Great Elm Capital 8-K Openwave Reports First Quarter Fiscal 2004 Results

Exhibit 99.1

OPENWAVE REPORTS FIRST QUARTER FISCAL 2004 RESULTS

REDWOOD CITY, Calif. —October 28, 2003—Openwave Systems Inc. (Nasdaq: OPWVD), the leading provider of open software products and services for the communications industry, today announced that revenues for its first fiscal quarter ended September 30, 2003 were $68.0 million, an increase from $66.5 million for the preceding quarter ended June 30, 2003.

In addition to revenue, the Company delivered results at the high end of the range for management’s outlook with respect to gross margins, total ending cash and investments, earnings per share, and EBITDA.

“We continue to execute on our plan toward profitability,” said Don Listwin, president and CEO of Openwave. “Our optimism in the mobile data market is growing as operators worldwide are rolling out new services.”

Openwave effected a 1 for 3 reverse stock split on October 21. Per share net loss on a pre- and post-split basis are as follows:

Pre-Split

Based on Generally Accepted Accounting Principles (GAAP), net loss for the first quarter ended September 30, 2003 was $14.0 million or $0.08 per basic share pre-split, compared to a net loss of $25.7 million or $0.14 per basic pre-split share for the preceding quarter.

Post-Split

Based on GAAP, net loss for the first quarter ended September 30, 2003 was $14.0 million or $0.23 per basic post-split share, compared to a net loss of $25.7 million or $0.43 per basic post-split share for the preceding quarter.

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Page 2 of 8—Openwave Reports First Quater Fiscal 2004

EBITDA loss, which consists of earnings before interest, taxes, depreciation, amortization and impairment of assets including deferred stock-based compensation expense, was $4.7 million. EBITDA loss included restructuring-related charges of $1.9 million. The Company considers EBITDA to be an important measure of performance because it reflects the resources available to fund the Company’s operations, and it is an important metric often used by investors to evaluate the performance of a business.

As of September 30, 2003, the Company had cash, cash equivalents, short-term and long-term investments totaling $367.3 million, of which $29.9 million is set aside as restricted cash. The total cash includes $145.7 million of net proceeds that Openwave raised when it completed an issuance of convertible debt in September 2003. Net cash used for operating activities during the three months ended September 30, 2003 was $13.4 million, which includes $6.9 million of cash used for restructuring costs.

Second Quarter Fiscal 2004 Business Outlook

Management’s current outlook for the quarter ending December 31, 2003 is that revenues will be within a range of $65 million plus or minus 10 percent, gross profit will be between 71 and 74 percent of revenues, net loss between $5 million and $15 million, GAAP net loss per share between $0.09 and $0.25 per share, and EBITDA between positive $3 million and negative $6 million. Management expects to have cash, cash equivalents, short-term and long-term investments, inclusive of restricted cash, of $345 to $355 million as of December 31, 2003.

Conference Call Information

Openwave has scheduled a conference call for 5:00 p.m. EDT today to discuss its financial results for its first quarter ended September 30, 2003. Interested parties may access the conference call over the Internet through the Company’s web site atwww.openwave.com or by telephone at(888) 428-4480 or (651) 291-5254 (international). A replay of the conference call will be available for 72 hours beginning at 8:30 p.m. EDT on October 28 by calling 800-475-6701. The replay can be accessed internationally by calling 320 365-3844, reservation number: 700290.

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

Page 3 of 8—Openwave Reports First Quater Fiscal 2004

About Openwave

Openwave Systems Inc. (Nasdaq: OPWVD) is the leading independent provider of open software products and services for the communications industry. Openwave’s breadth of products, including mobile phone software, multimedia messaging software (MMS), email, location and mobile gateways, along with its worldwide expertise enable its customers to deliver innovative and differentiated data services. Openwave is a global company headquartered in Redwood City, California. For more information please visit www.openwave.com.

Cautionary Note Regarding Forward Looking Statements

This release contains forward-looking statements (including without limitation those contained in the Business Outlook section and the quotations from management) relating to expectations, plans or prospects for Openwave Systems Inc. that are based upon the current expectations and beliefs of Openwave’s management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statement. Notwithstanding changes that may occur with respect to matters relating to the Business Outlook and other forward looking statements, Openwave does not expect to update such statements until the release of its next quarterly earnings announcement. Openwave, however, reserves the right to update such statements or any portion thereof at any time for any reason.

