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Executives

Mike Bishop - Investor Relations Manager

Bruce T. Coleman - Interim Chief Executive Officer

Anne Brennan - Vice President, Head of Finance

Karen Willem - Chief Financial Officer

Analysts

Matthew Hoffman - Cowen and Company

Peter Jacobson - Brean Murray

Scott Zeller - Needham & Company

Chris Cole - Thomas Weisel Partners

Openwave Systems, Inc. (OPWV) F4Q08 Earnings Call August 5, 2008 5:00 PM ET

Operator

Welcome to the Openwave fourth quarter conference call. (Operator Instructions) Now, for opening remarks and introduction, I’d like to turn the call over to the Investor Relations Manager, Michael Bishop.

Michael Bishop

Thank you for joining us today to discuss the results of Openwave System’s fourth quarter of fiscal year 2008. Joining me from Redwood City are Bruce Coleman, Interim Chief Executive Officer, Karen Willem, Chief Financial Officer, and Anne Brennan, Vice President, Head of Finance.

Before we discuss the results for the quarter, I want to remind everyone that we are operating under the rules of regulation FD. Our fourth quarter financial results press release was distributed at the close of the NASDAQ stock market and if you have not yet seen a copy, you can find one at our website at www.openwave.com. For your convenience, this call is being recorded and will be available for playback from our website for one year.

Before we begin, I would like to remind you that any remarks that may be made on this call or in our earnings press release about future expectations, plans or prospects for the company may constitute forward-looking statements for the purposes of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The actual results may differ materially from those indicated by these 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 at the close of the market and in the company’s filings with the SEC, including but not limited to Openwave Systems’ fiscal 2007 financial results on Form 10-K and any other reports consequently filed with the SEC.

We intend to make several forward-looking statements during this call that are based on management’s current outlook as of today. We do not intend to update these business outlook statements until the release of Openwave’s next quarterly earnings announcements and disclaim any obligation to do so prior to that time. However, we reserve the right to update the outlook for any reason during the quarter.

And with that, I’d like to turn the call to Bruce.

Bruce T. Coleman

We’ve had a very busy and, I think, productive fourth quarter. We delivered $61 million in revenue with a positive book-to-bill ratio sold to client business of what seems to go to infinity and beyond, we finally completed the whistleblower investigation, filed the delayed 10-Q and hired a new CFO.

With me today is Karen Willem who began as Openwave’s CFO on July 8th and am delighted she’s joined the management team. She’s a seasoned executive with 25 years in the tech industry, most recently with Cassette Corporation, a software startup she co-founded and at which she served as CFO and Executive Vice President. Previously, she was CFO of Brio Software where she led a highly successful IPO. Karen brings the right mix of financial leadership and strong operational and sales management skills that should serve us well.

Our fourth quarter revenue of $61 million included $8 million of client business, thus net revenue of that business is $53 million. Bookings were $60 million excluding the client portion. We consider these top line results and achievements, given the distractions we’ve faced during the quarter. It’s a tribute to the core strength of our products, our customer relationships and improvements underway.

The bottom line showed loss of $0.01 on a non-GAAP basis, excluding, of course, clients. This metric is clearly moving in the right direction from the $0.09 loss of the previous quarter. Karen Willem and Anne Brennan will cover the financial results for the quarter in greater detail a little later on in the call.

Anne, who served as Interim CFO for the past six months, will remain with Openwave as its Vice President and Head of Finance.

The Board and management are building a strong team of highly qualified executives that want to be a part of the Openwave turnaround. To that end, last week we announced the hiring of Alan Park as Senior Vice President of Worldwide Sales. Alan has the sees in this technology better with more than 28 years of sales, professional services and management experience. Most recently, he was with Trimble Navigation where he headed the North American sales team for their Mobile Division. He’s also held key executive roles at Sybase, IBM and [? CommTech {04:51}]. His background includes extensive experience in starting and managing both direct and indirect sales operations and he has achieved success in growing both new and existing accounts. This fits well with our plans to expand the customer base and in some implement channel programs.

On July 27, we sold the client business to Purple Labs, leaving supplier Linux Software for mass market 3G phones for approximately $32 million. The sale of our client operation allows Openwave to concentrate on our network side offerings and focus the company on the small end number of product areas.

