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Executives

Mike Bishop - IR

Mike Mulica - CEO

Tim Robbins - CFO

Anne Brennan - General Manager, Intellectual Property

Analysts

Jonathan Skeels - Davenport & Company

Scott Sutherland - Wedbush Securities

Openwave Systems Inc. (OPWV) F3Q12 Earnings Call May 8, 2012 5:30 PM ET

Operator

Good afternoon ladies and gentlemen. Thank you for standing by. Welcome to the Unwired Planet's third quarter 2012 earnings conference call. During today’s presentation, all parties will be in a listen-only mode and following the presentation, the conference will be opened for questions. (Operator Instructions) This conference is being recorded today, May 8, 2012.

I would now like to turn the call over to Mike Bishop of Investor Relations.

Mike Bishop

Thank you, good afternoon and thank you for joining us today to discuss the results of Unwired Planet's third quarter fiscal year 2012. Joining me today from Redwood City are Mike Mulica, Chief Executive Officer; Anne Brennan, Chief Financial Officer and Tim Robbins, General Manager, Intellectual Property. Before we discuss the results of the quarter, I want to remind everybody that we are operating under the rules of Regulation FD. The third quarter financial results’ press release was distributed at the close of market today, which includes the non-GAAP to GAAP reconciliation. And if you’ve not yet seen a 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.

Further, any remarks that maybe made on this call or in our earnings press release of our future expectations, plans or 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 statements as a result of various important factors. These factors include the 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 [2000] yearend results on Form 10-K, and any 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 Unwired Planet's next quarterly report and disclaim any obligation to do so prior to that time. We reserve the right to update the outlook for any reasons during the quarter.

I would like to note that the discussion of the financial results, unless otherwise indicated, earnings-related items are discussed on a non-GAAP basis, which excludes stock-based compensation, restructuring expense and discontinued operations.

Please access our press release to review a reconciliation of the non-GAAP measures we report to the corresponding GAAP measures. And with that I would like to turn the call to Mike.

Mike Mulica

Thanks Mike and good afternoon, everyone. Thanks for joining the call today. Clearly our company is going through quite a transformation and we are very glad to report our progress. We have recently announced some fundamental changes to the business and I would like to address these as well as the new structure of the company going forward. Shortly Anne will detail the results of the past quarter. These will focus on the ongoing business as we forward with the new streamlined company we have created to pursue the IP monetization opportunity. Just a few short quarters ago, we moved to first identify a new strategic direction for Openwave and then rapidly executed on it. Our plan was to first unencumber each business unit, then determine how to maximize the shareholder value with these units. Following our detailed strategic review in December, we announced the product line divesture process in January. We conducted a very thorough process for the asset divestures and investigated a broad base of potential buyers.

The sale of the location business to Persistent Systems a quarter ago was the first step in implementing our strategic initiative to the divesture of our products businesses. Two weeks ago we successfully executed an agreement to sell the remaining businesses, Mediation and Messaging to Marlin Equity Partners for $55 million.

This is [last], a working capital adjustment of $5.4 million and also subject to purchase price adjustments once determined. We believe this is a great result for shareholders, employees and customers. Marlin has the strategy to make Openwave's products and services more comparative through increased focus in investment and R&D and they absorb and will employee the majority of Openwave's employees.

In addition those assets and liabilities primarily associated with the product businesses were transferred with the sale. With the close of the transaction we’ve totally changed the company's profile. First we launched the Unwired Planet name harkening back to the company's roots. As of May 9, we’re changing the ticker symbol to UTIP. Unwired Planet will now be focused on multi-pronged intellectual property strategy that includes licensing and enforcement if necessary to protect its patent portfolio of approximately 200 issued US and foreign patents and approximately 75 pending applications, many of which are considered foundational to the mobile communications market place.

