolio of patents which read on cellular handset operation.
The size of our portfolio increased more than fivefold in fiscal 2007. We currently have 289 issued and pending patents in our portfolio.
Let’s move on to some recent US legal developments. I wanted to comment on the status of the Patent Reform Act in theUS.
This legislation is not currently scheduled for a vote and it’s unknown if it will be brought to a vote in its current form in this election year, although that remains a possibility. Although the legislation’s future may be uncertain, what is certain is the strong opposition to the legislation exists.
The White House administration has stated that it will not support the legislation in its current form. In addition, a broad representation of US industry, including companies inthe high tech, consumer products and pharmaceutical sectors are opposed to some of the more controversial parts of the bill.
Moving on to litigation, on November 1, as I mentioned, we filed suits against 22 companies, including chip suppliers, equipment vendors and major retailers. The strategy of naming 22 companies inthe litigation was utilized for two primary reasons.
Firstly, we hoped that the strategy would minimize the risk of Wi-LAN being forced into other courts through declaratory judgments. Secondly, we believed that suing additional defendants has not significantly increased thecost of litigation.
Parties are being served and we expect it will be a minimum of three months, perhaps longer, before we begin discovery. The next stage in the legal process after filing the statement of plan and defense, we’ve had discussions with various companies named in the suits and some have expressed an interest in commencing or continuing licensing discussions.
On the matter of the Marvell declaratory judgment, we have just been served with the declaratory judgment action and will be filing our answer later this month. We are continuing at this point to assess the action and we really do not have further comments at this time on it.
In the Canadian suit against D-link. D-link delivered their second amended defense and counterclaim in late December as a result of a motion brought by Wi-LAN.
Wi-LAN will file a reply and defense to the counterclaim shortly and then the case will proceed to the discovery phase. In our Canadian Tiger Direct V-chip case, Tiger Direct recently lost a motion seeking more information about the allegations made in our statement of claim.
An appeal of this decision is possible but inthe meantime preliminary settlement discussions with Tiger have begun. During the quarter we hired four key employees with a wealth of experience inthe core areas of licensing, patent management and law.
Derek Nuhn joins us as VP DSL technologies. Prashant Watchmaker is now our assistant general counsel corporate secretary.
Dr. Robert Wu accepted the position of director research and technology development.
Pia Diaconescu joined inthe role of senior patent manager. Allare very welcome additions to the Wi-LAN team.
With the divestiture of Think Broadband Solutions in Q1 2008, which involved 25 employees, our current compliment of full time employees stands at 30. In conclusion as you reflect on this quarter and 2007 as a whole the activities executed this year have established a very strong foundation for Wi-LAN’s future growth.
Today we have over $91 million in cash, a strong patent portfolio that is much larger than when began the fiscal year, a solid licensing strategy, a team of focused and experienced technology licensing professionals and a directed R&D effort. Looking to FY2008, the onus is on the Wi-LAN to continue executing.
We believe that our strategic plan positions Wi-LAN for success. Atthe same time, I must continue to emphasize to investors, patent licensing business requires perseverance and patience.
It’s only 18 months since we basically reconstituted the company from nothing and it takes a while before we can achieve the success that we expect inthe future. With that, I will turn things over to Phil to discuss the financial results.
Phil Martin
Thanks Jim. I’ll start my comments with our operating results beginning with our fourth quarter and then annual fiscal 2007 results.
I would add that when making comparisons, they will include Q4 ’07 compared with previous quarters of fiscal ’07, this is because Q4 ’06 results were not generally comparable as Wi-LAN was transitioning to its current business model of technology innovation and patent licensing. It is important to keep in mind that our ’07 results also include the results of V-chip licensing activity and closing the acquisition of Tri-vision on June 29, 2007.
The acquisition of TVL resulted in incremental revenues, operating expenses and depreciation and amortization expenses in the earnings as well as working capital, patents and other intangibles, good will and a future tax liability in our balance sheet. In Q4 2007, revenues amounted to $7.2 million and we earned $4.9 million pro forma earnings or $0.05 per diluted share.
Pro forma earnings compromises GAAP earnings on our continuing operations, less provision for income tax, depreciation and amortization and stock based compensation. Please keep inmind it is not a measure of financial performance under Canadian GAAP and may not be comparable to similarly titled measures used by other companies, however, we believe the pro forma earnings is a measure of performance that is relevant to readers of our financial statements and information.
Net GAAP earnings were $1.2 million or $0.01 per diluted share. In fiscal 2007 our revenues were a record setting $61.3 million.
