Exhibit 99.1

OPENWAVE REPORTS FISCAL 2007 THIRD QUARTER RESULTS
REDWOOD CITY, Calif. – April 26, 2007 –Openwave Systems Inc. (Nasdaq: OPWV), the leading provider of open software products and services for the communications industry, today announced financial results for its fiscal 2007 third quarter ended March 31, 2007. Revenues for the fiscal third were $71.1 million, compared with $113.0 million in the same quarter in the preceding year and $83.9 million in the prior quarter ended December 31, 2006.
On a GAAP basis, net loss for the third fiscal quarter ended March 30, 2007 was $32.5 million, or $0.35 per share, compared to net income of $9.6 million, or $0.10 per share, for the March quarter in the preceding year and a net loss of $15.8 million, or $0.17 per share in the prior quarter.
Net loss on a non-GAAP basis, which excludes amortization of intangibles, stock-based compensation, gain on sale of technology, impairment charges, acquisition-related costs, costs associated with the stock option review and proxy contest, retention bonuses related to exploring strategic alternatives and restructuring costs, for the third fiscal quarter ended March 31, 2007 was $18.5 million, or $0.20 per diluted share compared with net income of $20.5 million, or $0.21 per fully diluted share, during the March quarter of the prior year and a net loss of $2.7 million, or $0.03 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.
“We’re pleased to have Robert Vrij on board as the newly appointed chief executive officer,” said Bernard Puckett, chairman of Openwave’s Board of Directors. “We believe Openwave’s strong customer relationships, combined with Robert’s world class industry knowledge, will be critical in completing Openwave’s product transition – successfully bringing new products to our global customer base.”
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Openwave Reports Fiscal 2007 Third Quarter Results | | Page 2 |
Stock Repurchase Completed
The Company also announced that Merrill Lynch has completed the stock repurchase program and delivered a total of 11.8 million shares to the Company as of April 12, 2007 under its stock repurchase agreement. The Company has retired the repurchased shares.
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 third quarter ended March 31, 2007. 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) 208-1812 or (719) 457-2654 (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: 4185259.
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 Systems
Openwave Systems Inc. (Nasdaq: OPWV) is the leading independent provider of software solutions that ignite mobility for the communications and media industries. Openwave empowers its customers to rapidly transform their business by sparking new revenue streams and market opportunities, building loyal subscriber communities and reducing operational costs. Openwave’s broad range of IP-based handset-to-network solutions enable the rapid launch of information, communication and entertainment services across networks and devices and include handset software, content delivery, adaptive messaging, location, music and video services. Openwave is a global company headquartered in Redwood City, California. For more information please visit www.openwave.com.
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Openwave and the Openwave logo are trademarks of Openwave Systems Inc. All other trademarks are the properties of their respective owners.
Cautionary Note Regarding Forward Looking Statements
This release contains forward-looking statements 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.
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Openwave Reports Fiscal 2007 Third Quarter Results | | Page 3 |
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 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) technological changes and developments; and (h) general risks of the Internet and wireless and wireline telecommunications sectors.
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, 2006, 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 website at www.openwave.com.
