Exhibit 99.1
OPENWAVE REPORTS RECORD EARNINGS
Revenue at the High-End of Outlook
REDWOOD CITY, Calif. — January 26, 2006 — Openwave Systems Inc. (Nasdaq: OPWV), the leading provider of open software products and services for the communications industry, today announced that revenues for its second fiscal quarter ended December 31, 2005 were $104.5 million, an increase of $11.0 million, or 12%, from $93.5 million during the December quarter in the preceding year, and an increase of $1.2 million, or 1%, from $103.3 million for the prior quarter ended September 30, 2005.
“We are pleased to announce record earnings today which have exceeded the expectations we set for the company,” said David Peterschmidt, president and CEO of Openwave. “Our performance reflects the efficiencies that now exist in the company and we are optimistic about our ability to capitalize on the opportunities presented by our fast growing market.”
Net income on a GAAP basis for the second fiscal quarter ended December 31, 2005 was $8.4 million, or $0.11 per share, compared to net income of $1.9 million, or $0.03 per share, for the December quarter in the preceding year and a net loss of $7.7 million, or $0.11 per share in the prior quarter.
Net income on a non-GAAP basis, which excludes amortization of intangibles, stock-based compensation, gain on sale of technology, impairment charges, acquisition-related costs and restructuring and related costs, for the second fiscal quarter ended December 31, 2005 was $19.3 million, or $0.22 per diluted share compared with $5.8 million, or $0.08 per diluted share, during the December quarter of the prior year and $9.0 million, or $0.12 per diluted share in the prior quarter. 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.
At December 31, 2005, the Company had cash, cash equivalents, short-term and long-term investments totaling $594.0 million, of which $22.1 million is set aside as restricted cash. On January 13, 2006, the company used approximately $117 million for the acquisition of Musiwave.
Business Outlook
Management’s current outlook for the third fiscal quarter ending March 31, 2006 is that revenues will be within a range of $110 million to $113 million, and fully diluted non-GAAP earnings per share, will be within a range of $0.18 to $0.20. Non-GAAP earnings per share excludes amortization of intangibles, stock-based compensation, and acquisition-related costs and restructuring and related costs.
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Page 2 of 8 — Openwave Reports Second Quarter Fiscal 2006
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 second quarter ended December 31, 2005. Interested parties may access the conference call over the Internet through the Company’s web site at www.openwave.com or by telephone at 800-811-7286 or 913-981-4902 (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: 9619410.
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.
About Openwave
Openwave Systems Inc. (Nasdaq: OPWV) 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.
Non-GAAP Measure
The company’s stated results include a non-GAAP measure, non-GAAP net income (loss), which excludes amortization of intangibles, stock-based compensation, gain on sale of technology, impairment charges, acquisition-related costs and restructuring and related costs from GAAP net income (loss). Management believes the presentation of this non-GAAP information may be useful to investors because the Company has historically provided this or similar information and understands that some investors find it helpful in analyzing the Company’s expenses and comparing them to the expenses of the Company’s competitors or others. Management uses this non-GAAP information, along with GAAP information, in evaluating the Company’s historical and projected operating results, primarily with a view to assessing ongoing expenses exclusive of specific, non-recurring transactions, as may be the case with our gain on sale of technology, restructuring and acquisition-related costs. Management uses the operating results exclusive of our equity-based compensation expense to compare our performance with the Company’s competitors or others. Management does so, in part, because of the divergence of opinion as to the best accounting method of equity compensation, notwithstanding the recent adoption of FAS 123R.
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Page 3 of 8 — Openwave Reports Second Quarter Fiscal 2006
This non-GAAP information is not prepared in accordance with generally accepted accounting principles and may differ from the non-GAAP information used by other companies. Non-GAAP information should not be considered in isolation from, or as a substitute for, information prepared in accordance with GAAP. Moreover, there are material limitations associated with the use of non-GAAP information. In this regard, while some transactions causing the non-GAAP expenses are non-recurring, the Company in the future may effect new transactions, such as acquisitions or restructurings that will trigger similar expenses. Moreover, the Company expects in the future to incur additional equity-based compensation pursuant to FAS 123R as outstanding stock options and restricted stock continue to vest and as a result of the granting of additional equity compensation. For these reasons, our non-GAAP information may not be as useful to investors as the GAAP information also provided.