Pro forma earnings were $53.2 million or $0.66 per diluted share and net GAAP earnings also a record of $27.6 million or $0.34 per diluted share. With respect to Wi-LAN’s financial condition, cash improved by $74.9 million and working capital increased by $60.2 million, including a reductions in reversal of future tax assets inthe amount of $16.7 million.
Total assets increased by $217.7 million, due primarily to patents acquired during the period, working capital as previously described and good will. Total liabilities increased by $28 million due mainly to a future tax liability resulting from the acquisition of Tri-Vision.
Shareholder’s equity improved by $189.8 million comprised of $162.2 million in share capital and contributed surplus, plus GAAP earnings. Results for Q4 are as follows.
Revenues of $7.2 million included $2.6 million of license fees plus patents received from Fujitsu value at $4.6 million. As with previous in kind transactions, we based our revenue recognition on a valuation report prepared by a major accounting firm and their professional valuators.
Pro forma earnings amounted to $4.9 million or $0.05 per diluted share. Operating expenses were $4.2 million, this compares with Q3 expense that totaled $3.6 million.
There are three major components in operating expenses: stock based compensation, other compensation expenses and other operating expenses. Stock based compensation, which is a non cash expense, decreased by $337,000 and totaled $804,000 in Q4 ’07.
This compares with $1.1 million in Q3 ’07. A total of $1.9 million options were granted in Q4 with an average compensation value of [inaudible] options, compared with $1.2 million options granted in Q3 with an average stock based compensation value of $2.72 per option.
Other compensation expenses grew from $1.2 million in Q3 to $1.9 million in Q4. Over 50% of the increase related to performance bonuses and commissions recorded in Q4.
The remaining increase is explained by increased stock levels, including the addition of the V-chip licensing team acquired inthe acquisition of Tri-Vision. Other operating expenses grew by $222,000 to $1.5 million.
These costs include expenses for facilities, D&A, public company costs and outside legal counsel. Our outside legal counsel costs increased in Q4 as the company prepared to initiate two legal actions described previously by Jim.
Depreciation and amortization is driven primarily by the recognition of period costs associated with our growing patent portfolio. Q4 ’07 depreciation expense was $3.9 million, up from $2 million in Q3 ’07, mostly as a result of the V-chip patents.
Provision for income tax in Q4 ’07 included a recovery of $1.1 million relating to the difference between the amortization of V-chip patents for accounting and the relative CTA that would be recognized for tax purposes. This offsets to a certain extent the financial impact of the amortization expense recorded inthe period.
Future tax liability of the balance sheet is reduced as this recovery is recognized. Fiscal 2007’s as previously mentioned, our record 2007 results include $61.3 million of revenues including $19.2 million in cash and assignment of patents independently valued at $42.1 million.
Pro forma earnings of $53.2 million or $0.66 per diluted share and net GAAP earnings of $27.6 million and $0.34 per diluted share. Net GAAP earnings reflected the following costs: $13.4 million of operating expenses, $2.2 in stock based comp, $6.6 million for other compensation expenses and $4.6 million in other operating expenses.
$7.8 million of depreciation and amortization expense and a provision for income tax of $15.6 million. The tax provision includes $16.7 million tax expenses recorded in Q1 and the remainder is primarily a recovery of the difference between the accounting tax basis of the V-chip patents as previously described.
The tax provision was a non-cash expense and we were able to utilize some of our tax losses carried forward from the previous years. The company has approximately $30 million in operating tax losses, $17 million in SRNED credits, plus investment tax credits and capital losses available to shield future income taxes otherwise payable.
For now management chooses to be conservative and continues to carry a full valuation allowance against these amounts, rather than recording a tax asset. With respect to fiscal 2006 operating results, there were the following significant items we would like to point out.
The $9.6 million settlement from CISCO, $2.9 million gain on debt settlement, the $1.1 million gain on sale of property and the $16.7 million in income tax recovery previously described. Wi-LAN’s pro forma earnings for fiscal ’06 were $10.7 million or $0.22 per diluted share and net GAAP earnings amounted to $14.1 million or $0.29 per diluted share.
It has been Wi-LAN’s practice not to provide guidance on the range of expected future revenues and earnings, given the relatively early stage of the licensing business as well as the difficulty in predicting timing and value of patent licensing agreements and acquisition opportunities and possible outcomes of current future litigation activity. Wi-LAN fully expects to continue adding revenues from its licensing patent portfolio, but the timing and nature of individual agreements cannot be predicted.
In order to assist investors and other interested parties in their analysis and understanding of the company’s performance, management believes the operating for fiscal 2008 will likely range between $22-$27 million. This compares with just under $14 million in fiscal 2007.
