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Executives

Mike Bishop – Investor Relations

Ken Denman – Chief Executive Officer

Anne Brennan – Chief Financial Officer

Analysts

Scott Sutherland – Wedbush Securities

Charlie Anderson – Dougherty & Company

Scott Zeller – Needham & Company

Tom Roderick – Stifel Nicolaus

Openwave Systems Inc. (OPWV) F3Q11 Earnings Call April 28, 2011 5:00 PM ET

Operator

Welcome to the Openwave’s Earnings Conference Call. During today’s presentation, all parties will be in a listen-only mode following the presentation the conference will be opened for questions. (Operator Instructions) This conference is being recorded today Thursday April 28, 2011. I would now like to turn the conference over to Mike Bishop, Investor Relations. Please go ahead sir.

Mike Bishop

Thank you. Good afternoon everyone and thank you for joining us today to discuss the results of Openwave’s third quarter of fiscal year 2011. Joining me today from RedWood City are Ken Denman, Chief Executive Officer and Anne Brennan, Chief Financial Officer. Before we discuss the results for the quarter, I want to remind everybody that we are operating under the Rule of Regulation S-T. The third quarter financial result’s press release was distributed at the close of market today, and if you have not seen the copy, you can find one at our website at openwave.com.

For your convenience, this call is being recorded and will be available for playback from our website for three months. Before we begin, I would like to remind you that any remarks that maybe made on this call or in our earnings press release about future expectations, plans and prospects for the company may constitute forward-looking statements for the purpose of the safe-harbor provision of the Private Securities Litigation Reform Act of 1995. The actual results may differ materially from those indicated by the forward-looking statement as a result of various important factors. In fact it includes specific risk factors discussed in the company’s press release that was distributed today and in the company’s filings with the SEC including but not limited to the fiscal 2010 year-end results on Form 10-K and the other reports subsequently filed with the SEC.

We intend to make forward-looking statements based on management’s outlook as of today. We do not intend to update these statements until the release of Openwave’s next quarter report and disclaim any obligations to do so prior to that time. We reserve the right to update the outlook for any reason during the quarter.

I would like to note that during the discussion of the financial results, unless otherwise indicated, gross margin expense and earnings related items are reported on a non-GAAP basis, which excludes stock-based compensation, loses and impairment on investments, amortization of intangibles, restructuring expense, and amounts related to unusual events.

Please access our financial metrics summary, which is available on the Investor section of openwave.com to review Openwave's historical financial performance and reconciliation of the non-GAAP measures we report to the corresponding GAAP measures.

And with that I'd like to turn the call over to Ken.

Ken Denman

Thanks Mike, and welcome everyone to our Q3 earnings call. I will discuss the business developments of the quarter and Anne will give the details on the numbers. Before we dive into the quarter, I want to step back for a couple of minutes to put our near-term results into the perspective of our larger strategies and opportunities.

The most fundamental driver of our business is the demand for multi-data and this demand is exceeding everyone’s expectations. Openwave’s ability to capitalize on this rising demand rests on three pillars, mediation, messaging and monetization of the intellectual property.

But first mediation, at multiple time it continues to take its toll on networks. We expect carries to increasingly relay on software to maximize their investment in costly hardware. Openwave is positioned to help carriers to meet this need with software that helps them get more from their hardware.

Today, when you look and stay in our bookings, you will see more and more customers who are adopting our video optimization and price plan innovation solutions to manage and then monetize the surge in mobile data.

Second messaging, the messaging business is being driven by consumer demand to share rich content across all screens using one of our modes of social networks at the moment. We are positioned to help customers meet this demand as well. Our messaging solution gives MSOs, ISPs and cable providers a scalable platform on which they can manage and protect the vast amount of content being stored while simplifying the message process regardless of application or device.

And finally modernization of our intellectual property, as we’ve said before, we are in the process of developing our systems. We also developed an extensive patent portfolio, which includes some foundational mobile data patents. As more and more people access the internet and connected devices the hardware and the software industry has moved towards the space in which we’ve been working for many years. As a result, we believe we may have untapped value in our intellectual property creating substantial opportunity to drive higher revenues via license agreements.

I will give an update on ou progress later in the call. However, back over the past few years, I might remind you that how far this company has come. So taken (inaudible) two years ago when the stock was at $0.50 we have completely realigned the product strategy around our two-core strengths of mediation and messaging, completely re-architected the product portfolio and launched the patent licensing all while stabilizing customer relationships.