Cautionary Note Regarding Forward Looking Statements
This release and the scheduled conference call contain forward-looking statements including those set forth above in the business outlook section 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 statements. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Openwave does not expect to, and disclaims any obligation to, update such statements. 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, technical difficulties that may be encountered in the development or use of our software, and potential infringement claims by third parties; (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 successfully manage and integrate Musiwave’s operations and employees, to successfully retain Musiwave’s existing customers, and to continue to grow the Musiwave customer base and revenue in accordance with projections, (i) the ability to acquire additional companies and technologies that complement the Openwave business and to successfully integrate such acquisitions; (j) increased global competition and pricing pressure on our products; (k) technological changes and developments; (l) general risks of the Internet and wireless and wireline telecommunications sectors; and (m) 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.
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Page 4 of 8 — Openwave Reports Second Quarter Fiscal 2006
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 Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, 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 atwww.openwave.com
# # #
© 2006 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.
| | |
INVESTOR CONTACTS: Mike Bishop Sr. Investor Relations Manager Openwave Systems Inc. (650) 480-4461 | | MEDIA CONTACTS: Hannah Summers Director, Public Relations Openwave Systems Inc. (650) 480-7119 Hannah.summers@openwave.com |
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Page 5 of 8 — Openwave Reports Second Quarter Fiscal 2006
OPENWAVE SYSTEMS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED
(In thousands)
| | | | | | |
| | | December 31, 2005
| | June 30, 2005
|
Assets | | | | | | |
Current Assets: | | | | | | |
Cash, cash equivalents and short-term investments | | $ | 542,971 | | $ | 236,555 |
Accounts receivable, net | | | 138,729 | | | 136,865 |
Other current assets | | | 22,466 | | | 21,961 |
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Total current assets | | | 704,166 | | | 395,381 |
| | |
Property and equipment, net | | | 17,447 | | | 16,765 |
Long-term investments | | | 28,904 | | | 25,909 |
Restricted cash and investments | | | 22,084 | | | 24,293 |
Intangibles, net and other assets | | | 30,047 | | | 34,884 |
Goodwill | | | 50,769 | | | 44,073 |
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| | | $ | 853,417 | | $ | 541,305 |
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Liabilities and Stockholders’ Equity | | | | | | |
Current Liabilities: | | | | | | |
Accounts payable | | $ | 12,410 | | $ | 10,861 |
Accrued liabilities | | | 58,829 | | | 54,429 |
Accrued restructuring costs | | | 20,604 | | | 20,236 |
Deferred revenue | | | 51,553 | | | 65,623 |
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| |
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Total current liabilities | | | 143,396 | | | 151,149 |
| | |
Accrued restructuring costs, less current portion | | | 70,862 | | | 77,261 |
Deferred revenue, less current portion | | | 1,893 | | | 3,408 |
Deferred rent obligations | | | 912 | | | 691 |
Deferred tax liabilities, less current portion, net | | | 3,484 | | | 5,025 |
Convertible subordinated notes, net | | | 147,780 | | | 147,367 |
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|
| |
|
|
Total liabilities | | | 368,327 | | | 384,901 |
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|
| |
|
|
Total stockholders’ equity | | | 485,090 | | | 156,404 |
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| |
|