The 10-Q for the third quarter was filed and brought us current with our SEC filings. It was delayed by an investigation conducted by the audit committee. At the end of the investigation, the audit committee concluded that there is no impact on the financial statements of the company from any of these issues or allegations. The audit committee also found no conclusive evidence that any members of senior management of the company place pressure on the employee in any attempt to manage financial results.

Going forward, the company is enhancing internal policies to clarify our sales process to avoid any appearance of impropriety around due pressure. With these distractions behind us, the management team can now focus on the long-term growth and profitability of Openwave.

As announced, the company continues to search for a CEO. We are currently in the process of interviewing several very qualified candidates.

I’d like to spend just a few minutes on our product strategy. Openwave’s current product strategy focuses on three areas: Service Management, messaging and location.

First, service management. Integra is our next generation service management platform. It scales extremely well into reliable and lower set total cost of ownership per client. Yet, Integra is more than a gateway. It is a modulate platform that supports value added service enablers that provide new revenue opportunities for operators and, of course, for Openwave. We’ve already announced several key enablers. They include OpenWeb, which makes content more compelling on a mobile device, streaming video capabilities that adapts video into optimal formats for user handsets, mobile advertising services which open up a new monetization channel and a squeeze of analytics that allow reporting and measurement. We plan to regularly introduce new service enablers that will continually expand revenue sources for Openwave and our customers.

A couple of examples of what’s coming next: Object and file conversion, for example, for PDF files and for Microsoft Office Documents and enhanced security features like parental controls and content filtering.

In the third quarter, we signed three new Integra wins: One with Alltel and two with top-tier Canadian operators. We’re also developing a new version of Integra for smaller tier 2 and tier 3 operators.

Now, a few comments on the messaging side of the business, we will, of course, leverage our existing set of core products. They form a very solid and scalable infrastructure. We also will continue to innovate on the front end with our newest, the Rich Mail dashboard.

Rich Mail 3.0 offers a central part of access for users to easily and conveniently communicate and socialize, access friends, organize and ship content. For example, Gmail, Yahoo, regular mail, voicemail and other sources are all displayed together in Rich Mail, allowing users to work seamlessly across all communication sources. And at the same time, in creating new form for mobile and broadband operators to deepen relationships with their customers and to bring added value to the user experience. As a result, carriers get more traffic. They can brand their service and they can offer value added features like advertising, E-commerce, voice calling, information services such as location, traffic and news.

This quarter, we signed our first two Rich Mail 3.0 deals, one with a large U.S. broadband provider, the other with Bell, a line in Canada, but is licensing a hosted version of Rich Mail 3.0.

In the location line of business, we’re seeing a great deal of customer interest in our commercial and in the emergency services operations. As a result, we’ll keep it as a stand-alone offering and will “location enable” our other service offerings in addition.

Openwave is also reinforcing its commitment to marketing by strengthening PR, demand generation and product and channel marketing strategies to focus on the most attractive sales opportunities.

Now, I’d like to turn the call over to Anne.

Anne Brennan

Before I begin discussing the numbers, I would like to know that unless otherwise indicated, gross margins, expense and earnings diluted items are reported on a non-GAAP basis, which excludes stock-based compensation, impairments on investments, retention bonuses related to when the company explored strategic alternatives, amortization of intangibles and other acquisition-related costs, restructuring expenses, and certain legal expenses.

In addition, all comparisons with last quarter’s numbers exclude the client business and Musiwave which means so in fiscal quarter four and fiscal quarter two respectively. Please access our financial metrics summary that is available on the Investors section of www.openwave.com to review Openwave’s historical financial performance, excluding discontinued operations.

Overall for the quarter ended June 30, 2008, Openwave posted a GAAP profit of $0.10 per share, which includes a gain of $19.7 million related to the sales of client business announced on June 27. On a non-GAAP basis, net loss was $0.01 per share. A reconciliation from GAAP to non-GAAP income or loss can be found on our press release.

I will now turn your attention to the detailed results for the June quarter. Revenues for the quarter was $53.5 million, an increase of $6.5 million or 13.8% quarter-over-quarter. The increase was primarily attributable to support revenues. Total revenues, including client for the quarter which has been $61.0 million compared to $58.0 million in the prior quarter. License revenue was $13.5 million, down $0.3 million or 1.9% sequentially, which comprise 25.2% of total revenue.