I am optimistic about the about next few quarters because I think the company is making progress. Now let’s look what does it like but we believe the strategy is starting to demonstrate results.

I’m happy to report that bookings were strong in the quarter at $48.1 million. Revenue came in at $38.9 million and our non-GAAP EPS loss was $0.08.

Our strong bookings is the product of a significant effort by our whole team excluding patterns, we had three consecutive quarters of bookings growth, and we believe this as a beginning of the period of financial improvement for the company.

The book-to-bill ratio was 1.2 to 1 and can change what we would consider a more normalized product and services profile. They have a healthier amount in license revenue than what we’ve seen in recent financial results.

The higher bookings brought while in the levels point to improved future gross margins. Associated with strong bookings, our backlog increased by $9 million. Also last quarter, I committed to deliver (inaudible) product wins. We achieved that goal although one deal was signed just after the close of the quarter and contained two new products making it five wins since we last spoke. Let me write down the new product wins. Two were for Passport: Smart Policy, the other three were Media Optimizer wins. The deal that we signed after the close of the quarter was a strategic win with a subsidiary of a larger investment group.

We feel these wins marketed at quite some point of the business for our new products there. It has taken some time, but we are pleased to see customers adopting our network and testing control and price plan innovation products. We are also looking to accelerate this push now that we have rapid customers with deals moving into production.

The platform strategy we’ve been implementing is beginning to pay dividend. There have been a number of end business where customers have returned after the initial purchase of a service enabler to purchase his second or third enabler that play in the platform. Once you see the (inaudible) which is valuable and enablers can be integrated. They are more likely to make subsequent purchases.

And after the last quarter’s conference call, we went to the Annual Mobile World Congress Trade Show with a big announcement was our OEM partnership deal with Juniper Networks. This is a significant announcement for us as Juniper will be incorporating our Media Optimizer product into their Media Flow solution for mobile video delivery.

After testing many of our competitive solutions in an effort to determine, which was best suited for OEM, Juniper chose our solution. For Openwave this is an opportunity to maintain our presence in data path as operators migrate to 4G networks.

Juniper and Openwave begins selling this concept to customers immediately after the announcement and we expect to have our first GA product for this partnership in this summer.

I’d like to give you an update Openwave’s intellectual property licensing program. Openwave has been a leading innovator in the mobile data sector for over 14 years and as such has developed with valuable IP library, containing significant foundational patterns on how mobile devices connect to the Internet. This patent portfolio is a significant asset and we are working diligently to convert it into an ongoing revenue stream.

I can assure you that we are taking the right steps to unlock the value of our intellectual property portfolio because we believe the ROI is significant. We have put a number of potential licensees on notice, and we’re in discussions toward arrangements. We hope to avoid litigation, but there are no guarantees. We will provide regular updates on our progress with this initiative.

Now (inaudible) on the quarter. We agreed a cash burn on the quarter and what we are comfortable with. The reasons for this include some non-recurring circumstances, some working capital shifts and finally we use cash on restructuring and look on the details. But I would like to address the restructuring.

During the March quarter, as we indicated on the last call, we executed the restructuring to reduce our operating expense level, specifically R&D associated with legacy products. We used $2 million in cash to compete the restructuring. Meanwhile we added a few new employees in line with the new critical power development initiatives, such as our dealer partnership initiative. The net effect was an OpEx savings of approximately $2 billion per quarter. We expect to take some initial savings in Q4 on the U.S. actions. But as we mentioned last quarter, the (inaudible) and savings will be realized in Q1 as we took action in some geographies with longer recognition periods.

We are also whining down the media optimizer trial program, the cost of which were shared across engineering and filter market. We expect to spend less of this program by Q1 as we complete the trials currently in progress. The trials program was indispensable in establishing openly expedition in the video optimization space through loud and production trials that showcased our products’ unique capabilities. We won as almost six media optimizer deals, both inside and outside of the trials program. Now that we have customers in deployment we are using data for these new insertions or references and in fact have seen a steady increased in RFPs over the last few quarters.

I’m pleased to report several key wins for the quarter. The first (inaudible) process. Over the past year our customer concentration has been decreasing. In other words if the highlighted impact of concentration risk became more clear last year, we have moved forward, working hard to broaden gap in the breadth of the customer base, booking deals on a more distributed geographic pattern.