However, guidance for operating expenses in Q4 was up to $4.8 million. Based on this, estimated operating expenses for 2008 arein line with Q4 and taking into consideration increased legal activities and a marginal expected increase in stock related expenses and personnel.
Depreciation and amortization expense estimated for fiscal ’08 will be approximately $15-$18 million compared with $8 million in fiscal 2007. Non cash expenses for fiscal ’08 are expected to range from $15-$21 million.
This completes my financial review. Tyler, back to you.
Tyler Burns
Thank you very much Phil. That concludes the presentation portion of our conference call.
Operator, we will now take questions.
Operator
Sure, ladies and gentlemen, if you’d like to ask a question please press star one on your touchtone phone and to withdraw your question please press the pound sign. If you use the speakerphone please lift your headset before entering your request.
Please stand by for a first question. And our first question comes from Barry Richards from Paradigm Capital, go ahead.
Barry Richards – Paradigm Capital
Yeah, good morning. I wondered if you could break out the V-chip contribution in revenues for Q4?
Phil Martin
I don’t think that we want to do that because I think we have obligations with some of our wireless licensees not to be explicit about how they paid and I don’t think we’re prepared to do that.
James Skippen
Yeah, we pointed out Barry some of thekey metrics on the larger transactions and we aren’t segmenting information, we are totally integrated V-chip and we really area one segment operation.
Barry Richards – Paradigm Capital
Got it, thanks and on a deprecation deal that you mentioned pre-Q4 the $3.9 million, is that a pretty decent benchmark for first and second quarter going forward?
James Skippen
Yes it is, notwithstanding any addition [inaudible].
Barry Richards – Paradigm Capital
Got it and last question, on Fujitsu, if I understood you correctly, they did not contribute to revenues on a recurring basis or one time, but what I wasn’t quite sure on is, arethe forty patents you acquired from Fujitsu inthe $4.6 million deemed value of the patents?
James Skippen
Yes, that is in Q4 with the cash performance et cetera it’s not [inaudible].
Phil Martin
Just to be clear on that, when we signed the deal, the deal was that they transfer 40 patents to us, it happened immediately and then they start making a series of cash payments. The cash payments don’t start till Q1, so we want people to understand that a number of agreements including Fujitsu didn’t form part or no payments from those agreements are part of the cash in Q4.
Barry Richards – Paradigm Capital
Got it, thanks and good luck.
Phil Martin
Thanks.
Operator
Thank you and our next question comes in from Mike Abramsky from RBC Capital Markets, please go ahead.
Mike Abramsky – RBC Capital Markets
Yeah, thanks very much. Just wondering did your approach or methodology for valuation of the Fujitsu patents change versus the Nokia patents you had I think 40 Fujitsu patents at $4.6 million versus 93 Nokia patents at $34 million?
Phil Martin
I think one of the things that we took into account was the incremental increase of the Fujitsu patents over the Nokia patents. If we received just the patents and we didn’t have the Nokia patents we probably would have been valued higher, but we factored in just the incremental benefit of the Fujitsu patents.
I should add too that since we completed the valuation we’ve continued to document additional infringement on the patents and in some ways they’re looking stronger than they did when we did the valuation, so, we’re pretty satisfied that that’s a conservative valuation.
Mike Abramsky – RBC Capital Markets
Okay so does that kind of layered valuation approach imply that other potential acquired patents may also follow a similarly, maybe lower valuation by comparison?
Phil Martin
I think so, I think they might. I can tell you too that I stepped inin this fiscal year although nothing is crystal clear but at least from my vantage point right now I expect patents to bea much less important part of our overall revenues in this fiscal year.
Mike Abramsky – RBC Capital Markets
Okay thanks. I think you commented earlier on the uncertainty around the US Patent Reform Act.
Just wondering if you’re seeing any impact of that pending Act in your current negotiations with potential licensees and if you could perhaps separate out that dynamic from the larger licensees versus the smaller ones, that might be helpful.
James Skippen
Okay, I think it is more prevalent in the minds of the larger licensees than the smaller licensees, so first of all, that’s true, or that’s a dynamic that we’re seeing. But, I would say that it doesn’t come up in terms of the specific of the Act, but I think just the environment that this Act is looming, we don’t know exactly what’ it’s going to do, maybe it’s going to help one side or the other, creates some uncertainty that probably makes ita little bit tougher to get to a final deal with the large licensees.
Mike Abramsky – RBC Capital Markets
Okay, so, would that suggest the probability of you needing to move to litigation with the larger guys and the related time it costs might be a little bit higher now?
James Skippen
You know, it’s difficult to say, we’ve moved to litigation with a number of large companies, I think we’re still inthe process of just sorting out what the impact of that large litigation is with other large companies. It seems probably to investors to move along slower than it really is moving, I mean really is just very early days on commencing that litigation.