Maintenance and support revenue was $20.2 million, up $5.3 million or 35.8% sequentially, which comprise 37.8% of total revenue. The increase is primarily attributable to the receipt of POs for prior quarters renewals.

Services revenue was $19.8 million, up $1.4 million or 7.8% sequentially, which comprise 37.0% of total revenue. This increase is primarily attributable to higher percent completion on several engagements.

The regional rate side of revenue in the June quarter to the return to prior quarter’s run rate is related to the America’s region. 57% of our revenue originated from customers based in the Americas, 19% from EMEA and 24% from Asia. This compares to last quarter’s breakdown of 50%, 18% and 31% for the Americas, EMEA and Asia respectively.

For the fourth fiscal quarter of 2008, Sprint represented 19%, AT&T 17% with Telstra representing 10% for revenues. No other customer represented greater than 10% of our revenue for the quarter.

Turning now to our gross margins. We achieved 63.9% blended gross margins for the quarter, an improvement of 4.2 points over last quarter. As I will discuss later in more detail, this gross margin improvement was primarily attributable to the increased proportion of maintenance and support revenue as a percentage of the total.

Gross margin on license revenue increased a point to 93.9% compared to 92.9% for the March quarter. The maintenance and support gross margins of 77.7% increased 11.8 points from 65.9% last quarter. This increase was primarily attributable to several support contracts, whose purchase orders were received in the June quarter, but the costs were recognized in prior quarters.

Services margin of 29.3% decreased 0.5 points from 29.8% last quarter.

As for operating expenses, fiscal quarter four, research and development of $12.1 million decreased $0.8 million or 6.4% from $13.0 million in the prior quarter. This decrease is primarily attributable to labor cost savings due to the restructuring.

Fiscal quarter four sales and marketing expenses of $12.9 million decreased $2.3 million or 15.3% from $15.2 million in the prior quarter. This decrease from the prior quarter was attributable to lower labor-related expenses due to the recent restructuring and also event costs related to the Mobile World Congress event.

Fiscal quarter four general and administrative expenses of $9.0 million increased $1.5 million or 20.3% from $7.5 million in the prior quarter. This increase was primarily attributable to seasonally higher professional fees compared to the March quarter. Our head count decreased by 98 employees from 755 at the end of March to 657 at the end of June. Please see our metric sheet posted on the website for a breakdown of head count by function.

Regarding stock-based compensation, total expense for the fourth fiscal quarter of 2008 was $1.0 million compared to $1.9 million in the prior quarter. This $0.9 million decrease was due to the decline in the fair value of options granted and the reduction in the number of options vesting.

In the June quarter, interest and other income was a charge of $0.7 million, which compares to a charge of $1.1 million in the March quarter. The loss in fiscal quarter four was primarily driven by $1.2 million unrealized impairment charge on investments, primarily auction rate securities.

Income taxes increased to $1.5 million in the June quarter compared to $0.7 million last quarter. The increase is primarily related to higher foreign withholding tax.

Now, I would like to provide an update on the restructuring. In the fourth fiscal quarter of 2008, we totaled $1.3 million charge on the income statement, primarily related to severance cost for employees. The majority of the restructuring will be completed by the end of the second fiscal quarter. Headcount have been reduced by 98 so far and we have a target in the mid-600s.

In the June quarter, Openwave’s bookings were $60.1 million, up $16.1 million or 36.4% from the March quarter. Sprint accounted for less than 10% of fiscal quarter four bookings.

Our book-to-bill for the quarter was 1.12:1, and our full year book-to-bill ratio was 1.03:1. Our current backlog is $241.8 million compared to $234.3 million last quarter.

Deferred revenue increased to $65.9 million as of June 30th, 2008, as compared to $57.6 million in the March quarter. This increase is primarily due to two significant professional services contracts which have not yet triggered revenue recognition.

Accounts receivables increased to $78.6 million in June from $69.3 million at the end of March.

Our overall DSO increased by 26 days from 92 days at the end of March to 116 days at the end of June. The majority of the DSO increase was due to several large customer billings that occurred at the end of the quarter. Our targeted DSOs are 90 days.

Now, turning to our cash and investment balances, we ended the quarter with $277.3 million in cash, cash equivalents and short and long-term investments, up 1.0% from $274.4 million last quarter. The increase is primarily due to cash received from the sales of client business of $20.0 million offset by use from operations of $14.4 million, including an increase in working capital of $12.0 million.