In Japan we closed a messaging deal this quarter with SoftBank Mobile for additional support and licensing for Email Mx. Our carrier of scale e-mail platform that supplies the distributed architecture for low cost storage and you have redundantly. To accommodate a growing amount of content consumers store in the cloud.

We extended our relationship with Vodacom, South Africa by signing a multiyear deal for ongoing with managed services. This deal is significant because it underscores Vodacom’s commitment to our mediation products and platform. We signed a smart policy deal with the tier1 EMEA telecom service provider.

To our policy is a part of our Passport solution and is designed to enable operators to capitalize on the growing demand for data services to rapid life plan innovation. In the Asia Pac we closed our licensing deal with another tier 1 operator due to their exponential growth in mobile data traffic the operator purchased additional mediation licenses.

Also in APAC, we closed a deal with a major operator in Southeast Asia for Web and Media Optimizer. These chart management solutions are designed to help operators efficiently optimize Web and video content over their mobile network with the goal of improving the subscriber experience and ultimately saving CapEx.

Last quarter, I spoke briefly about the new attraction we’re seeing in our messaging business. Messaging has been a consistent if relatively flat source of revenue over the years. But we see opportunities in the market that we feel often wait and exploit with its competitive advantage and scalability in customer penetration.

Our messaging business plan follows what we’ve done in our mediation business. Take approving carrier grade platform and migrated to an open extensible architecture with open APIs for the growing number of potential third-party and over-the-top messaging applications.

By moving away from a proprietary solution, we can effectively open up the market to broader participation. Many most of messaging can be supported by flexible user interface that is built on a distributed back in architecture (inaudible) geographically redundancies and cost efficient storage. Our goal is to be the (inaudible) choice for converged messaging so carriers to provide a single point of access to relevant data, social, personal, and business anywhere, anytime with virtually any device.

Finally, I would like to welcome John Charters to Openwave. The Board and I appointed John, as SVP of Worldwide Sales earlier this month after Alan Parks’s resignation. John has extensive sales and years of experience in the telecommunications industry including direct experience with many of our customers.

He previously served as Chief Operating Officer of iPass will be responsible for sales. (inaudible) improving sales momentum was clearly built.

In closing, Openwave’s financial success depends on three matters; mediation, messaging and patterns. I want to provide you with a yardstick to measure our progress. We still have to measure us on increased bookings. You should also look for new products and new customers maintaining our delivery solutions release base is critically important. Finally, it is my goal to have a market recognized full value of our intellectual property portfolio. So I would ask that you pay attention to activity in this area.

I would now turn the call to Anne to discuss financial details. Anne.

Anne Brennan

Thank you Ken, and good afternoon everyone. I would like to provide details on the financials for the third fiscal quarter. Overall for the quarter ended March 31, 2011, Openwave posted a GAAP loss of $0.13 per share and a non-GAAP net loss of $0.08 per share. Reconciliation from GAAP to non-GAAP profit or loss can be found on our press release on our website.

Revenue for the quarter was $38.9 million, a decrease of $1 million or 2.6% quarter-over-quarter. License revenue was $11.9 million, an increase of $1.9 million or 18.5% sequentially and comprised 31% of total revenue. The quarter-over-quarter increase was primarily due to revenue derived from EMEA customer. Maintenance and Support revenue was $11.5 million, a decrease of $2.4 million from the prior quarter and comprised 30% of total revenue in the current quarter compared to 35% of revenue in the prior quarter. The variance was primarily attributable to lower contracted revenues in the Americas region in connection with the significant customers renewed.

We expect M&As to be flat to slightly down until license revenue increases. Services revenue was $15.4 million, a decrease of $0.5 million or 3% sequentially. Services revenue comprised approximately 40% of total revenue over the past two quarters. The regional breakdown of revenue in the March quarter proves that 41% of our revenue originated from customers based in the Americas, 26% from EMEA and 33% from Asia. This compares to the prior quarter breakdown of 58% from Americas, 14% from EMEA and 28% from Asia.