Ithas definitely had an impact on some of the other larger guys sitting on the sidelines, who now really understand how serious we are about litigation, that we will, we aren’t [inaudible] to litigate.
Mike Abramsky – RBC Capital Markets
Jim, does this affect your strategy in any way in terms of the environment to try to either re-diversify or perhaps focus on building your patent streams with the different sizes of licensees, maybe more amenable to licensing and how does that potentially, if so how might that come into play with regard to the kind of expected growth that you might see from your three different streams?
James Skippen
Mike Abramsky – RBC Capital Markets
Okay, thank you and just lastly, what’s your outlook for growth in V-chip royalty?
James Skippen
I maybe can say some things, we are seeing definite growth inthe V-chip royalties and we expect that growth to continue and for a number of reasons, just because some parties have signed licenses but hadn’t implemented V-chip technology now are implementing it and we’re signing a lot more licenses. So definitely we’re seeing some significant growth in that area for a number of reasons, so we’re particularly pleased with how that’s been working out so far.
Mike Abramsky – RBC Capital Markets
Okay, thanks Jim.
Operator
Thank you and our next question comes in from Arinder Mahal from Dundee Securities, please go ahead.
Arinder Mahal – Dundee Securities
Good morning guys.
James Skippen
Hi Arinder.
Arinder Mahal – Dundee Securities
Just a follow up on a Barry’s question, regards to the Fujitsu cash payments, remind us if those were a fixed amount of cash to be paid in a series of payments or if they were running royalties?
James Skippen
No it’s a fixed amount in a series of payments.
Arinder Mahal – Dundee Securities
And those series of payments, are they going to be done over ’08 or longer?
James Skippen
Longer.
Arinder Mahal – Dundee Securities
Longer, okay. On the V-chip side, now I was under the impression that you guys were going to start breaking out these revenues to give us a bit more visibility in what we can use to forecast and the other stuff which does take longer to develop, that’s changed or was I misunderstood?
Phil Martin
Well, I think you may have misunderstood. I mean we will continue to look atit but we treat it as one segment, we don’t breakup the revenues.
I mean, maybe, I could tell you that slightly more than half of the cash revenues in the quarter were from V-chip…
James Skippen
There’s some guidance.
Phil Martin
But, it’s unlikely that we’re going to breaking out where allthe revenues come from, we may consider that inthe future but that’s not our expectation.
Arinder Mahal – Dundee Securities
Okay, on the R&D side, you mentioned that you started an internal effort to develop new technologies and so on and so on. Are these internal techno resources or are you funding external organizations and doing some sort of project management?
How is that going to work and what kind of costs are included in the guidance for ’08, for these activities?
James Skippen
Well, it’s not funding external efforts. We look at that and in the end our conclusion was that we were better off doing it ourselves and so we’re talking about a small team of three to four very senior engineers working on problems and developing technology.
I mean you can probably geta good guesstimate about what the costs of the salaries for the engineers are, you know three or four of them arein the guidance and then on top of that there will be some costs for tools and the like but we don’t expect it to be that significant overall.
Arinder Mahal – Dundee Securities
Okay and on the litigation front, you mentioned that there’s some discussions ongoing with [inaudible], did that move trigger any new questions on new discussions either within that group that has been identified or outside with some of the major players?
James Skippen
I think, yes it did, it triggered some new discussions with some of the parties in the litigation. I think it had an effect on many other parties that were not the litigation.
Arinder Mahal – Dundee Securities
And that was more proactive from the other parties?
James Skippen
Well, we sensed a bit of a seat-change with some of the parties that we were talking to. Some seemed much more interested in reaching resolution.
In fairness and on balance, there were a few parties that we were talking to that once we launched the litigation abruptly stopped talks with us, but it’s very early days. You know the litigation is still inthe process of waiting for defenses to be filed, only filed the litigation at the end of October and we’re still inthe process of serving parties, so, it’s early days to say how this is going to unfold for our licensing program.
Arinder Mahal – Dundee Securities
From a manager’s perspective, are these companies, these 22 companies, are they going to file individual statements or defense or are they going to be joined or do you have any visibility into how this is going to be handled?
James Skippen
They will file individual statements of defense, there’s a little bit of jockeying right now to determine whether it’s necessary to include foreign affiliates or not, things like that. It’ll take a couple months for the dust to settle, but there’s not going to be one joint defense filed, they’re all filing individual defense to my knowledge.
Arinder Mahal – Dundee Securities
And the case will move accordingly depending on the timing of each, so it’s not going to be delayed because one party is filing some claims for clarification and delaying their filing of defense.
