Openwave Reports Fourth Quarter Financial Results
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[August 05, 2008]

Openwave Reports Fourth Quarter Financial Results

REDWOOD CITY, Calif. --(Business Wire)-- Openwave Systems Inc. (Nasdaq:OPWV), one of the world's leading software innovators enabling revenue-generating personalized services which converge the mobile and broadband experience, today announced that revenues for the fourth fiscal quarter ended June 30, 2008 were $53.5 million, compared with $47.0 million in the prior quarter ended March 31, 2008 and $61.0 million in the June quarter in the preceding year. Bookings for the quarter were $60.1 million.



Revenue of the recently divested client business, which was sold on June 27, 2008, and is included in discontinued operations, was $7.5 million for fiscal fourth quarter 2008, compared with $11.1 million in the prior quarter ended March 31, 2008 and $7.1 million in the same quarter in the preceding year.

"Despite a number of distractions that could have impacted our business, I am pleased with the quarter's results and the positive resolution of several corporate activities, including the divestiture of our client asset, the appointment of a new CFO and the conclusion of our internal investigation and subsequent third quarter 10-Q filing," said Bruce Coleman, interim CEO of Openwave. "As we enter into our new fiscal year, we are focusing our efforts on delivering new and innovative server side products to our tier one customers, as well as building a robust channel offering that complements our direct sales efforts and extends our customer base."



On a GAAP basis, net income for the fourth fiscal quarter ended June 30, 2008 was $8.2 million, or $0.10 per share, compared with a net loss of $14.7 million, or $0.18 per share, in the prior quarter and a net loss of $123.8 million, or $1.50 per share, in the June quarter in the preceding year.

On a non-GAAP basis, net loss, which excludes discontinued operations, amortization of intangibles and other acquisition-related costs, stock-based compensation, gains on sales of non-operating assets, costs associated with the stock option review, special investigation, and proxy contest, retention bonuses related to exploring strategic alternatives and restructuring costs, for the fourth fiscal quarter ended June 30, 2008 was $0.9 million, or $0.01 per share, compared with $7.2 million, or $0.09 per share, in the prior quarter and $11.2 million, or $0.14 per share, during the June quarter of the prior year. A reconciliation between net income (loss) on a GAAP basis and a non-GAAP basis is provided below in a table immediately following the Condensed Consolidated Statements of Operations.

Non-GAAP Measure

The Company's stated results include a non-GAAP measure: non-GAAP net loss. Non-GAAP net loss excludes certain items since they are related to unique non-recurring events, such as gains on sales of non-operating assets, costs associated with the stock option review and proxy contest, and retention bonuses related to when the Company explored strategic alternatives. Additionally, non-GAAP net loss excludes other items since they are non-cash items that other companies often exclude, in order to compare the Company with other companies, such as stock-based compensation, and other expenses which management believes are of limited usefulness in evaluating the Company's on-going business, such as restructuring costs and discontinued operations. Lastly, non-GAAP net loss excludes non-cash expenses that relate to non-routine events, such as the amortization of intangibles and acquisition-related costs. The company considers non-GAAP net loss to be an important measure because it provides a useful measure of the operational performance of the Company and is used by the Company's management for that purpose. In addition, investors often use a measure such as this to evaluate the financial performance of a company. Non-GAAP net loss results are presented for supplemental informational purposes to facilitate understanding Openwave's operating results. These non-GAAP results should not be considered as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.

Conference Call Information

Openwave has scheduled a conference call for 5:00 p.m. eastern time today to discuss its financial results for its fiscal fourth quarter ended June 30, 2008. Interested parties may access the conference call over the Internet through the Company's web site at www.openwave.com or by telephone at (888) 740-6140 or (913) 312-0726 (international). A replay of the conference call will be available for one week beginning at approximately 8:30 p.m. eastern time today by calling 888-203-1112. The replay can be accessed internationally by calling 719-457-0820. Reservation number: 2375184.