As we said last quarter, Daniel Mendez and Tim Robbins are serving are General Managers of Unwired Planet's IP portfolio business. We believe the sale of the product groups builds on our capacity to execute our multi-pronged strategy to realize the value of our patent portfolio with much greater efficiency. Now we would like to provide you with a view of the valuable Unwired Planet intellectual property. There is probably no better person to do that than Tim Robbins who has been responsible for developing our go-forward strategy and this initiative. Tim?

Tim Robbins

Thanks Mike. I am pleased to have the opportunity to discuss Unwired Planet's history of innovations and provide some additional color regarding our patent portfolio. As Mike said it includes approximately 200 issued US and foreign patents and approximately 75 applications are pending. At the same time I must caution that we are presently in litigation and anything I say during this call could be used against our company and our patents. So for the sake of value preservation, there are some subjects and details into which I will not delve. Our company began in 1994 as Libris Inc. and quickly became known as Unwired Planet Inc. In 1999 Unwired Planet changed its name to Phone.com after acquiring several high tech start-up companies and merging with software.com in 2001 it changed its name to Openwave Systems Inc. On April 30 2012 we completed the sale of our product business to Marlin Equity Partners and officially changed our name back to Unwired Planet, a name which recalls the formative years when many of our foundational mobile communication inventions originated.

Unwired Planet's founding team was the first to consider and solve the technical and practical problems of providing and accessing useful data on mobile devices. These solutions are reflected in our earliest patents, only a portion of which are currently being asserted in our present ITC litigation. Developing and deploying these groundbreaking solutions led to a robust and continuous pattern of creativity and innovation and mobility.

And ventures at Unwired Planet focused on many types of data and improved ways in which this data could be transferred, accessed, secured and used both from the perspective of a mobile device and from the perspective of networks and servers communicating with mobile devices.

As non-exhaustive examples Unwired Planet and its subsidiaries contributed significant inventions in the areas of wireless push and broadcast, device provisioning and application updating, messaging, location services, advertising, mobile payments, fleet management, authentication and privacy, quite a list. These examples are just some highlights to what we believe is an unusually deep and rich patent portfolio.

Unwired Planet contributed fundamental principles to the marketplace of ideas upon which today's mobile industry is built, with broad contributions benefiting wireless network operators, smartphone manufacturers, cloud service providers and essentially all mobile application developers. It has been a pleasure for Daniel Mendez and for me to read and evaluate this portfolio. We have a great deal of respect and enthusiasm for the pioneering that is reflected in this intellectual property.

It bears mentioning that investors must appreciate and consider the risks, time and cost involved in realizing the value of the patent portfolio even one such as this. Our licensing strategy requires other parties to be reasonable and willing to work out a fair royalty arrangement. The reality is however that many of these parties have teams in place precisely for the purpose of delaying, avoiding or minimizing such a royalty discussion.

The alternative path to success involves victories in the legal process and execution at the patent offices. In view of this, we do not anticipate that licensing results will be quick nor predictable and in fact undue emphasis on quick and predictable results would diminish the outcome of our licensing efforts, particularly given the scope and importance of these patents. Ultimately, even in light of the obstacles we strongly believe in the long-term opportunity this intellectual property represents. Unwired Planet’s contributions to today's mobile ecosystem would be difficult to over emphasize. We have everything we need in terms of funding, personnel and resources to be successful in our licensing efforts which will include litigation as necessary. Perhaps most importantly, we have the resolve, discipline and patience necessary to execute a strategy required to unlock the value of its patent portfolio. With that I will turn the call back over to you Mike.

Mike Mulica

Thanks Tim. Given the nature of this type of endeavor, it’s not in our best interest to disclose the details of our conversation with potential licensees. We are committed to provide the details on revenue events as they happen. Unfortunately, we can't provide guidance or our outlook. Next, Anne will detail the past quarter’s financials, our expected expense structure and staffing levels for Unwired Planet along with the pro forma balance sheet of Unwired Planet, reflecting the close of the business unit sale. Anne?