James Skippen
Well, it’s so early in the process, we can’t say with absolute accuracy what anyone is going to do exactly.
Arinder Mahal – Dundee Securities
But one party is not going to bein a position to delay progress with others? Is that correct?
James Skippen
Well, it’s difficult to say. I mean one of the strategies that is often used by defendants in these types of cases is a delaying strategy.
So, we know that, we’ll have to see. So far there hasn’t to our knowledge, no one has launched anything that could be called a delay strategy other than Marvell filing aDJ on one of the same patents in California.
But, we haven’t seen any delay strategy but I won’t be surprised if someone tries to adopt one and it does have the potential, we’ll be pushing always to move it forward quickly but it does have the potential to slow the case down.
Arinder Mahal – Dundee Securities
Okay, thanks guys.
James Skippen
Okay, thanks.
Operator
Thank you and our next question comes in from Dennis Franc from [McWarick] Canada, please go ahead.
Dennis Franc – [McWarick] Canada
Hi, good morning. This might be a tricky one to answer, but Jim what is your view in terms of potential settlements on litigation, would they tend to happen before discovery, during or after?
James Skippen
You know it’s very difficult to predict. We have a lot of defendants, some might be prone to settle very quickly, some might take longer.
I just can’t predict with accuracy when that is likely. In other suits I’ve been involved with all of them, most of them settled more towards the end of discovery, but you just never know.
Dennis Franc – [McWarick] Canada
Is there a logic behind that in terms of, does it relate to how well discovery is going or is there acost factor, they don’t want to spend the money to go through the whole process or?
James Skippen
I think those are factors. I guess in fairness we’re seeing, for instance in our V-chip case against Tiger Direct inCanada, they’ve moved to settle very quickly.
My impression is they probably told their suppliers that they only want to buy licensed product. So that one just sort of quickly moved to resolution.
The wireless case in Texas involves more money, or a lot of money and it’s going to take a little longer but we’re going to be working on those defendants that we think are going to be most prone to settle early and trying to get some to settle. It’s certainly generally the rule in these kinds of cases that a number of defendants settle early, so we’ll see.
Dennis Franc – [McWarick] Canada
In terms of your V-chip revenue stream, would there bea strong seasonal element to that or is it still early days and it’s still kind of ina ramp mode still?
James Skippen
Well there technically is a bit of a seasonal element I think because of increased sales around Christmas, but we’re also seeing an overall ramp. It’s early days in that but I know that I’ve heard there is a seasonality to it.
Dennis Franc – [McWarick] Canada
Okay and you also mentioned earlier inthe call that you signed a wireless license that you characterized as kind of medium size, $1-$10 million, this is another tricky one I don’t know if you’d answer but, if you kind of look atthe pipeline of guys you’re in discussions with, could you say that the majority are medium sized versus small or larger would be over $10 million I presume.
James Skippen
Well, we’re in discussions with so many, there are many large many medium and many smell to be honest.
Dennis Franc – [McWarick] Canada
But the idea is that I guess the smaller guys are more likely to come to the table first?
James Skippen
I think there is some truth in that, it’s always a question of how much money and many large guys have made us offers and we’re discussing the offers and because of their exposure they have to payso much more, it just takes longer and it’s par for the course. But we’re definitely seeing a number of small guys that seem anxious to quickly take licenses.
And so I wouldn’t say we’re not focusing on the big guys, we still are, but we’re also focusing on the small guys and we’ve got teams working on the small guys.
Dennis Franc – [McWarick] Canada
Arethe larger guys pushing more lump sum type of deals and maybe you’re pushing back more than you had in the past on that?
James Skippen
My experience in patent licensing, I’ve been doing this for along time, large licensees seem to always prefer lump sum. But that doesn’t mean we will doit that way or that we want to do it that way, we generally prefer running royalty.
So, you have that dynamic, they both have pros and cons.
Dennis Franc – [McWarick] Canada
And then just lastly on the operating expense guidance, for $22.7-$27 million, I guess is the range basically related to the timing of how the legal cases pan out?
James Skippen
Yeah, I would say that would be a principle range, or the principle reason for the range but also we’re just starting out fiscal ’08 so there are other expenses that I would characterize as contingent upon some of the revenue generating plans that we’ve got. But it would be mostly the legal expenses.
Dennis Franc – [McWarick] Canada
Okay…
James Skippen
The litigation can vary unfortunately very significantly because a lot of it depends on what trouble the other side tries to cause, because we have to respond to them and there’s a saying I like which is “litigation is like dancing with a bear, you go where the bear goes and you stop dancing, the bear stops dancing,” and we just have to anticipate all kinds of possibilities because as I said, the game that some of the large defendants sometimes plays is to try to delay and so we just have to be ready for that.