I would like to note, we begun to receive improvements from EMEA, our APAC and Japan performed well. Also as became the remarks we are seeing decreased customer concentration as the Americas represented a total expense of 50% in revenues. For the third fiscal quarter 2011, stream represented 19% revenue, Broadcom represented 17% and [KBDI] represented 10%. No other customers represented greater than 10% of our revenue for the quarter. Actual bookings in Q3 exceeded 20% to $48.1 million over the second quarter of 2011.

Turning now towards gross margin. We achieved that 57.4% blended gross margin for the quarter, a decline of 3.6 points sequentially. The gross margin decline was primarily attributable to the decreased maintenance and support revenue and increased services cost.

Gross margin on license of 99.4% increased slightly from 99.2% in the prior quarter or 0.2 points. The maintenance across gross margin of 64.1% decreased by 7.6 points from 71.7% last quarter primarily due to lower contracted revenues from a significant customer and new maintenance entering a new support period. The decrease in maintenance and support margins have been the product of a number of margin rich maintenance and support yields expiring and the period of renegotiation of maintenance and support contract on existing products with our tier one customers.

We have a two platform that can do maintenance and support gross margins first in (inaudible) can drive better margins. And secondly we are implement a fund to free maintenance and support cost. We should see the impact of our efforts in the first half of fiscal ’12.

Services margins of 19.9% decreased 7.6 points from 27.5% last quarter due to the impact of the new product implementation or service delivery costs or higher than anticipated. We expect these margins to recover to historical averages next quarter.

As for operating expenses in fiscal quarter three, research and development expenses or $9.8 million with $0.5 million decrease or 5.2% sequentially. The quarter-over-quarter decrease is primarily attributable to the implementation of cost cutting measures commenced in early February.

Fiscal quarter resells and marketing expenses of $12.7 million were $1.5 million higher or 13.4% as compared to the prior quarter primarily due to higher sales commissions and increased pre-sales activities related to the trial program. Also during the third quarter, we recorded higher expenses in connection with trade shows specifically in mobile work (inaudible) and CPI.

General and administrative expenses of $5.8 million increased $0.6 million or 10.7% from $5.2 million in the prior quarter. This quarter-over-quarter increase is primarily the result of reduction of compensation expense in the prior quarter and higher field tax expense in the current quarter [aesthetical] during the beginning of the calendar year.

Our headcount decreased by 38 from the prior quarter despite 147. This reflects the reduction that we announced earlier this quarter as part of our restructuring fund. PCR metric posted on the website for a breakdown of headcount by functions. As a reminder, the gross margins, cost of revenues, and operating expenses I just discussed were all unknown GAAP basis.

On the GAAP basis in the March quarter interest and other expense was $467,000, which is a decrease from income of $210,000 in the prior quarter. The decrease in the prior quarter was primarily due to the loss recognized in connection with the sale of an auction rate security triggering the recognition of a reduction in fair market value previously recorded in the equity sections in the balance sheet.

Now turning to the balance sheet; accounts receivable increased to $25.3 million at the end of March from $22.6 million at the end of the December, primarily the result of increased billable bookings. This in turn increased our DSO to 59 days for fiscal quarter three, up from 61 days in the prior quarter. Differed revenue decreased to $37.1 million as of March 31, 2011 as compared to $40.7 million at the end of December. The quarter-over-quarter decrease was primarily attributable to revenues recognized in connection with the European transaction as well as progress made on multiple regions.

We ended the quarter with $101.4 million in cash and investments then from $113.4 million at the end of the previous quarter. This is primarily the result of $2 million used for restructuring initiatives and then in February more collections due to reduced AR balance and operational caches each.

As we discussed last quarter, and the things we cover we intend to use some cash flow operations including the restructure real-estate, but certainly not at the levels that we saw in Q3. Until the revenues improve to above our breakeven level we can expect to use cash for operations.

And we are also now entirely viewing our net operating losses of approximately $1.5 billion. The most efficient use of these is obviously again future operating profits of the business. This was approximate to $500 million in retention cash benefit. However, the use of these losses by third-parties is significantly restricted to tax regulations, which went in more to time horizon and rate to offset. This was the impact of reducing the potential fee income tax benefit to less than $100 million, which can be used over a 20-year period.

To reiterate what Ken said, due to restructuring initiatives we should see some operating expense improvement in fiscal Q4 and this will impact in fiscal Q1. Also we expect to approach breakeven and see gross margin improvement in fiscal Q1.