For more information please contact:
| | | | |
Openwave Systems Inc. | | Openwave Systems Inc. | | |
Mike Bishop | | Vikki Herrera | | |
Investor Relations | | Public Relations | | |
investor@openwave.com | | Vikki.Herrera@openwave.com | | |
Tel: 650-480-4461 | | Tel: 650-480-6753 | | |
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OPENWAVE SYSTEMS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED
(In thousands)
| | | | | | |
| | March 31, 2007 | | June 30, 2006 |
Assets | | | | | | |
Current Assets: | | | | | | |
Cash, cash equivalents and short-term investments | | $ | 325,293 | | $ | 431,851 |
Restricted cash | | | 1,250 | | | — |
Accounts receivable, net | | | 95,137 | | | 152,547 |
Prepaid and other current assets | | | 30,929 | | | 18,564 |
| | | | | | |
Total current assets | | | 452,609 | | | 602,962 |
| | |
Property and equipment, net | | | 22,295 | | | 20,784 |
Long-term investments and restricted cash and investments | | | 62,138 | | | 81,140 |
Deposits and other assets | | | 7,050 | | | 9,169 |
Goodwill | | | 153,743 | | | 148,807 |
Intangibles, net | | | 54,198 | | | 55,727 |
| | | | | | |
Total assets | | $ | 752,033 | | $ | 918,589 |
| | | | | | |
| | |
Liabilities and Stockholders’ Equity | | | | | | |
Current Liabilities: | | | | | | |
Accounts payable | | $ | 11,907 | | $ | 14,951 |
Accrued liabilities | | | 70,026 | | | 59,077 |
Accrued restructuring costs | | | 13,687 | | | 18,542 |
Deferred revenue | | | 47,886 | | | 58,964 |
| | | | | | |
Total current liabilities | | | 143,506 | | | 151,534 |
| | |
Accrued restructuring costs, less current portion | | | 53,404 | | | 60,922 |
Deferred revenue, less current portion | | | 11,571 | | | 6,814 |
Deferred rent obligations | | | 1,400 | | | 1,055 |
Deferred tax liabilities, less current portion, net | | | 4,898 | | | 11,417 |
Convertible subordinated notes, net | | | 148,811 | | | 148,494 |
| | | | | | |
Total liabilities | | | 363,590 | | | 380,236 |
| | |
Stockholders’ equity | | | 388,443 | | | 538,353 |
| | | | | | |
Total liabilities and stockholders’ equity | | $ | 752,033 | | $ | 918,589 |
| | | | | | |
OPENWAVE SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | March 31, 2007 | | | December 31, 2006 | | | March 31, 2006 | | | March 31, 2007 | | | March 31, 2006 | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
License | | $ | 14,946 | | | $ | 24,789 | | | $ | 58,067 | | | $ | 69,305 | | | $ | 156,814 | |
Maintenance and support | | | 22,917 | | | | 22,833 | | | | 22,353 | | | | 68,563 | | | | 71,000 | |
Services | | | 22,712 | | | | 25,990 | | | | 23,200 | | | | 74,003 | | | | 73,408 | |
Projects/ Systems | | | 2,129 | | | | 2,080 | | | | 1,273 | | | | 10,336 | | | | 11,501 | |
Content | | | 8,348 | | | | 8,212 | | | | 8,151 | | | | 24,200 | | | | 8,151 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 71,052 | | | | 83,904 | | | | 113,044 | | | | 246,407 | | | | 320,874 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of revenues: | | | | | | | | | | | | | | | | | | | | |
License | | | 872 | | | | 737 | | | | 1,727 | | | | 3,414 | | | | 5,290 | |
Maintenance and support | | | 9,142 | | | | 8,053 | | | | 7,357 | | | | 25,003 | | | | 23,364 | |
Services | | | 17,502 | | | | 19,522 | | | | 18,579 | | | | 57,000 | | | | 55,114 | |
Projects/ Systems | | | 817 | | | | 1,278 | | | | 631 | | | | 4,493 | | | | 6,498 | |
Content | | | 3,413 | | | | 3,307 | | | | 4,553 | | | | 10,675 | | | | 3,965 | |
Amortization of intangible assets | | | 2,224 | | | | 2,138 | | | | 1,668 | | | | 6,051 | | | | 4,781 | |
| | | | | | | | | | | | | | | | | | | | |
Total cost of revenues | | | 33,970 | | | | 35,035 | | | | 34,515 | | | | 106,636 | | | | 99,012 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 37,082 | | | | 48,869 | | | | 78,529 | | | | 139,771 | | | | 221,862 | |
| | | | | | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 20,147 | | | | 19,554 | | | | 21,696 | | | | 60,018 | | | | 67,037 | |
Sales and marketing | | | 27,576 | | | | 26,392 | | | | 33,487 | | | | 81,525 | | | | 91,971 | |
General and administrative | | | 19,473 | | | | 17,736 | | | | 17,151 | | | | 53,615 | | | | 52,206 | |
Stock option review and associated costs | | | 540 | | | | 750 | | | | — | | | | 6,782 | | | | — | |
Restructuring and other related costs | | | 576 | | | | 2,024 | | | | 765 | | | | 13,560 | | | | 7,670 | |
Acquisition-related costs and amortization | | | 3,444 | | | | 3,085 | | | | 3,079 | | | | 9,477 | | | | 4,507 | |
Gain on sale of technology | | | — | | | | — | | | | (3,800 | ) | | | (1,287 | ) | | | (11,349 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 71,756 | | | | 69,541 | | | | 72,378 | | | | 223,690 | | | | 212,042 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (34,674 | ) | | | (20,672 | ) | | | 6,151 | | | | (83,919 | ) | | | 9,820 | |
Interest and other (expense), net | | | 3,921 | | | | 4,913 | | | | 4,126 | | | | 14,694 | | | | 4,795 | |
Impairment of non-marketable equity securities | | | (1,185 | ) | | | — | | | | — | | | | (1,185 | ) | | | (104 | ) |
| | | | | | | | | | | | | | | | | | | | |
Pretax income (loss) | | | (31,938 | ) | | | (15,759 | ) | | | 10,277 | | | | (70,410 | ) | | | 14,511 | |
Income taxes | | | 572 | | | | 17 | | | | 707 | | | | 2,413 | | | | 4,173 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (32,510 | ) | | $ | (15,776 | ) | | $ | 9,570 | | | $ | (72,823 | ) | | $ | 10,338 | |
| | | | | | | | | | | | | | | | | | | | |
Basic net income (loss) per share | | $ | (0.35 | ) | | $ | (0.17 | ) | | $ | 0.10 | | | $ | (0.78 | ) | | $ | 0.13 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted net income (loss) per share | | $ | (0.35 | ) | | $ | (0.17 | ) | | $ | 0.10 | | | $ | (0.78 | ) | | $ | 0.13 | |
| | | | | | | | | | | | | | | | | | | | |
Shares used in basic net income (loss) per share | | | 92,114 | | | | 93,352 | | | | 91,442 | | | | 92,880 | | | | 78,750 | |
Shares used in diluted net income (loss) per share | | | 92,114 | | | | 93,352 | | | | 95,044 | | | | 92,880 | | | | 82,217 | |
Stock-based compensation by category: | | | | | | | | | | | | | | | | | | | | |
Maintenance and support | | $ | 180 | | | $ | 423 | | | $ | 205 | | | $ | 785 | | | | 1,211 | |
Services | | | 199 | | | | 541 | | | | 299 | | | | 1,023 | | | | 1,198 | |
Research and development | | | 441 | | | | 684 | | | | 1,164 | | | | 1,710 | | | | 5,308 | |
Sales and marketing | | | 1,569 | | | | 2,233 | | | | 5,917 | | | | 6,480 | | | | 14,685 | |
General and administrative | | | 2,293 | | | | 2,664 | | | | 3,073 | | | | 6,935 | | | | 9,771 | |
Restructuring and other related costs | | | — | | | | 1,687 | | | | — | | | | 2,798 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 4,682 | | | $ | 8,232 | | | $ | 10,658 | | | $ | 19,731 | | | $ | 32,173 | |
| | | | | | | | | | | | | | | | | | | | |
OPENWAVE SYSTEMS INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS)
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | March 31, 2007 | | | December 31, 2006 | | | March 31, 2006 | | | March 31, 2007 | | | March 31, 2006 | |
Reconciliation between GAAP and Non-GAAP net income (loss): | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (32,510 | ) | | $ | (15,776 | ) | | $ | 9,570 | | | $ | (72,823 | ) | | $ | 10,338 | |
Exclude: | | | | | | | | | | | | | | | | | | | | |
Restructuring and other related costs | | | 576 | | | | 2,024 | | | | 765 | | | | 13,560 | | | | 7,670 | |