Dennis Franc – [McWarick] Canada
Okay, thanks.
James Skippen
Thanks.
Operator
Thank you, the next question comes in from Todd Coupland from CIBC World Markets, go ahead.
Todd Coupland – CIBC World Markets
Hi, good morning everyone. Jim, which patent or patents is contested inthe DJ from Marvell?
James Skippen
One of them that is common to the other case is a patent, its numbers RE37802 and it’s what we refer to as multi-code patent which we believe has applicability to both CDMA and to 802.11b and other technologies as well. The other two patents are CDMA related patents and are not in theTexas litigation.
Todd Coupland – CIBC World Markets
Okay and within the CDMA world I mean you obviously had abig precedent go in your favor with the Nokia deal. Are you finding that other CDMA handset vendors will stall out here until there is some resolution with Marvell?
James Skippen
You know that’s not been my experience. My experience is that some will settle sooner and some will take a while so we’re not anticipating that no one is going to do anything until this case is resolved certainly.
Todd Coupland – CIBC World Markets
Okay and if this goes in your favor with Marvell, what is your current view of double dipping, meaning if you are able to circle Marvell and get some sort of agreement, what does that mean in terms of the system versus chip strategy?
James Skippen
Well, it’s a complicated question because the issue of whether you’re able to, as you raised, double dip, offer a license to a chip guy and then also get payment from say the cellphone that incorporates the chip, that’s the exact issue that’s before the Supreme Court in the US in the LG Quanta case which should, which we expect a decision on probably later this year. Our view is that the cellphones that infringe was a royalty and regardless of whether the technology was implemented through a chip bought from a third-party or not.
So, we continue to be of that view, so, we’re unlikely to sign a contract or settlement with Marvell that doesn’t give us the compensation that we think is fair for the patents.
Todd Coupland – CIBC World Markets
Right but presumably since both you guys are looking at that and looking at the Supreme Court case and saying, if we delay here then we’ll just sort of reset once we get these answers.
James Skippen
Well, it’s not ever as black and white as that. What happens inall patent cases and all these patent issues is there’s a weighing of risk and reward that factors into how much a party is willing to settle for.
My experience is that most parties are willing to settle, it’s really just whether the amount is an amount that we think is sufficient.
Todd Coupland – CIBC World Markets
Secondly, is there any way that you are prepared to give us sort of a run rate revenue of wireless and V-chip at this point?
James Skippen
I’m not at this point and there’s actually a fair degree of uncertainty because we’re continuing to sign a lot of deals, we’re not even sure if we think it’s going to ramp, we’re not exactly sure. I can tell you that I’d like to give revenue guidance and earnings guidance atthe earliest possible time and we’ll continue to think about that and doit as soon as we think it’s a responsible thing to do.
Todd Coupland – CIBC World Markets
Okay, let me just ask the question a little bit differently. Inthe fourth quarter you were on an operating basis, you strip out sort of the value of the patents and you look at your revenue relative to cash expenses, you were close to break even inthe quarter on a cash flow basis as I dothe math.
When you think about 2008, is that the way you’re hoping to operate the business post medium to large settlements? Do you think about that in terms of setting an operating expense based for the company?
James Skippen
We have an operating plan and I will say that we expect to be profitable but I don’t want to say too much more than that sothe way you characterize it as pretty even isn’t what we’re planning to do.
Todd Coupland – CIBC World Markets
But when you say, I guess what I’m thinking about is just when you say profitable I know you’re doing the patent math but it’s not a cash item. When you say profitable do you also mean, you look through ’08 and you don’t expect cash burn either, you would be cash flow positive?
James Skippen
Well, it’s hard to comment to much on that given that we’re not giving guidance, I think that amounts to guidance. We now have going into this year, unlike last year, we have a lot of backlog, there’s significant base of royalty revenues.
So we’re not totally reliant on new deals to make our plans but to some extent we are reliant on new deals. So there’s still uncertainty as to how that’s going to unfold so we don’t want to give guidance right at this point and I think that uncertainty would affect the answer to the question you just posed.
Todd Coupland – CIBC World Markets
Okay, that’s great thanks a lot.
Operator
Thank you and our next question comes from Dev Bhangui from Haywood Securites, please go ahead.
Dev Bhangui – Haywood Securites
Morning Jim, Phil and Tyler how are you?
James Skippen
Very well thanks Dev.
Dev Bhangui – Haywood Securites
First question, probably housekeeping question, have you filed anything on [unintelliglbe] or anywhere else on your website that we could find a detailed financial statements for the fourth quarter ’07?