Our backlog however may expand at $183 million, an improvement of $12 million from the fourth quarter of fiscal year 2011. As a reminder, we typically recognize this demand over four to six quarters. The reminder of revenue is comprised of dispute revenue, which has historically represented 10% to 15% of revenue on average each quarter. This one (inaudible) is committed, driving to profitability. We believe we have taken the necessary steps toward ensuring we have a healthy business.

Operator, we’d now like to open up the call for questions.

Question-and-Answer Session

Operator

Thank you. We will now begin the question-and-session. (Operator Instructions) And our first question comes from the line of Scott Sutherland with Wedbush Securities. Please go ahead.

Scott Sutherland – Wedbush Securities

Great. Thank you, and good afternoon.

Ken Denman

Good afternoon.

Scott Sutherland – Wedbush Securities

So, Ken, you guys have been talking about this booking and watching that burst owing the revenue growth. You’ve now seen, obviously this is a really good quarter and the last (inaudible). What’s your outlook to when this is going to start equating the revenue growth. Do you think you are one, two, three quarters out and then a year out or you’re still not comfortable talking about that?

Kenneth D. Denman

So, thanks for mentioning the quarter-over-quarter and frankly the booking start that we had talked about. We really are excited to see booking the heading the right direction. And I guess more importantly or as importantly underneath the bookings is a much profile of bookings than we did in previous quarters, which is to say a better mix of license (inaudible) and services. The key to revenue growth is to continue to deliver bookings results that have this right mix because obviously as you generate sales and incur license and drive more margins and that was right through the so. Part bookings sell in to our backlog and as we said before as Anne mentioned comes 46 quarters comes out, rolls out over 46 quarters. So we do need a few more quarters of continued success from this range and we will then see (inaudible) revenue.

Scott Sutherland – Wedbush Securities

Okay, can you talk about maybe then where your pipeline looks? Are you waiting for another commitments or any sort of (inaudible) a number of new deals this quarter, customers you’re seeing the pipeline as they evolve or are there more customers?

Kenneth D. Denman

The good news here is the pipeline is strong and I would say the pipeline is growing. And it’s in the mediation space including our new products. I’m going to be careful here because oftentimes when you talk about (inaudible) which is important but it’s – they sort of forget the other aspects of our mediation platform, which are quite (inaudible). We have two of those deals closed last quarter. ASPs are going up and holding up very nicely and frankly they are related (inaudible). But that I mean one of the customers said purchase software (inaudible). A customer this quarter purchased both media optimizer and price points anyway. So what it says is that the ability to help switch and swipe management is a fundamental part of our mediation platform. Again on the messaging side, again I said we’ve seen good and interesting attraction there as well. So I need to continue to see, we need to continue to see these levels and greater wins, just as simple that.

Scott Sutherland – Wedbush Securities

My last question, I guess you announced another good deal and I’m assuming that the different (inaudible) you announced last quarter. And then exciting approval at the group level or is this just a subsidiary (inaudible) unlike the other one?

Kenneth D. Denman

It certainly was visible within the group. It’s difficult for me to get into the new markets whether it absolutely approved at a group level, my assumptions in the processes and there is visibility and they let themselves. What I would say to maybe I’d speak to your point is we are engaged with several other entities in that same group as we speak. So there are deals in progress that we are working on with that same group. Actually with the previous group as well. Is that clear Scott.

Scott Sutherland – Wedbush Securities

Yeah. Thank you.

Operator

Thank you. Our next question comes from the line of Charlie Anderson of Dougherty & Company. Please go ahead.

Charlie Anderson – Dougherty & Company

Good afternoon, everyone. Thanks for taking my questions.

Unidentified Company Representative

Hi, Charlie

Unidentified Company Representative

Hi, Charlie

Charlie Anderson – Dougherty & Company

I’ll start with the bookings. I mentioned this will be the top that’s already here. Can you mention the compositions good from a margin standpoint. I wonder if you could speak to just sort of the trajectory there new product versus old product and does that tell you anything in terms of being able to stay at this level and then we’ve seen you guys in the high 40s before and that came back down because there were legacy products that you didn’t continue to get the follow through on. So if you could kind of give us some color there, that would be helpful.