A live webcast of the call, together with supplemental financial information, will also be available on the Quarterly Earnings section of Openwave's website at http://investor.Openwave.com/ for at least 12 months.

About Openwave

Openwave Systems Inc. (Nasdaq: OPWV) is one of the world's leading innovators of software applications and infrastructure designed to enable revenue-generating, personalized services, including merchandising and advertising, which converge the mobile and broadband experience across all of a user's devices.

As the communications industry intersects with the Internet, Openwave software enables service providers to converge services, increasing the value of their networks by accelerating time to market and reducing the cost and complexity associated with new service deployment. Openwave's unique product portfolio provides a complete range of service management, messaging and location technologies. Openwave is a global company headquartered in Redwood City, California. For more information please visit www.openwave.com.

Openwave is a trademark of Openwave Systems Inc. All other trademarks are the properties of their respective owners.

Cautionary Note Regarding Forward Looking Statements

This press release contains 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, including, but not limited to, material contained in quotations, increased demand for some of the Company's products and expectations, plans or prospects for Openwave Systems Inc. that are based upon the current expectations and beliefs of Openwave's management. 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, Openwave assumes no obligation to update the forward-looking statements included in this press release.

In particular, the following factors, among others, could cause actual results to differ materially from those projected: (a) the ability to make changes in business strategy, development plans and product offerings to respond to the needs of our current, new and potential customers, suppliers and strategic partners; (b) the ability to improve sales productivity; (c) the ability to continue to sell our existing products and enhancements; (d) the ability to develop and commercialize new products; (e) risks associated with the development and licensing of software generally, including potential delays in software development and technical difficulties that may be encountered in the development or use of our software; (f) increased global competition and pricing pressure on our products; (g) the unknown effects of management changes; and (h) the loss of key personnel.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), including, but not limited to, the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2007, its Quarterly Report on Form 10-Q for the period ended September 30, 2007 and any subsequently filed reports. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Openwave's website at www.openwave.com.

            OPENWAVE SYSTEMS INC.
     CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED
              (In thousands)
                          June 30, June 30,
                           2008   2007
                          -------- --------
Assets
Current Assets:
 Cash, cash equivalents and short-term investments $224,809 $240,644
 Restricted cash                     42  2,061
 Accounts receivable, net               78,550  72,894
 Prepaid and other current assets           33,404  30,482
 Note receivable from sale of discontinued
 operations                     12,294    -
 Current assets of discontinued operation         -  19,039
                          -------- --------
 Total current assets                349,099 365,120
Property and equipment, net              13,941  19,834
Long-term investments and restricted cash and
 investments                     52,419  37,944
Deposits and other assets               7,762  4,575
Goodwill and intangible assets, net          66,523  86,162
Noncurrent assets of discontinued operation        -  34,652
                          -------- --------
 Total assets                   $489,744 $548,287
                          ======== ========
Liabilities and Stockholders' Equity
Current Liabilities:
 Accounts payable                  $ 4,918 $ 10,288
 Accrued liabilities                 45,329  56,344
 Accrued restructuring costs             13,845  26,118
 Deferred revenue                   48,239  46,342
 Convertible subordinated notes, net         149,842    -
 Current liabilities of discontinued operation       -  18,837
                          -------- --------
 Total current liabilities             262,173 157,929
Accrued restructuring costs, less current portion   41,927  51,140
Deferred revenue, less current portion        17,655  11,917
Deferred rent obligations and long-term taxes
 payable                        7,876  1,649
Deferred tax liabilities, net               98  1,349
Convertible subordinated notes, net            - 149,017
Noncurrent liabilities of discontinued operation      -  5,034
                          -------- --------
 Total liabilities                 329,729 378,035
Stockholders' equity                 160,015 170,252
                          -------- --------
 Total liabilities and stockholders' equity    $489,744 $548,287
                          ======== ========