Acquisition-related costs and amortization* | | | 5,668 | | | | 5,223 | | | | 4,747 | | | | 15,528 | | | | 9,288 | |
Amortization of stock-based compensation | | | 4,682 | | | | 6,545 | | | | 10,658 | | | | 16,933 | | | | 32,173 | |
Stock option review and associated costs** | | | 540 | | | | 750 | | | | — | | | | 6,782 | | | | — | |
Fees associated with proxy contest | | | 2,380 | | | | — | | | | — | | | | 2,380 | | | | — | |
Retention bonuses related to strategic alternatives | | | 409 | | | | — | | | | — | | | | 409 | | | | — | |
Gain on sales of technology | | | — | | | | — | | | | (3,800 | ) | | | (1,287 | ) | | | (11,349 | ) |
Impairment of non-marketable equity securities | | | 1,185 | | | | — | | | | — | | | | 1,185 | | | | 104 | |
Acquisition-related hedging cost | | | — | | | | — | | | | — | | | | — | | | | 672 | |
Tax impact of reconciling items*** | | | (1,387 | ) | | | (1,488 | ) | | | (1,392 | ) | | | (4,363 | ) | | | (1,392 | ) |
| | | | | | | | | | | | | | | | | | | | |
Fully diluted non-GAAP net income (loss) per share | | $ | (18,457 | ) | | $ | (2,722 | ) | | $ | 20,548 | | | $ | (21,696 | ) | | $ | 47,504 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Interest expense on convertible debt, if dilutive**** | | | — | | | | — | | | | 1,283 | | | | — | | | | 3,848 | |
| | | | | | | | | | | | | | | | | | | | |
Numerator for fully diluted Non-GAAP earnings per share | | $ | (18,457 | ) | | $ | (2,722 | ) | | $ | 21,831 | | | $ | (21,696 | ) | | $ | 51,352 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
GAAP net income (loss) per share—diluted | | $ | (0.35 | ) | | $ | (0.17 | ) | | $ | 0.09 | | | $ | (0.78 | ) | | $ | 0.11 | |
Exclude: | | | | | | | | | | | | | | | | | | | | |
Restructuring and other related costs | | $ | 0.01 | | | $ | 0.02 | | | $ | 0.01 | | | $ | 0.15 | | | $ | 0.09 | |
Acquisition-related costs and amortization* | | $ | 0.06 | | | $ | 0.06 | | | $ | 0.05 | | | $ | 0.17 | | | $ | 0.10 | |
Amortization of stock-based compensation | | $ | 0.05 | | | $ | 0.07 | | | $ | 0.10 | | | $ | 0.18 | | | $ | 0.36 | |
Stock option review and associated costs** | | $ | 0.01 | | | $ | 0.01 | | | $ | — | | | $ | 0.07 | | | $ | — | |
Fees associated with proxy contest | | $ | 0.03 | | | $ | — | | | $ | — | | | $ | 0.03 | | | $ | — | |
Retention bonuses related to strategic alternatives | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Gain on sales of technology | | $ | — | | | $ | — | | | $ | (0.04 | ) | | $ | (0.01 | ) | | $ | (0.13 | ) |
Impairment of non-marketable equity securities | | $ | 0.01 | | | $ | — | | | $ | — | | | $ | 0.01 | | | $ | — | |
Acquisition-related hedging cost | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 0.01 | |
Tax impact of reconciling items*** | | $ | (0.02 | ) | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | (0.05 | ) | | $ | (0.01 | ) |
Interest expense on convertible debt, if dilutive**** | | $ | — | | | $ | — | | | $ | 0.01 | | | $ | — | | | $ | 0.04 | |
| | | | | | | | | | | | | | | | | | | | |
Non-GAAP net income (loss) per share—diluted | | $ | (0.20 | ) | | $ | (0.03 | ) | | $ | 0.21 | | | $ | (0.23 | ) | | $ | 0.57 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Shares used in computing fully diluted earnings per share | | | 92,114 | | | | 93,352 | | | | 103,197 | | | | 92,880 | | | | 90,371 | |
* | Acquisition-related costs relates to payments due under the terms of the Musiwave and Widerweb acquisitions. Also includes $495 and $672 thousand of acquisition-related hedging costs in the three and nine months ended March 31, 2006. Amortization relates to acquired intangible assets. |