Unidentified Company Representative

New product content in the bookings was less than 10% but we see acceleration happening there based on what we see in the pipeline. I do want to remind that you Charlie that annually we’ve got some of this before and I have with other excuse me Charlie. as I have with other under folks who are in this call. There are elements of our platform, which we sometimes talk about and sometimes described as legacy. I want to just remind you that those are key parts of mediation platform, our intensity in growing integrated infrastructure that are not like these, we sell our mediation products we sell the whole thing. On the messaging side, Rich Mail, MX, now we talked about those has sort of legacy reality as I have said before those are making up good bookings in every quarter. So it’s a combination, we need to continue to see the ramp in the new products. We also need to continue to see purchases of our existing platforms and that we don’t have big sale decline. And based on our pipeline, I feel good about that opportunity.

Charlie Anderson – Dougherty & Company

Great, then one for Anne. Just focusing on maintenance and support you’re 600, 700 basis points below it’s kind of normal here. You talked about the plan both on the grow in the topline then also some cost things. How long does it take to get you back to where you were before as it was pretty incremental or can you get back to it pretty quick? And then also on OpEx you just kind of remind us what are the changes where you kind of think you it will shake out next year on sort of a quarterly run rate after all the restructuring.

Anne Brennan

Yeah. So let me take this question is in turn so the first one is on the M&A's margin, so the real driver for that was around the revenue number. We saw a reduction quarter-over-quarter by $2.5 million on revenue. And that was primarily, as I said earlier, with regards to entering new renewable cycle with one of our significant customers, so the best of that is of course that we’re trying to not repeat it (inaudible) but we did experience a reductions in term of revenue for this quarter.

We expect to see further minor erosion in that number in terms of the revenue and how do we look at that going forward, should we increase the (inaudible) as Ken mentioned, so we had, and he mentioned we had a good quarter-over-quarter, we maintained that level, then the increase in the margins will be a function of increasing bookings. On the other side of the equation with regards to costs where an improved sense of aligning these costs based on what our go-forward obligations are under the new contract.

Ken Denman

I want to say that we again said we got on the road in implementing program to align, so there is a amount of our cost associated with maintenance and support agreements that are supported through (inaudible) our folks but also obviously than we are driving with our team a pretty aggressive approach to restructuring our, actually we are down the road restructuring our offshore development cost that are aligned to our M&As. So that’s the other part of the equation is getting that alignment until those platforms went off we couldn’t really make that change, but now as those platforms are off line we think we are sort of in parallel making those changes .

Anne Brennan

So I think just to your second question Charlie on the OpEx whether that would (inaudible) increase this quarter because that was primarily driven by sales and marketing. There is a big event quarter-over-quarter and CPI. We saw a reduction in the headcount and we are well on our weighted reductions that we explained on the restructuring in February. And as we move forward what does that look like in terms of the number, we shared with you that our target is a reduction of (inaudible) over the previous average, which was in around 27 and 28. So I guess it’s mid-20 number. So looking forward we would expect that as we enter the new fiscal year we get (inaudible) leverage.

Charlie Anderson – Dougherty & Company

Great. Thanks so much.

Ken Denman

Thank you.

Operator

Thank you. (Operator Instructions) Our next question comes from the line of Scott Zeller of Needham & Company. Please go ahead.

Scott Zeller – Needham & Company

Hi, thanks. Regarding the Juniper agreement, can you remind us of when you will be live in the CLGA with that, and what the expectation is for revenue impact over the next few quarters, several quarters?

Ken Denman

We expect to have our solution in the summer. So we’re dropping now. Our engineering team has firms, schedules. We’re working with our partner and we are set for a GA in the summer. So in terms of revenue, just remind you, this is a important strategy for us because it’s perhaps tier 1. It demonstrates where we are going to set the later half as operators move to LT and 4G. We would expect a significant or with material impactful slightly being done back half of the play 12. But we do, and we are, already engaged in sales cycles with our partner and we are heading towards the trials that we can sort of see and that we talk to customers about getting in the line of schedules with our partners. So the punch line is it’s a summer schedule. Scott, we’re in the first phase of delivery and we’ll be driving from there. And by the time we get deals close and done and impact, rolls through is back half of FY ‘12.

Scott Zeller – Needham & Company

And could you give me some little more color, I think I heard in the prepared remarks an end of the media optimizer trial period or trail effort. Could you give me insight and there were a number of wins associated with that. I think that the number was five. Could you give some colors to what the sales effort looks like now? And now that program is winding down, how is the field going to promote debt offering differently?