|
| | | $ | 853,417 | | $ | 541,305 |
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Page 6 of 8 — Openwave Reports Second Quarter Fiscal 2006
OPENWAVE SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | |
| | | Three Months Ended
| | Six Months Ended
|
| | | December 31,
2005
| | | September 30,
2005
| | | December 31,
2004
| | December 31,
2005
| | | December 31,
2004
|
Revenues: | | | | | | | | | | | | | | | | | | |
License | | $ | 50,033 | | | $ | 48,714 | | | $ | 45,791 | | $ | 98,747 | | | $ | 83,976 |
Maintenance and support services | | | 24,259 | | | | 24,388 | | | | 22,847 | | | 48,647 | | | | 44,345 |
Professional services | | | 30,196 | | | | 30,240 | | | | 24,897 | | | 60,436 | | | | 48,782 |
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|
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| |
|
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|
| |
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|
Total revenues | | | 104,488 | | | | 103,342 | | | | 93,535 | | | 207,830 | | | | 177,103 |
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Cost of revenues: | | | | | | | | | | | | | | | | | | |
License | | | 1,343 | | | | 2,220 | | | | 1,090 | | | 3,563 | | | | 1,171 |
Maintenance and support services | | | 8,141 | | | | 7,774 | | | | 6,948 | | | 15,915 | | | | 13,585 |
Professional services | | | 20,443 | | | | 21,463 | | | | 19,401 | | | 41,906 | | | | 34,747 |
Amortization of intangible assets | | | 1,532 | | | | 1,581 | | | | 1,409 | | | 3,113 | | | | 2,550 |
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Total cost of revenues | | | 31,459 | | | | 33,038 | | | | 28,848 | | | 64,497 | | | | 52,053 |
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Gross profit | | | 73,029 | | | | 70,304 | | | | 64,687 | | | 143,333 | | | | 125,050 |
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Operating Expenses: | | | | | | | | | | | | | | | | | | |
Research and development | | | 21,186 | | | | 24,155 | | | | 22,372 | | | 45,341 | | | | 44,495 |
Sales and marketing | | | 28,978 | | | | 29,506 | | | | 25,754 | | | 58,484 | | | | 48,798 |
General and administrative | | | 17,392 | | | | 17,663 | | | | 12,257 | | | 35,055 | | | | 22,808 |
Restructuring and other related costs | | | (1,370 | ) | | | 8,275 | | | | 585 | | | 6,905 | | | | 1,492 |
Amortization of other intangible assets | | | 714 | | | | 714 | | | | 755 | | | 1,428 | | | | 1,280 |
Gain on sale of technology | | | (3,250 | ) | | | (4,299 | ) | | | — | | | (7,549 | ) | | | — |
| | |
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|
| |
|
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|
|
| |
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Total operating expenses | | | 63,650 | | | | 76,014 | | | | 61,723 | | | 139,664 | | | | 118,873 |
| | |
|
|
| |
|
|
| |
|
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|
|
| |
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|
Operating income (loss) | | | 9,379 | | | | (5,710 | ) | | | 2,964 | | | 3,669 | | | | 6,177 |
Interest and other (expense), net | | | 999 | | | | (330 | ) | | | 1,600 | | | 669 | | | | 1,357 |
Impairment of non-marketable equity securities | | | (104 | ) | | | — | | | | — | | | (104 | ) | | | — |
| | |
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|
Income (loss) before provision for income taxes | | | 10,274 | | | | (6,040 | ) | | | 4,564 | | | 4,234 | | | | 7,534 |
| | | | | |
Income taxes | | | 1,830 | | | | 1,636 | | | | 2,698 | | | 3,466 | | | | 4,711 |
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|
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|
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|
Net income (loss) | | $ | 8,444 | | | $ | (7,676 | ) | | $ | 1,866 | | $ | 768 | | | $ | 2,823 |
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Basic net income (loss) per share | | $ | 0.11 | | | $ | (0.11 | ) | | $ | 0.03 | | $ | 0.01 | | | $ | 0.04 |