The remainder of release to capital expenditure and other items. These amounts included approximately $17.7 million of restricted cash and investments.

As previously disclosed as of June 30th, we have approximately $21 million currently in auction rate securities recorded in long-term investments due to their current illiquid status. In the fourth fiscal quarter of 2008, we took a $2.4 million unrealized impairment charge against our investments.

Depreciation and amortization including the amortization of goodwill and intangibles for the quarter totaled $4.5 million, of which $1.9 million was depreciation.

In fiscal quarter three void, we announced that the client business was no longer a fit to towards the long-term strategic direction of Openwave. On June 27, we concluded the sales to Purple Labs for a total of approximately $32 million, to be offset by $2 million of transitional services. Additionally, Openwave holds warrant to purchase 2% of Purple Labs common stock. For further detail on the terms of the transaction, research our 8-K filed on July 3rd, 2008.

As of June 30th, 2008, Openwave had approximately $150 million of convertible debt on its balance sheet. This convertible debt will come due in September 2008. Current cash flow projections indicate that we will generate sufficient funds from ongoing operations without a requirement to source funds externally. We will monitor our cash requirements on an ongoing basis.

I would now like to turn the call back over to Karen.

Karen Willem

First, allow me to say that I’m very excited to be here. I believe my background is well suited to help Openwave return to growth. First, Anne and the team accomplished a lot during the past quarter and I plan to help them maintain the momentum.

During my due diligence and since I arrived at Openwave, I have been looking into the company’s financial model. Software remains the core of our business and as the key driver of high margins, license-based deals. Openwave has always supported our customers with high caliber professional services which carry lower margins. In order to execute larger deals with strategic customers in certain circumstances, we offer hardware to enable a turnkey solution.

Historically, there have been several deals per year which include hardware revenue, which naturally have lower margins than deals without hardware. It absolutely helps the bottom line but it causes variability in the margins from quarter to quarter.

Looking at the past four quarters, the non-GAAP growth margin have ranged from the mid-50’s to the low-60’s. It will continue to vary with the degree of hardware revenue during each quarter.

Looking towards 2009, the goal is to modestly improve revenue, cash flow and earnings over the next fiscal year. However, please note that our Q1 revenue and bookings tend to be cyclically much lower than our Q4. In addition, the revenue profile of our business without client is highly variable and a swing from quarter to quarter is not unusual.

We just completed our fiscal ‘09 plan and given certain revenue assumptions, we expect to be cash flow positive and non-GAAP profitable in the second half of fiscal 2009. As we move into the next year, the management team and I will be working to continue the turnaround while we simultaneously build a foundation for growth.

We’d now like to open up the call for questions.

Question and Answer Session

Operator

(Operator Instructions) Your first question comes from Matthew Hoffman - Cowen and Company.

Matthew Hoffman - Cowen and Company

On the bookings, looks like a solid book-to-bill number. Let’s go through the top line a little bit. What was the client revenue last quarter of if you could give visibility on what, I know the top line was actually down sequentially, but clearly client came out this quarter, can you just give us some sort of visibility into what the numbers would have looked like without client in the mix?

Anne Brennan

Client revenue for last quarter, I think was the question, was $1 million. Client revenue for this quarter, $7.5 million.

Matthew Hoffman - Cowen and Company

So, it looks like a nice solid revenue number then, too. Could we break down that booking number a little bit also? Bruce, you’ve given us some visibility in the past about the pace of Integra. You gave some of the operator wins there too with Alltel during the quarter, I think, for a couple of Canadian operators. Can you discuss a little bit about the progress Integra is making overall? How many operators you have out there and whether on a sequential basis Integra has a greater potential to bookings in the June quarter versus the March quarter?

Bruce T. Coleman

In terms of the details, we don’t tend to give those. We are seeing some traction with the Integra product. I think not only in the deals themselves but in the ability to get customers, even new customers, to add the product or current customers to upgrade. We don’t break out those specific numbers, unfortunately, but

I think all of those deals that I talked about, the three Integra and a couple of Rich Mail, tend to be in the license range of $1 million to $2 or $3 million, just to give you some flavor.