            OPENWAVE SYSTEMS INC.
   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED
        (In thousands, except per share data)
            Three Months Ended      Year Ended
         ------------------------------ --------------------
         June 30, March 31, June 30, June 30,  June 30,
          2008   2008    2007   2008    2007
         --------- --------- ---------- --------- ----------
Revenues:
License      $ 13,477 $ 13,742 $ 17,294 $ 50,272 $ 63,524
Maintenance and
 support      20,217  14,886   19,144  71,240   74,111
Services      19,793  18,364   24,517  79,365  105,187
         --------- --------- ---------- --------- ----------
 Total revenues   53,487  46,992   60,955  200,877  242,822
         --------- --------- ---------- --------- ----------
Cost of revenues:
License        816    981   1,491   3,635   4,768
Maintenance and
 support       4,558   5,176   6,913  21,692   24,119
Services      14,177  13,163   17,790  59,257   76,776
Amortization of
 intangible
 assets       1,130   1,130   1,291   4,819   4,449
         --------- --------- ---------- --------- ----------
 Total cost of
 revenues     20,681  20,450   27,485  89,403  110,112
         --------- --------- ---------- --------- ----------
Gross profit     32,806  26,542   33,470  111,474  132,710
         --------- --------- ---------- --------- ----------
Operating
Expenses:
Research and
 development    12,303  13,223   15,442  50,024   62,271
Sales and
 marketing     13,143  15,696   23,467  64,174   93,527
General and
 administrative   15,835   7,496   16,073  46,954   67,060
Stock option
 review and
 associated costs    -     -     -     -   6,782
Restructuring and
 other related
 costs        1,253   5,852   16,277   8,641   29,224
Acquisition-
 related costs
 and amortization   153    140    136    841    276
Gain on sale of
 technology       -     -     -     -   (1,287)
         --------- --------- ---------- --------- ----------
 Total operating
 expenses     42,687  42,407   71,395  170,634  257,853
         --------- --------- ---------- --------- ----------
Operating loss
from continuing
operations     (9,881) (15,865)  (37,925) (59,160) (125,143)
Interest and other
(expense), net    (651)  (1,091)   3,430   3,641   18,293
Gain
on/(Impairment
of) investment in
non-marketable
equity securities    -     -   1,065     -    (120)
         --------- --------- ---------- --------- ----------
 Pre-tax loss
 from continuing
 operations    (10,532) (16,956)  (33,430) (55,519) (106,970)
Income taxes     1,519    681   1,840   3,337   5,161
         --------- --------- ---------- --------- ----------
 Net loss from
 continuing
 operations    (12,051) (17,637)  (35,270) (58,856) (112,131)
Net income (loss)
from discontinued
operation, net of
tax          473   2,889    (576)  6,804   3,462
Impairment of
assets of
discontinued
operations, net
of tax          -     -  (87,968)    -  (87,968)
Gain on sale of
discontinued
operation      19,735     -     -  36,190     -
         --------- --------- ---------- --------- ----------
Net income (loss) $ 8,157 $(14,748) $(123,814) $(15,862) $(196,637)
         ========= ========= ========== ========= ==========
Basic and diluted
net income (loss)
per share from:
 Continuing
 operations   $ (0.14) $ (0.21) $  (0.43) $ (0.71) $  (1.24)
 Discontinued
 operation      0.24   0.03   (1.07)   0.52   (0.94)
         --------- --------- ---------- --------- ----------
 Net income
 (loss) per
 share      $  0.10 $ (0.18) $  (1.50) $ (0.19) $  (2.18)
         ========= ========= ========== ========= ==========
Shares used in
basic and diluted
net income (loss)
per share      82,682  82,557   82,449  82,465   90,246
Stock-based
compensation by
category:
Maintenance and
 support     $   48 $  100 $   139 $  632 $   764
Services        181    269    208   1,229   1,196
Research and
 development      154    248    703   1,481   2,127
Sales and
 marketing       258    480    752   2,388   6,745
General and
 administrative    371    756    (459)  2,580   6,470
Restructuring and
 other related
 costs          -     -   1,691     -   4,489
Discontinued
 operation       34    57    251    698   1,225
         --------- --------- ---------- --------- ----------
         $ 1,046 $ 1,910 $  3,285 $ 9,008 $ 23,016
         ========= ========= ========== ========= ==========