James Skippen
Well currently inthe press release that was issued today, the basic components, earnings report, balance sheet and cash floware there as attachments, but we have not filed our audited statements on [cedar] and will, as soon as they’re ready and I mean the audit is complete and it’s just a matter of getting all the components.
Dev Bhangui – Haywood Securites
I ask because I mean I can seethe press release but [inaudible] the financial statements are annualized? And you know I guess Q4 financial statements [inaudible] that’s all I’m asking.
James Skippen
Yeah and we would typically not file Q4 in any event, we’d only file our annual results.
Dev Bhangui – Haywood Securites
Okay, Jim, question just in terms I guess the [inaudible] of the [inaudible] into ’08. So obviously the company is targeting small and medium deals and also trying to move from lumpy revenue to [inaudible] revenue as you said earlier in your prepared statements.
[inaudible] and based on your comments earlier more than 50% of the revenue in Q4 comprised of V-chip deals, it looks like that going forward V-chip licensing revenues are going to form the backbone of that declining revenue base. If that be the case, what sort of rate, I mean right now you sayit looks like $1-$1.5 million per quarter, probably the view [inaudible] $2-$2.5 million per quarter.
Is that characterization in terms of V-chip [inaudible] going forward?
James Skippen
Well you’re on the ballpark.
Dev Bhangui – Haywood Securites
Okay and I guess if you seethe V-chip obviously the whole activity has accelerated but there’s obviously some existing licenses that you inherited as a company that you bought through acquisition so with $2.5 is that combination of the new deals that are being signed wherein your fresh recurring revenue component and there’s the legacy recurring revenue as well?
James Skippen
Yeah, I didn’t say $2.5 was the number, that’s your number.
Dev Bhangui – Haywood Securites
[Overlay] I know, I know, I know
James Skippen
But yes absolutely there were a number of running royalty deals and there area number of new royalty deals. It’s interesting though because I think in the time since V-chip team joined Wi-LAN and combined with us, I think we’ve signed almost half the deals that exist during that period so we’ve made a lot of progress.
Dev Bhangui – Haywood Securites
Okay, but by in large I guess if [inaudible] come out of it with something called an average V-chip deal because the company keeps on announcing newer and newer kind of V-chip licenses. What sort of, look like 200,000 for the licensee per year kind of deal?
James Skippen
Well itall depends on the size of the licensee. A property like AmTRAN I would expect to be significantly higher than that.
Other companies, some of the converter box companies that we’ve signed, it could be much smaller and everything in between so, I can’t say for sure this is what fits allthe deals. There have been just since, well in this quarter, there have been 13 V-chip deals.
Fujitsu also got covered for V-chip as well because they sell some high end TVs with them, arguably it was, well that does include them to get to 13.
Dev Bhangui – Haywood Securites
Okay and Jim again I guess I’m just trying to understand…
James Skippen
One thing I just want to say is that these smaller TV manufacturers of which there are many in China and Taiwan, there are a growing segment of the market so a lot of what can happen is sometimes these companies just out of nowhere allthe sudden start producing very significant numbers of TVs. So, it’s hard to predict even what happens quarter to quarter because what we’re seeing in China is pretty significant ramp ups from some of these TV manufacturers.
Dev Bhangui – Haywood Securites
Yes, Jim just in terms of going forward based on what Phil was talking about [inaudible] and D&A and non cash expenses and so on, we’re looking at about $45-$50 in terms of [inaudible] ’08 and obviously thebig guys that you find bigger action on the litigation, again that probably going to go beyond ’08 in terms of the bulk of the settlement, so can you give us a view as to what activity you [inaudible] to other potential targets which arethe smaller and medium in terms of how many there are right now and how many are inthe last stages and so on?
James Skippen
First of all, I don’t understand your number, where did you come up with that number?
Dev Bhangui – Haywood Securites
[Overlay, unintelligible] for ’08 is going to $30-$37 the depreciation and amortization is going to be $15-$80, non cash expenses are going to be $15-21 so I’m taking the lower numbers, $22 plus $15 plus $15 the sum of which is $52.
James Skippen
No Dev sorry I’ll clarify that. The non cash items are a component of the amortization and operating expense, they’re not incremental.
Dev Bhangui – Haywood Securites
Okay so D&A in ’08 are supposed to be $15-$80 and non cash was supposed to be $15-$21 [Overlay, unintelligible] non cash potentially D&A.
James Skippen
Yes, correct and the other significant component would be stock based comp.