Ken Denman

Yes. The key to that was that we now have ratable customers. We have deployments. We are completing ratable customers and we have timed the data controls. So the point there was we’re rolling in RFPs. We are responding and we expect to drive to wins, losses and into the contract you process. We launched the trial program to demonstrate that we have our product and we’ve don’t know. We’ve establish ourselves as leader in the space. We’ve had wins. We had third-parties select us as their partners. And so, we look at sort of talking the data and result and marketing off of. That was fundamentally the trial program of service purpose. We’ve now rolled that into our broader pipeline process that we have. (Inaudible) the pipeline is much bigger than the top program, and that’s really the important part. It’s time because of the next phase of go-to-market, which we have lined up, and it’s really around results and Mark comment and partnering. So we feel really good about our pipeline and we haven’t required, we’re seeing more coming out of our general sales and re-generation techniques where the top program is not as important.

Finally I would say, I’m not that interested in giving competitors the information in this regard on a regular basis because we don’t really need to do that to accept this viability we’ve got.

Scott Zeller – Needham & Company

Thank you.

Operator

Thank you. Our next question comes from the line of Tom Roderick with Stifel Nicolaus. Please go ahead.

Tom Roderick – Stifel Nicolaus

Hi, guys. Good afternoon. I have noticed here you have another where you’re able to monetize the patent portfolio a little bit, and wondering if you could just give us a little bit more detail in terms of how you’re managing that program internally and what we have to thinking about coming out of what’s within patent portfolio in the next few quarters in terms of the ability to monetize that.

Ken Denman

Yeah. Thank you for your question. Regarding the patent portfolio, we talked about our continued work there. I just wanted to remind everyone that we’d really buttoned up this program actually had gone risk where we’ve heated up, we’ve invested in it and we created an environment where not only do we have a clear understanding of depth and breath of our claims but we very clearly have communicated that to people who are relevant. So we have the right conversations going on. Now I want to clarify one point that you made, we did not do a deal in the queue, so just to be clear on that, but we were clearly saying that we’ve made continued, more progress in the process. And I wanted to remind you of that, and that’s probably all I can say. It is all I should say at this particular point in time.

Tom Roderick – Stifel Nicolaus

Got it. And maybe translating that to the balance sheet and the cash flow, so as I look at the cash used in operating activities this quarter, a little over $11 million, can you give us a look forward in the next couple of quarters, how that cash flow from ops opt to trend and when we might think about that breaking even again?

Anne Brennan

Yeah. So referring just over $11 million that you said, there were three primary reasons, so that means as we (inaudible) restructuring in February and the bulk of the cash really to that was paid out in Q3. So it’s (inaudible) of about $2 million. And at the end of the last quarter our AR balance, if you remember, that we flanked on the call that our AR balance was just from 33 to just 22. So the immediate impact there with those in this quarter, in Q3, was our collection for that. And we also as we were back of several quarters we have that recurring building that the facility previously, restructure facility of $3 million. So there are a couple of non-recurrings and they’re that we do not expect mostly to be cash this quarter. As I look forward into Q4, the expectation would be that it would not make at the level that we saw in Q3 and so the last part of your question and, Tom, what does that look like going forward? So until we see revenue above our breakeven level there will be a continued journey of cash.

Tom Roderick – Stifel Nicolaus

Okay. Last one from me, Ken. Let me then file some back in. I apologize if these questions have already been answered, just juggling between a few calls. But the implicitly product is one you spent a little bit more time talking about in recent months and I’m wondering if you can provide an update, any sort of traction on that or any of the newer products that are out there, getting a lot of scrutiny around the trials on the optimization side, but perhaps looking away from that, can you offer up any traction that you’re ready to receiving with some of these newer products? And then, as we think about what the bookings level of expectation might look like in Q4, can you just set us with a rough expectation? This quarter was a nice bounce back and we continue to point out from here.

Ken Denman

Okay. So first of all regarding the new products, I’ve been really working hard. The team is working hard around the world to focus our customers on the opportunity to deliver in addition to optimization opportunities to deliver our platform, which is really our competitive advantage relative to the point to some players because this phase is much more than sort of just a TCO band with management that we’ve faced. It’s very important, but the relevance in this phase is extended and expanded.