            OPENWAVE SYSTEMS INC.
  RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET LOSS
        (In thousands, except per share data)
            Three Months Ended      Year Ended
         ------------------------------ --------------------
         June 30, March 31, June 30, June 30,  June 30,
          2008   2008    2007   2008    2007
         --------- --------- ---------- --------- ----------
Reconciliation
between GAAP and
Non-GAAP net
income (loss):
Net income (loss) $ 8,157 $(14,748) $(123,814) $(15,862) $(196,637)
Exclude:
Restructuring and
 other related
 costs        1,253   5,852   16,277   8,641   29,224
Acquisition-
 related costs
 and
 amortization(a)   1,283   1,270   1,427   5,660   4,725
Amortization of
 stock-based
 compensation    1,012   1,853   1,343   8,310   17,302
Professional fees
 associated with
 unusual
 events(b)      6,504   (710)   3,314   7,505   12,476
Retention bonuses
 related to
 strategic
 alternatives      -     -   3,078   3,113   3,450
Gain on sale of
 technology       -     -     -     -   (1,287)
Discontinued
 operations, net
 of tax      (20,208)  (2,889)  88,544  (42,994)  84,506
Gain on /
 (Impairment of)
 investment in
 non-marketable
 equity
 securities       -     -   (1,065)    -    120
Other-than-
 temporary
 impairments of
 investments     1,206   2,383     -   3,713     -
Tax impact of
 reconciling
 items(c)       (111)   (190)   (334)  (1,005)  (1,501)
         --------- --------- ---------- --------- ----------
Non-GAAP net loss $  (904) $ (7,179) $ (11,230) $(22,919) $ (47,622)
         ========= ========= ========== ========= ==========
GAAP net loss per
share - diluted  $  0.10 $ (0.18) $  (1.50) $ (0.19) $  (2.18)
Exclude:
Restructuring and
 other related
 costs      $  0.01 $  0.07 $  0.20 $  0.10 $  0.32
Acquisition-
 related costs
 and
 amortization(a) $  0.02 $  0.02 $  0.01 $  0.07 $  0.05
Amortization of
 stock-based
 compensation   $  0.01 $  0.02 $  0.01 $  0.10 $  0.19
Professional fees
 associated with
 unusual
 events(b)    $  0.08 $ (0.01) $  0.04 $  0.09 $  0.14
Retention bonuses
 related to
 strategic
 alternatives   $   - $   - $  0.04 $  0.04 $  0.04
Gain on sale of
 technology    $   - $   - $    - $   - $  (0.01)
Discontinued
 operation, net
 of tax      $ (0.24) $ (0.04) $  1.07 $ (0.52) $  0.94
Gain on /
 (Impairment of)
 investment in
 non-marketable
 equity
 securities    $   - $   - $  (0.01) $   - $    -
Other-than-
 temporary
 impairments of
 investments   $  0.01 $  0.03 $    - $  0.04 $    -
Tax impact of
 reconciling
 items(c)     $   - $   - $    - $ (0.01) $  (0.02)
         --------- --------- ---------- --------- ----------
Non-GAAP net loss
per share -
diluted      $ (0.01) $ (0.09) $  (0.14) $ (0.28) $  (0.53)
         ========= ========= ========== ========= ==========
Shares used in
computing diluted
earnings per
share        82,682  82,557   82,449  82,465   90,246
(a)Acquisition-related costs relates to retention-based consideration
under the terms of the Widerweb and Solomio acquisitions.
Amortization relates to acquired intangible assets.
(b)Relates to legal fees regarding the stock option lawsuits, special
investigation, proxy contests and strategic alternatives, net of
insurance reimbursement.
(c)The tax impact relates to amortization of acquisition-related
intangibles and tax benefits related to stock-based compensation.