Dev Bhangui – Haywood Securites
Okay, so if I kind of add up the $22 and $15 and earlier I got [inaudible] questions you have seen that going to be profitable in ’08, or you expect that, sothe revenues have to be probably close enough to what we did in ’07 to kind of bee in that ballpark right?
James Skippen
Well, look, we’re not giving guidance. You’re mischaracterizing what I said, I said our internal plan is to be profitable.
I didn’t give guidance we were going to be profitable, we’re not giving guidance. Look, you know, you keep asking me for guidance, we’re not giving it.
Dev Bhangui – Haywood Securites
Okay, I wasn’t asking for guidance I was just saying to be profitable you’d have to reach that kind of number and I was just trying to see whether my estimation was right [Overlay, unintelligible]. Okay, soin terms of the activity there is no number that we can think of, a while ago you [inaudible] so in terms of small and medium there is no number that we can look at right now?
James Skippen
There really is a large number. Like I said, most of the parties that we’re in discussions with, there are numbers being exchanged, so it’s a large number.
The problem is that sometimes you can be talking numbers and still have a wide gap and you can just never breach the gap, sometimes you can breach the gap, so we have so many discussion ongoing, I don’t want to be giving numbers. It’s actually changing day by day depending on what team is doing what so I just don’t think it’s that meaningful.
Dev Bhangui – Haywood Securites
Okay, thanks Jim and Phil for taking my questions, allthe best.
James Skippen
I just want to clarify your math on the break even component. What we provided are components, in the guidance we provided a couple of components.
We provided operating expenses, D&A, as a component of those expenses we’ve provided guidance on non cash elements. We have not provided things like interest income, income tax, et cetera so you have to be somewhat careful in terms of going straight to a breakeven point given the components that we’ve provided.
Dev Bhangui – Haywood Securites
Yeah I understand in terms of your tax [inaudible] and so on. But there is no way that I guess one can estimate and I’m not sure that it’s up to you [inaudible] how much of that [inaudible] or how much are you going to remain conservative.
As you said earlier in terms of not really burning that asset right?
James Skippen
That’s correct.
Dev Bhangui – Haywood Securites
Okay.
Phil Martin
But just to clarify $22-$27 million is cash based expense plus stock based comp. That’s what it represents.
Dev Bhangui – Haywood Securites
Yes, okay. Okay thanks.
James Skippen
Thanks Dev.
Operator
Thank you and our next question comes in from Greg Reed from Wellington West, please go ahead.
Greg Reed – Wellington West
Thanks, just a few questions here. First Jim, just a clarification, when you talk about, you characterize the medium sized deals as $1-$10, you were referring to that as being as sort of an annual number or potential total value of the deal?
James Skippen
No, the total value of the deal.
Greg Reed – Wellington West
Okay, alright and secondly just in terms of the number of guys on notice, I just want to geta sense, I mean you haven’t updated that ina while, but you were somewhere I think between 150-200, has that changed much lately and are you finding new guys out there that might have applications of your technology that you haven’t seen before?
James Skippen
I know that the number is over 300 now, Greg, I don’t have the exact number and we’ve got teams working on itall the time. We’re also, we are working on documenting our technology in new areas and I expect that before too long we’ll be announcing some completely different areas that we’re focusing on in addition to the areas that we’ve already announced but, if that’s your question…
Greg Reed – Wellington West
Yeah, that’s it, thanks and then final one for Phil, just in terms of the share count can you give me what the share count was quarter end then plus the options, the total balance of options outstanding and sort of the average strike price on them?
Phil Martin
I can if you just give mea second. We’re sitting at about 90 million.
Sorry let me just…
Greg Reed – Wellington West
…and I’ll drop off that was my last question so maybe you can go on to the next one.
Phil Martin
I’ll catch up with that.
Operator
Thank you and our next question comes in from Scott Tays from Scotia McLeod, go ahead.
Scott Tays – Scotia McLeod
Morning. Question for you given that you’ve given us looks like a tighter number on your operating expense for ’08.
Given that cash inthe bank right now is about $91 million and given the share price drop, have you considered atall a share buyback, given that you know you’ve got a better handle on that operating expense and if one were to make the assumption that nothing changed on a go forward basis, you’re going to generate cash revenue of $2.6 million per quarter, so your burn rate as a percentage of cash is quite low, so hasthe consideration been made?
James Skippen
You know, we continue to, we have looked atit and we’re not implementing one at this time, we’ll continue to monitor the situation and look at all options to improve shareholder value. It remains a possibility inthe future.
Scott Tays – Scotia McLeod
Okay, thanks.
Operator
Thank you and ladies and gentlemen that was the last question and this does conclude your conference call for today, we thank you for attending and ask that you please disconnect your lines.