** | Relates to legal fees regarding the stock option review and resulting lawsuits. |
*** | The tax impact relates to amortization of acquisition-related intangibles and tax benefits related to stock-based compensation. |
**** | The associated interest expense and convertible shares are included if the result is dilutive to net income per share. |
OPENWAVE SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | March 31, 2007 | | | December 31, 2006 | | | March 31, 2006 | | | March 31, 2007 | | | March 31, 2006 | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (32,510 | ) | | $ | (15,776 | ) | | $ | 9,570 | | | $ | (72,823 | ) | | $ | 10,338 | |
Adjustments to reconcile net income (loss) to net cash (used for) provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation, amortization of intangibles and stock-based compensation | | | 12,640 | | | | 13,896 | | | | 17,445 | | | | 39,144 | | | | 48,306 | |
Noncash restructuring charges | | | — | | | | 1,687 | | | | — | | | | 4,158 | | | | 414 | |
Provision for doubtful accounts | | | 1,607 | | | | 1,978 | | | | 147 | | | | 3,585 | | | | 865 | |
Other non-cash expenses, net | | | (3,008 | ) | | | (1,466 | ) | | | (1,158 | ) | | | (6,822 | ) | | | (1,970 | ) |
Proceeds from sale of technology and other | | | — | | | | — | | | | (3,800 | ) | | | (1,287 | ) | | | (11,349 | ) |
Impairment of non-marketable equity securities | | | 1,185 | | | | — | | | | — | | | | 1,185 | | | | — | |
Changes in operating assets and liabilities, net of effect of acquisitions | | | 37,514 | | | | (14,940 | ) | | | (22,588 | ) | | | 30,533 | | | | (41,037 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used for) provided by operating activities | | | 17,428 | | | | (14,621 | ) | | | (384 | ) | | | (2,327 | ) | | | 5,567 | |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Purchases of property and equipment, net | | | (3,461 | ) | | | (3,152 | ) | | | (2,169 | ) | | | (11,268 | ) | | | (8,174 | ) |
Acquisition, net of cash paid | | | (3,558 | ) | | | (8,532 | ) | | | (113,916 | ) | | | (12,090 | ) | | | (113,916 | ) |
Restricted cash related to acquisition | | | — | | | | (1,250 | ) | | | — | | | | (1,250 | ) | | | — | |
Proceeds from sale of technology and other | | | — | | | | — | | | | 3,800 | | | | 1,287 | | | | 11,349 | |
Proceeds (purchases) of investments, net | | | 20,115 | | | | 49,355 | | | | (9,301 | ) | | | 51,473 | | | | (151,249 | ) |
Restricted cash and investments | | | 346 | | | | (863 | ) | | | 2,042 | | | | 1,528 | | | | 4,158 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used for) provided by investing activities | | | 13,442 | | | | 35,558 | | | | (119,544 | ) | | | 29,680 | | | | (257,832 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Payment on note payable | | | — | | | | (305 | ) | | | — | | | | (305 | ) | | | — | |
Net proceeds from issuance of common stock | | | 181 | | | | (817 | ) | | | 19,763 | | | | (611 | ) | | | 319,350 | |
Stock buy back | | | (100,000 | ) | | | — | | | | — | | | | (100,000 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Cash (used for) provided by financing activities | | | (99,819 | ) | | | (1,122 | ) | | | 19,763 | | | | (100,916 | ) | | | 319,350 | |
| | | | | | | | | | | | | | | | | | | | |
Effect of exchange rates on cash and cash equivalents | | | (160 | ) | | | 99 | | | | — | | | | (40 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (69,109 | ) | | | 19,914 | | | | (100,165 | ) | | | (73,603 | ) | | | 67,085 | |
Cash and cash equivalents at beginning of period | | | 170,937 | | | | 151,023 | | | | 293,712 | | | | 175,431 | | | | 126,462 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 101,828 | | | $ | 170,937 | | | $ | 193,547 | | | $ | 101,828 | | | $ | 193,547 | |
| | | | | | | | | | | | | | | | | | | | |