Anne Brennan

Thank you Mike and good afternoon everyone. In April, we announced the sale of our Mediation, Messaging products businesses to Marlin Equity Partners which are now operating as two new private companies; Openwave Mobility and Openwave Messaging. As a result of this sale, the operations of our product businesses have been reported as discontinuing operations in all fields presented in our third fiscal quarter 2012 earnings release.

For the third fiscal quarter 2012, the products businesses generated a net loss of $9 million. Further detail of the financial result of the product businesses would be provided in a discontinued operation footnote of our 10-Q to be filed this Thursday.

During the third fiscal quarter we used $3.4 million in cash. We received $5.4 million from our sale of location products business during the quarter. Our use of cash includes $4 million in ongoing niche payments related to restructured facilities which will continue for approximately one year and $0.9 million in severance payments related to the restructuring announced in August of 2011. There was $3.9 million used by the products and intellectual property businesses which experienced an improvement in working capital overall.

Overtime, we expect the use of cash for the intellectual property business to track with our income from continuing operations, offset by balance sheet fluctuations. We ended the quarter with $66.2 million in cash and investments. And in April we received $49.6 million in net proceeds from the sale of the products businesses which is subject to potential purchase price adjustments due to working capital calculation.

As we go forward, we expect that the main operating expenses of the IT business will be related to litigation costs, operating leases and salaries. Additionally, over the next two quarter we will be incurring expenses related to the transition services agreement which we entered into with Openwave Mobility and connections with the sale of the product businesses. While we will be reimbursed by Openwave Mobility, it will be as a flat fee and we anticipate it will not cover all of our expenses incurred under the transition services agreement. These residual expenses will be reflected in the discontinued operations line in future filings.

Additionally, we received some residual one-off expenses of approximately $5 million related to the cost of the transactions in the fourth fiscal quarter of 2012, which will impact our cash position next quarter. We experienced a $4.7 million non-GAAP loss from ongoing operations during the quarter. Please the see the press release financial table for a reconciliation of GAAP net loss to non-GAAP net loss. I will walk you through the individual line items of the income statements to help explain our ongoing business.

Revenues in the third quarter were $20,000 and release it solely through royalties from our first patent deal signed in September 2010. Patent initiative expenses of $3.5 million includes the cost of employees directly involved in supporting and the support of seeking new patent customers primarily through litigations as well as the external legal fees incurred which have the largest and most variable component.

General and administrative fees of $1.3 million include employee costs, including executives, finance, HR and IT as well as external loaded and other public company costs. General and administrative fees of $1.3 million exclude $0.9 million of stock-based compensation. We expect to have a headcount of approximately 20 at the end of Q4 through our solely engaged in supporting intellectual property business.

We will have additional headcount employed through (inaudible). It will be providing services to the buyer of the mediation and messaging product line. Restructuring expense of $0.1 million related to accretion on a restructured facilities obligation. The $5.2 million gain on sales represents the sale of the location product business in February 2012, which had minimal net working capital.

The discontinued operation of $9 million represents the net results of the product business and includes $1.3 million in cost to support the strategic initiatives, which includes external consultants and advisors. In fiscal quarter four, we will report one month of the product operations’ results in discontinued operations as well as cost related to the business for which we are not reimbursed by the buyer. This is not expected to last more than 5 months.

In summary, as we enter into the next stage of our strategy, now as Unwired Planet, we do so with cash and investments of approximately $100 million and a non-GAAP operating expense run-rate of approximately $4 million to $6 million on a quarterly basis. Given the stage of the ITC case, we expect to be at the higher end of the range in the next couple of quarters. We will provide updates on revenues as we conclude license agreement and (inaudible) on current and our future litigation.

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

Question-and-Answer Session

Operator

(Operator Instructions) Our first question is from the line of Jonathan Skeels with Davenport & company. Please go ahead.