In particular, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (a) the ability to realize our strategic objectives by taking advantage of market opportunities in the Americas, Europe, the Middle East, and Asia; (b) 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; (c) 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; (d) the effects of our restructurings and the ability to successfully support our operations; (e) the ability to recruit and retain qualified, experienced employees; (f) the willingness of communication service providers to invest and improve their data networks; (g) the ability to successfully partner with other companies; (h) the ability to acquire additional companies and technologies and integrate such acquisitions; (i) increased global competition; (j) technological changes and developments; (k) general risks of the Internet and wireless and wireline telecommunications sectors; and (l) the uncertain economic and political climate in the United States and throughout the rest of the world and the potential that such climate may deteriorate further.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in 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, 2003, and any subsequently filed reports. All documents also are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) atwww.sec.gov or from Openwave’s Web site at www.openwave.com. The Company assumes no obligation to update the forward-looking statements included in this document.

Openwave and the Openwave logo are trademarks and or registered trademarks of Openwave Systems Inc. All other trademarks

are the properties of their respective owners.

Page 4 of 8—Openware Reports First Quarter Fiscal 2004

INVESTOR CONTACTS:

Bonnie McBride

The Global Consulting Group

415-388-1635

bmcbride@hfgcg.com

Joshua Pace

Chief Accounting Officer

Openwave Systems Inc.

650-480-4999

investor@openwave.com

MEDIA CONTACT:

Michele Landry

Openwave Systems Inc.

650-480-4622

Michele.landry@openwave.com

Page 5 of 8—Openwave Reports First Quarter Fiscal 2004

OPENWAVE SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED

(In thousands, except per share data)

	Three Months Ended
	September 30, 2003			June 30, 2003			September 30, 2002
Revenues:
License	$	32,208		$	32,056		$	39,744
Maintenance and support services		20,366			22,209			17,926
Professional services		9,803			8,014			8,178
Project		5,612			4,264			5,310
Total revenues		67,989			66,543			71,158
Cost of revenues:
License		1,945			797			1,309
Maintenance and support services		6,252			6,708			8,442
Professional services		7,296			6,394			5,866
Project		2,149			3,833			4,821
Amortization of intangible assets		622			621			1,955
Total cost of revenues		18,264			18,353			22,393
Gross profit		49,725			48,190			48,765
Operating Expenses:
Research and development		25,586			26,796			32,298
Sales and marketing		23,623			24,781			34,422
General and administrative		10,056			8,670			13,977
Restructuring and other related costs		2,652			9,926			83,335
Stock-based compensation		735			901			772
Amortization and impairment of goodwill and other intangible assets		68			69			7,754
Merger, acquisition and other integration related costs		—			—			244
Total operating expenses		62,720			71,143			172,802
Operating loss		(12,995	)		(22,953	)		(124,037	)
Interest and other income, net		578			1,830			2,287
Impairment of nonmarketable equity securities		—			(1,464	)		—
Loss before provision for income taxes and cumulative effect of change in accounting principle		(12,417	)		(22,587	)		(121,750	)
Income taxes		1,572			3,116			2,247
Loss before cumulative effect of change in accounting principle		(13,989	)		(25,703	)	$	(123,997	)
Cumulative effect of change in accounting principle		—			—			(14,547	)
Net Loss	$	(13,989	)	$	(25,703	)	$	(138,544	)
Post-split basic and diluted net loss per share	$	(0.23	)	$	(0.43	)	$	(2.36	)
Pre-split basic and diluted net loss per share	$	(0.08	)	$	(0.14	)	$	(0.79	)
Post-split shares used in computing basic and diluted net loss per share		60,104			59,733			58,742
Pre-split shares used in computing basic and diluted net loss per share		180,312			179,200			176,226

Page 6 of 8—Openwave Reports First Quarter Fiscal 2004

OPENWAVE SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(In thousands)