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Diluted net income (loss) per share | | $ | 0.11 | | | $ | (0.11 | ) | | $ | 0.03 | | $ | 0.01 | | | $ | 0.04 |
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Shares used in computing basic net income (loss) per share | | | 75,003 | | | | 70,080 | | | | 66,073 | | | 72,542 | | | | 65,614 |
| | | | | |
Shares used in computing diluted net income (loss) per share | | | 79,433 | | | | 70,080 | | | | 70,340 | | | 77,224 | | | | 68,985 |
| | | | | |
Stock-based compensation by category: | | | | | | | | | | | | | | | | | | |
Maintenance and support services | | $ | 605 | | | $ | 401 | | | $ | — | | $ | 1,006 | | | $ | — |
Professional services | | | 512 | | | | 387 | | | | — | | | 899 | | | | — |
Research and development | | | 2,116 | | | | 2,028 | | | | 90 | | | 4,144 | | | | 208 |
Sales and marketing | | | 4,203 | | | | 4,565 | | | | 378 | | | 8,768 | | | | 501 |
General and administrative | | | 3,875 | | | | 2,823 | | | | 764 | | | 6,698 | | | | 1,117 |
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| | | $ | 11,311 | | | $ | 10,204 | | | $ | 1,232 | | $ | 21,515 | | | $ | 1,826 |
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Page 7 of 8 — Openwave Reports Second Quarter Fiscal 2006
OPENWAVE SYSTEMS INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | |
| | | Three Months Ended
| | Six Months Ended
|
| | | December 31,
2005
| | | September 30,
2005
| | | December 31,
2004
| | December 31,
2005
| | | December 31,
2004
|
Reconciliation between GAAP net income (loss) and Non-GAAP: | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 8,444 | | | $ | (7,676 | ) | | $ | 1,866 | | $ | 768 | | | $ | 2,823 |
Exclude: | | | | | | | | | | | | | | | | | | |
Restructuring and other related costs | | | (1,370 | ) | | | 8,275 | | | | 585 | | | 6,905 | | | | 1,492 |
Amortization of acquisition-related intangibles | | | 2,246 | | | | 2,295 | | | | 2,164 | | | 4,541 | | | | 3,830 |
Amortization of stock-based compensation | | | 11,311 | | | | 10,204 | | | | 1,232 | | | 21,515 | | | | 1,826 |
Gain on sale of technology | | | (3,250 | ) | | | (4,299 | ) | | | — | | | (7,549 | ) | | | — |
Impairment of non-marketable equity securities | | | 104 | | | | — | | | | — | | | 104 | | | | — |
Acquisition-related hedging cost | | | 495 | | | | 177 | | | | — | | | 672 | | | | — |
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Non-GAAP net income | | $ | 17,980 | | | $ | 8,976 | | | $ | 5,847 | | $ | 26,956 | | | $ | 9,971 |
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Interest expense on convertible debt, if dilutive* | | | 1,283 | | | | — | | | | — | | | 2,565 | | | | — |
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Numerator for diluted non-GAAP earnings per share | | $ | 19,263 | | | $ | 8,976 | | | $ | 5,847 | | $ | 29,521 | | | $ | 9,971 |
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Fully diluted net income (loss) per share** | | $ | 0.10 | | | $ | (0.10 | ) | | $ | 0.03 | | $ | 0.01 | | | $ | 0.04 |
Exclude: | | | | | | | | | | | | | | | | | | |
Restructuring and other related costs | | | (0.02 | ) | | | 0.11 | | | | 0.01 | | | 0.08 | | | | 0.02 |
Amortization of acquisition-related intangibles | | | 0.03 | | | | 0.03 | | | | 0.03 | | | 0.05 | | | | 0.05 |
Amortization of stock-based compensation | | | 0.13 | | | | 0.14 | | | | 0.01 | | | 0.26 | | | | 0.03 |
Gain on sale of technology | | | (0.04 | ) | | | (0.06 | ) | | | — | | | (0.09 | ) | | | — |
Impairment of non-marketable equity securities | | | — | | | | — | | | | — | | | — | | | | — |
Acquisition-related hedging cost | | | — | | | | — | | | | — | | | 0.01 | | | | — |
Interest expense on convertible debt, if dilutive | | | 0.01 | | | | — | | | | — | | | 0.03 | | | | — |
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Non-GAAP net income per share - diluted | | $ | 0.22 | | | $ | 0.12 | | | $ | 0.08 | | $ | 0.35 | | | $ | 0.14 |