Jonathan Skeels - Davenport & Company

May be first I could start with just a question for Tim on the patent portfolio. I know you don’t want to show too much of your hand but may be you can talk a little bit about the areas of strength within the portfolio. Specifically, I know it is not just exclusive to the operating system or the handset market. Can you maybe talk about other licensing opportunities there?

Mike Mulica

This is Mike. What I would say is that from a platform perspective, we really believe that we have a portfolio that has a broad base of reach into many of the areas that Tim touched on, on his prepared remarks. And I think we would like to leave you with the sense that there are many opportunities for us to take advantage of on a going forward basis that you will see us be acting upon in the future. And so, needless to say, that's fairly big but intended to be so.

Jonathan Skeels - Davenport & Company

Can you talk about maybe the types of licensing agreements you would potentially be pursuing, would they be upfront, would they be kind of unit, royalty based agreements?

Mike Mulica

So, from a strategy standpoint, I think we've talked about the idea of having a multi-pronged strategy going forward, and that strategy includes licensing, in the case where we need to pursue enforcement. And one of our strategies is to prosecute our existing patents at the Patent Office to extend them and improve them. We will also consider partnering and explore different business arrangements with partners and so all of those tools that are at our disposal, and given the base that we have and the importance of the underlying IT, we believe that we are going to have a tremendous opportunity to be able to take advantage of those tools to maximize the opportunity for shareholders.

Jonathan Skeels - Davenport & Company

And I guess it’s fair to say with the cash that you now have following the sale of product businesses that it just gives you more flexibility and you can presumably expand the licensing program and the focus at this point?

Mike Mulica

There's no question that we have the resources, both from a financial standpoint as well as from an intellectual capital standpoint, to be able to pursue this opportunity

We believe that we get tremendous leverage into the marketplace with virtual team of industry experts that work hand-in-glove with Tim and Daniel to expand our team and you will see us taking full advantage of lots of very smart people that are on the team and executing as we speak.

And we don’t see anything that will prevent us from moving forward rapidly and taking full advantage of the opportunity in particular any financial constraints.

Jonathan Skeels - Davenport & Company

And then may be just last one for Anne, I just wanted to make sure I heard you right, there should be about $100 million of cash pro-forma on the balance sheet after the close of the sale and then did you say that the non-GAAP expense run rate would be in the $4 million to $6 million range going forward?

Anne Brennan

Yes, exactly. So the start-up expenses that we’ll be able to bear is on the litigation fees where the peak of the ICT (inaudible) in terms of expansion that’s what driving the operating expense there. So overtime we would expect that to reduce. And with regards to cash, after we cycle through one month of current business we’ll discontinue it all, perspective, as well as the transaction fees, we expect to be close to $100 in cash investments.

Operator

(Operator Instructions) Our next question is from the line of Scott Sutherland with Wedbush Securities. Please go ahead.

Scott Sutherland - Wedbush Securities

So maybe following-up on that question Anne, you did have about $4 million to $6 million non-GAAP loss going forward, what was the lease, restructured lease, what is that going to be on a cash burn basis for the next four quarters? And what if that lease drops, the costs drop to after you know that lease, kind of lease cost do you think you have?

Anne Brennan

Yeah, so the lease cost right now it runs through the end of April next year so we’re into the last of the lease and their growth number is for, we have some sub lease income come against that so unless it will be a little forward number, so that from April it’s actually four quarters.

In terms of the cash on P&L, pretty [cool feeling] about $4 million to $6 million; most of the cost are people cost as well as litigation. So it’s a pretty cool relationship between what goes through the P&L and have additional hit on cash. So as those two numbers together over the four quarters I think the range was and that would be inductive of our burn, of course, absent any income that we receive from any licensing deals (inaudible).

Scott Sutherland - Wedbush Securities

And I am sorry, but a question; is there $4 million to $6 million ongoing basis, how much do you think that gets reduced on whatever kind of new lease you’ve turned to, could that take $2 million of the structure or $1 million or $2 million?