	September 30, 2003		June 30, 2003		September 30, 2002
Assets
Current Assets
Cash, cash equivalents and short-term investments	$	302,666	$	172,684	$	227,827
Accounts receivable, net		61,849		62,125		111,495
Other current assets		14,442		13,218		12,563
Total current assets		378,957		248,027		351,885
Property and equipment, net		38,145		44,582		78,200
Long-term investments		34,787		39,195		25,842
Restricted cash		29,867		22,271		22,900
Goodwill, intangibles and other assets		15,136		12,594		20,518
	$	496,892	$	366,669	$	499,345
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	4,208	$	3,844	$	8,528
Accrued liabilities		43,543		36,377		56,896
Accrued restructuring costs		15,625		18,358		39,985
Deferred revenue		62,809		73,790		80,835
Total current liabilities		126,185		132,369		186,244
Accrued restructuring costs—long term		46,032		48,152		54,816
Deferred rent obligations		4,117		3,870		2,917
Notes payable—long term		150,000		—		—
Total liabilities		326,334		184,391		243,977
Total stockholders’ equity		170,558		182,278		255,368
	$	496,892	$	366,669	$	499,345

Page 7 of 8—Openwave Reports First Quarter Fiscal 2004

OPENWAVE SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(In thousands)

	Three Months Ended
	September 30, 2003			June 30, 2003			September 30, 2002
Cash flows from operating activities:
Net loss	$	(13,989	)	$	(25,703	)	$	(138,544	)
Adjustments to reconcile net loss to net cash used for operating activities
Depreciation, amortization and impairment of intangible assets		7,537			8,304			19,033
Impairment of nonmarketable equity securities		—			1,464			—
Provision for (recovery of) doubtful accounts		135			(1,959	)		900
Cumulative effect of change in accounting principle		—			—			14,547
Impairment of property and equipment—restructuring related		738			2,083			12,202
Other non-cash activities		209			(70	)		—
Changes in operating assets and liabilities		(8,044	)		7,786			72,159
Net cash used for operating activities		(13,414	)		(8,095	)		(19,703	)
Cash flows from investing activities:
Purchases of property and equipment, net		(622	)		(731	)		(5,146	)
Acquisitions, net of cash acquired		—			—			(15,735	)
Net proceeds of short-term investments		2,194			35,035			27,612
Net proceeds (purchases) of long-term investments		4,412			(10,140	)		30,012
Restricted cash and investments		(7,596	)		285			—
Net cash provided by (used for) investing activities		(1,612	)		24,449			36,743
Cash flows from financing activities:
Proceeds from issuance of common stock, net		1,627			731			11
Proceeds from issuance of convertible debt, net		145,672			—			—
Other, net		4			(4	)		12
Cash provided by financing activities		147,303			727			23
Net increase in cash and cash equivalents		132,277			17,081			17,063
Cash and cash equivalents at beginning of period		139,339			122,258			140,699
Cash and cash equivalents at end of period	$	271,616		$	139,339		$	157,762

Page 8 of 8—Openwave Reports First Quarter Fiscal 2004

OPENWAVE SYSTEMS INC. AND SUBSIDIARIES

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION-UNAUDITED

(in thousands)

	Three Months Ended
	September 30, 2003			June 30, 2003			September 30, 2002
Reconciliation between EBITDA and GAAP net loss:
GAAP net loss	$	(13,989	)	$	(25,703	)	$	(138,544	)
Add back:
Income taxes		1,572			3,116			2,247
Interest income, net		(579	)		(1,184	)		(2,036	)
Depreciation and amortization		6,802			7,403			10,974
Impairment of goodwill and other assets		—			—			21,834
Impairment of property and equipment—  restructuring related		738			2,083			12,202
Stock-based compensation		735			901			772
Earnings before interest, taxes, depreciation and amortization	$	(4,721	)	$	(13,384	)	$	(92,551	)
	Three Months Ended
	September 30, 2003			June 30, 2003			September 30, 2002
Reconciliation of EBITDA to cash flows from operations:
EBITDA loss	$	(4,721	)	$	(13,384	)	$	(92,551	)
Income taxes		(1,572	)		(3,116	)		(2,247	)
Interest income, net		579			1,184			2,036
Impairment of nonmarketable equity securities		—			1,464			—
Provision for (recovery of) doubtful accounts		135			(1,959	)		900
Other non-cash operating activities		209			(70	)		—
Changes in operating assets and liabilities		(8,044	)		7,786			72,159
Cash flows used for operating activities	$	(13,414	)	$	(8,095	)	$	(19,703	)