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Shares used in computing fully diluted earnings per share | | | 87,587 | | | | 75,026 | | | | 70,340 | | | 85,378 | | | | 68,985 |
| * | The impact of an assumed conversion of convertible debt is included in the non-GAAP fully diluted calculation in the three and six months ended December 31, 2005 as its impact is dilutive to non-GAAP earnings per share. |
| ** | For the September 2005 quarter, calculation is the GAAP net loss divided by non-GAAP “shares used in computing fully diluted earnings per share.” |
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Page 8 of 8 — Openwave Reports Second Quarter Fiscal 2006
OPENWAVE SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended
| | | Six Months Ended
| |
| | | December 31,
2005
| | | September 30,
2005
| | | December 31,
2004
| | | December 31,
2005
| | | December 31, 2004
| |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 8,444 | | | $ | (7,676 | ) | | $ | 1,866 | | | $ | 768 | | | $ | 2,823 | |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation, amortization of intangibles and stock-based compensation | | | 15,892 | | | | 14,969 | | | | 6,140 | | | | 30,861 | | | | 11,087 | |
Accelerated depreciation on restructured property and equipment | | | — | | | | 414 | | | | 805 | | | | 414 | | | | 805 | |
Provision for doubtful accounts | | | 26 | | | | 692 | | | | 1,069 | | | | 718 | | | | 2,170 | |
Other non-cash expenses, net | | | (644 | ) | | | (168 | ) | | | 413 | | | | (812 | ) | | | 684 | |
Proceeds from sale of technology | | | (3,250 | ) | | | (4,299 | ) | | | — | | | | (7,549 | ) | | | — | |
Changes in operating assets and liabilities, net of effect of acquisitions | | | (11,511 | ) | | | (6,938 | ) | | | (12,197 | ) | | | (18,449 | ) | | | (33,936 | ) |
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Net cash provided by (used for) operating activities | | | 8,957 | | | | (3,006 | ) | | | (1,904 | ) | | | 5,951 | | | | (16,367 | ) |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Purchases of property and equipment, net | | | (2,686 | ) | | | (3,319 | ) | | | (3,395 | ) | | | (6,005 | ) | | | (5,021 | ) |
Purchases of intangible assets | | | — | | | | — | | | | (450 | ) | | | — | | | | (450 | ) |
Acquisitions, net of cash acquired | | | — | | | | — | | | | (408 | ) | | | — | | | | (46,841 | ) |
Proceeds from sale of technology | | | 3,250 | | | | 4,299 | | | | — | | | | 7,549 | | | | — | |
Proceeds (purchases) of investments, net | | | (129,734 | ) | | | (12,214 | ) | | | 10,939 | | | | (141,948 | ) | | | 9,813 | |
Restricted cash and investments, and non-marketable securities | | | — | | | | 2,116 | | | | (952 | ) | | | 2,116 | | | | (1,157 | ) |
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Net cash provided by (used for) investing activities | | | (129,170 | ) | | | (9,118 | ) | | | 5,734 | | | | (138,288 | ) | | | (43,656 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Net proceeds from issuance of common stock | | | 285,348 | | | | 14,239 | | | | 6,159 | | | | 299,587 | | | | 6,926 | |
Other, net | | | — | | | | — | | | | — | | | | — | | | | (4 | ) |
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Cash provided by financing activities | | | 285,348 | | | | 14,239 | | | | 6,159 | | | | 299,587 | | | | 6,922 | |
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Effect of exchange rates on cash and cash equivalents | | | — | | | | — | | | | 842 | | | | — | | | | 615 | |
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Net increase (decrease) in cash and cash equivalents | | | 165,135 | | | | 2,115 | | | | 10,831 | | | | 167,250 | | | | (52,486 | ) |
Cash and cash equivalents at beginning of period | | | 128,577 | | | | 126,462 | | | | 90,152 | | | | 126,462 | | | | 153,469 | |
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Cash and cash equivalents at end of period | | $ | 293,712 | | | $ | 128,577 | | | $ | 100,983 | | | $ | 293,712 | | | $ | 100,983 | |
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# # #