Anne Brennan

Probably up to $3 million; and as you aware that the headcount number is much reduced and the cash really sort of we stand in for building which we previously vacated, so we would expect that; I think within that timeframe and it’s four quarters from now, so we’re just over $3 million.

Scott Sutherland - Wedbush Securities

Let’s move to the patents, a couple of questions there. You are in the process of trying to sell the operating units, are you mostly doing internal review of the strategy for depends or had you done anything externally at that point in time as well or you’re waiting to sell the opinions to mid-external of the strategy?

Mike Mulica

As you know me, and I think you can anticipate that we’re doing things in parallel and we will always have things done in parallel and be working in earnest on our execution plan. So I would put sort of stays in the ground and say that by at the time we get in 1st December, we were running on all systems.

Scott Sutherland - Wedbush Securities

And then my last question on the portfolio is, will go through stages like this; I am not going into the strategy because I know you’re going to share or guidance, but I know that ITC case is where it will be going to be, next, I think it’s next March, when that gets settled; is that too signaling something else could happen before then or is this a longer process than I am thinking about?

Mike Mulica

So the change of the ITC, we are almost mid-May now, so we will wrap that up, October 15th and so that’s sort of on a pretty predictable schedule. And we would expect a ruling out of that, one to three months after October 15th. So you will see that in that timeframe and you know as it turned out and you probably already know that, there is only five patents that are involved in that case and it represents a tiny portion of our portfolio. So there is a very large opportunity for us and had as it relates to monetize the portfolio in general.

Scott Sutherland - Wedbush Securities

I do have one more question, what are your thoughts on other payment from Microsoft bolstering the balance sheet further; can that be treated here soon?

Mike Mulica

I would expect, as we said before that it’s sort of unilaterally within our control and it continues to be.

Operator

Our next question is from the line of Eric (inaudible) with Gilford Capital. Please go ahead.

Unidentified Analyst

I just wanted to ask one question, with all the experts you guys have, has anyone given you a round number of what you believe the patents are worth in totality, a cumulative number?

Mike Mulica

It’s a great question, that's definitely not something we are going to speculate on. It’s primarily because it doesn't serves the interest of shareholders.

Operator

Thank you. Our next question is a follow-up from the line of Jonathan Skeels with Davenport. Please go ahead.

Jonathan Skeels - Davenport & Company

For Tim, I know you haven't been there at the company all that long, can you just maybe talk about why you joined Openwave and just if you were on Unwired Planet and if you were just aware of the patent portfolio beforehand and just kind of what’s your thoughts have been as you've gotten in and had a chance to dig a little bigger into the patents?

Tim Robbins

Sure, thanks for the question. I had an awareness to Openwave’s and Unwired Planet before that for quite some time; and I always thought of them as the inventors of mobile browsers, because that was what a consumer could see. So I definitely had awareness that they were early and that they had I think at one point out there were a billion browsers in circulation.

So we are aware of it, haven't really spend the kind of time researching the patent portfolio itself, until we started looking at it the last summer as we were brainstorming about whether some of the mobile pioneers that have interesting patent portfolios and that was definitely on top of mind. So we were excited to get involved with the portfolio in some manner and excited about joining with Mike and Anne on this endeavor and happy to join and don't regret it.

Operator

At this time, I would like to turn the call back over to management for closing remarks.

Mike Mulica

So thanks everyone for joining us today on the call to cater our results. We are very pleased with our progress over the past few months and as you’ve heard we are very focused on our new IP initiatives. We believe there is an enormous opportunity in front of us and plan to take full advantage of that. We look forward to talking with you next quarter and giving you an update then. Thanks again and back to the operator.

Operator

Thank you. Ladies and gentlemen that does conclude our conference for today. If you would like to listen to a replay of today's conference, please dial 303-590-3030 or 800-406-7325 and enter the access code 4532657. We would like to thank you for your participation and you may now disconnect.

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