When you can basically support a subscriber management, by that I mean, the ability to understand not only what people are doing and what they are trying to and what they are trying to do themselves in terms of content, but actually get on to the revenue generation side with our customers and help them by being able to offer, for instance, the ability to notify a user that while they might not have any fuel intake. They maybe only their (inaudible) we found strengths in couple markets, several markets. We’re seeing as much as 60% of the customers’ monthly quota being used up in the first 10 days.

So without the opportunity to make a day is bond offer to that customer in line and give him a chance to top up, the company misses a huge revenue opportunity. That’s the kind of thing that has gotten our customers’ attention, to be able to bring web optimization and video optimization together with innovative and sort of flexible price plan innovations, and then on top of that to be able to leverage the HTML browser such that we can deliver other forms of content, other forms and other applications sort of in the browser as oppose to necessarily having to download them to the device. And of course, the whole smart device market is moving to HTML5.

So it’s really that combination of those sort of three solutions that are giving us a competitive advantage in our marketplace. And as I mentioned, we had two smart policy wins in the quarter. And I don’t think it’s an accident that one of those was the customer who already purchased Media Optimizer and the other one is where the customer who purchased both Smart Policy and Media Optimizer together. So we’re seeing a large fraction in terms of the platform and having a broader discussion including the two marketing officer into the equation.

So that’s the three part process that we’re focused (inaudible) but it’s more powerful when we can deliver a revenue opportunity. So that’s a benefit of price plan innovation and implicitly because it brings almost a self care solution to the marketplace which reduces the number of calls but still gives the customer a revenue opportunity. That’s a very powerful proportion and that’s what our sales team are leading with.

As regards to what we expect for Q4, as the regards to what we expect for Q4, we have a probably very nice and building pipeline. We have more opportunities in the front-end and we are working really hard to deliver those for Q4. So, the name of the game is to keep the momentum on the new product side going very focused on it.

Tom Roderick – Stifel Nicolaus

Excellent. Thank you guys very much. I appreciate it.

Operator

Thank you. Your next question is a follow-up question from the line of Scott Sutherland with Wedbush Securities. Please go ahead.

Scott Sutherland – Wedbush Securities

Hi, I just got a follow-up. First of all you got six Media Optimizer win, how many of those you have exposure and out of how many (inaudible) dealers?

Kenneth D. Denman

Can you repeat the question?

Unidentified Company Representative

Can you repeat the question sorry?

Scott Sutherland – Wedbush Securities

I’m sorry. You got six Media Optimizer wins. Out of how many decisions is, I know you had pull out seven last quarter?

Kenneth D. Denman

Okay, just to give you a recap and again as I said we’re sort, I am not going to be reporting all of these going forward because we’re going to a broad amount of what our pipeline. But just to give you the details; with 27 completed trials, there are 12 decisions and we have four wins. And if you include inside and outside the top of our events confidence we have, six wins. And of course there is a total range of other deals that are where decisions have not been – actually here we go about 15 decisions that haven’t been made yet, they are still in progress. And beyond the 27 there is a ton more at least twice beneath the pipeline, so to speak. And that’s immediate optimizer only, Scott, now. Of course we have a process and a pipeline around pipeline innovation, which is passport policies as well as implicitly. So, one of the reasons to start focusing on media optimizer only as a trial process is because we got a product or we got a solution. There are also in trials of their own either individually or together. And so in summary, six wins overall, our win rate, win ratio is about third and that’s kind of what we were expecting.

Scott Sutherland – Wedbush Securities

Okay. Great. Thanks again.

Operator

Thank you. And at this time there are no further questions, I would like to turn the conference back over to management for any closing comments.

Kenneth D. Denman

Thank you. We realized that time is critical and I can assure that the management team, the Board, the employees and I are laser focused on increasing Openwave’s value for shareholders. And we believe our strategies start to payoff.

Thank you for joining us on this call. We will be speaking at the Jeffries Conference and the Cowen Conference this quarter. And I hope to see many of you there. I look forward to updating you regarding our fourth quarter results on the conference call in our early August. Thanks a lot. Have a good evening.

Operator

Thank you. Ladies and gentlemen, this concludes the Openwave’s earnings conference call. This conference will be available for replay. You may access the replay system at any time by dialing 303-590-3030 or 1-800-406-7325 and entering the access code of 4432527. Thank you for your participation. You may now disconnect.

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