            OPENWAVE SYSTEMS INC.
   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED
              (in thousands)
            Three Months Ended      Year Ended
         ------------------------------ --------------------
         June 30, March 31, June 30, June 30,  June 30,
          2008   2008    2007   2008    2007
         --------- --------- ---------- --------- ----------
Operating
activities:
Net income (loss) $ 8,157 $(14,748) $(123,814) $(15,862) $(196,637)
Gain on sale of
 discontinued
 operation     (19,735)    -     -  (36,190)     -
Reconciling items:
 Depreciation,
 amortization of
 intangibles and
 stock-based
 compensation    5,524   6,755   10,242  28,698   52,184
 Non-cash
 restructuring
 charges      1,024    518    258   2,587   2,641
 Provision for
 (recovery of)
 doubtful
 accounts       525   (508)   (347)  (1,402)   3,238
 Other non-cash
 items, net      907    477    (630)   (47)  (4,907)
 Other-than-
 temporary
 impairments of
 investments    1,206   2,383     -   3,713     -
 Proceeds from
 sale of
 technology       -     -     -     -   (1,287)
 Impairment of
 goodwill and
 other
 intangibles      -     -   87,968     -   87,968
 Changes in
 operating assets
 and liabilities,
 net of effect of
 acquisitions   (11,998)  (6,386)  25,037  (35,531)  53,946
         --------- --------- ---------- --------- ----------
 Net cash used
  for operating
  activities   (14,390) (11,509)  (1,286) (54,034)  (2,854)
         --------- --------- ---------- --------- ----------
Investing
activities:
Purchases of
 property and
 equipment, net   (1,296)  (1,095)  (1,182)  (5,726)  (12,450)
Proceeds from sale
 of non-operating
 assets         -     -     -   1,065     -
Proceeds from sale
 of technology and
 other          -     -     -     -   1,287
Acquisitions, net
 of cash acquired
 in continuing
 operations       -     -     -     -  (12,090)
Restricted cash
 related to
 acquisitions      -     -     -     -   (1,250)
Sale of
 discontinued
 operation, net of
 cash divested and
 costs       20,000  (3,381)     -  56,001     -
Payments and
 restricted cash
 related to prior
 acquisitions     (438)   (438)     -  (1,422)     -
Proceeds of
 investments, net  11,830  46,133   87,328  123,447  138,801
Reclass of cash
 equivalents to
 short term
 investments       -     -     -  (9,796)     -
Restricted cash
 and investments     -     -    (519)   225   1,009
         --------- --------- ---------- --------- ----------
 Net cash
  provided by
  investing
  activities    30,096  41,219   85,627  163,794  115,307
         --------- --------- ---------- --------- ----------
Financing
activities:
Payment on note
 payable         -     -     -   (113)   (305)
Net proceeds from
 issuance of
 common stock      -     -    245    88    622
Cash used to
 repurchase stock
 from employees     1     -     -   (504)   (988)
Stock buy back
 plan          -     -  (99,394)    -  (100,000)
Employee stock
 purchase plan     284     -   1,070    820   1,070
Dividends paid      -     -     -     -  (99,394)
         --------- --------- ---------- --------- ----------
 Cash provided by
  (used for)
  financing
  activities     285     -  (98,079)   291  (198,995)
         --------- --------- ---------- --------- ----------
Effect of exchange
rates on cash and
cash equivalents     -     -    135     -     95
         --------- --------- ---------- --------- ----------
Net increase
(decrease) in cash
and cash
equivalents     15,991  29,710  (13,603) 110,051  (86,447)
Cash and cash
equivalents at
beginning of
period       180,159  150,449   99,702  86,099  172,546
         --------- --------- ---------- --------- ----------
Cash and cash
equivalents at end
of period,
including
discontinued
operation     $196,150 $180,159 $ 86,099 $196,150 $ 86,099
         ========= ========= ========== ========= ==========


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