Anne Brennan

What we do disclose, which might help actually in terms of analysis, is the revenue number. The metrics show what type of revenue by product and the Integra figure will unfortunately receive some traction in terms of an increase in the gateway revenue.

Matthew Hoffman - Cowen and Company

Headcount leaving the June quarter versus the last March?

Anne Brennan

Yes and there is a reduction of 98 from 755 down to 657.

Matthew Hoffman - Cowen and Company

And that’s after you take the client business out?

Anne Brennan

Yes, so those numbers exclude clients.

Operator

Your next question comes from Peter Jacobson - Brean Murray.

Peter Jacobson - Brean Murray

Regarding the outlook to achieve cash flow positive by second half of ‘09, given the performance this quarter, it seems as though that might be achievable a little bit sooner. Can you kind of describe what milestones need to be achieved over the upcoming quarters to get to a cash flow positive tradition?

Karen Willem

Basically, at this point we just finished up doing our planning for next year and given our, again, modest increase in revenues and given the cost control that we’ve already implemented that Anne spoke to, it’s certainly achievable in the second half. I’m not trying to forecast a wildly aggressive top line because at this point we’re still doing a turnaround. But I’m very comfortable with the second half.

Peter Jacobson - Brean Murray

And given the bookings in the quarter and the backlog, I would think that would give you some relatively good confidence in the top line. What is it that causes your hesitation in terms of confidence in that?

Karen Willem

Well, first of all, we’re a software company and like all other software companies, the first quarter is our softest quarter. And if you look at the past, you can see that the swing can be significant. So, I expect that will happen again. But then rest of the year we do expect modest growth and in fact, Bruce, you want to comment too?

Bruce T. Coleman

Yes, I think the variable that we need to get our arms around is the predictability of new license sales. We’ve indicated in the past we’re going to sell new licenses to current customers, and more importantly, new licenses to customers we’ve not sold before. We’re just now doing that hiring process and that’s a 6-9 months effort before you see some results. So, I think that the unpredictable part is how soon we’re going to learn how to sell new customers new products. We will make it happen but it tends to be a six month lagger or so as you learn how to do that.

Peter Jacobson - Brean Murray

Are you still experiencing fall off in Legacy products or do you characterize that as being relatively stable at this point?

Anne Brennan

The revenue from the Legacy products is holding up and we have to manage, as we enter ‘09, we have to manage the transition from those Legacy products to our new product fit, of maintaining our top line. So, that’s one of the areas that we’re focusing on ‘til ‘09. There are lots of upgrade opportunities and we’re taking those as in when they arrive through the sales phase.

Operator

Your next question comes from Scott Zeller - Needham & Company.

Scott Zeller - Needham & Company

Hi, could you review again your plans for the convert?

Anne Brennan

The convert matures in the second week of September. Our plan right now, we have sufficient cash on hand to pay the convert and as we said on prior calls and we reiterated today that we have sufficient funds from operations. It’s not [inaudible {33:10}] alternative funding. So, it’s fine right now. Is to repeat that as it falls due to convert.

Scott Zeller - Needham & Company

I think we’ve heard previously that there is a plan to go towards the smaller operators in tier 2 and below. Can you tell us is there any just high-level way you can break out the revenues from the quarter by size of operator, perhaps, tier 1 versus others?

Bruce T. Coleman

Not practically. No, we have just now started the higher people. So, we’ve had a few sales here and there but not something we want to stand up and crow about. This is a brand new strategy. We’ve got a few people on board and a lot more that we’re interviewing right now. Let me be careful on a lot more. You want to add people, sales, and SE’s in [traunches], three, four, five at a time. So, you don’t drop them all in at once and then have the expenses and not productivity. So, it’s very early in the strategy. Far to my rival, we had talked about the strategy but not had any hiring in place.

Scott Zeller - Needham & Company

Can you give us a sense of what to expect on OpEx run rate? We heard that you expect to be profitable proforma second half but any sense on the run rate for OpEx?

Karen Willem

Yes, on a non-GAAP basis, because that really gives you better understanding of the business, we’re going to be running in the low $30 million for OpEx, except for Q1, which is a bit higher. As you probably know, that’s when we have all our year-end stuff, our audit, our 10-K’s, etc. And the way you do the accounting is you take it all as incurred. So, Q1 will be a bit higher but generally speaking, we’re targeting in the low-30’s.

Operator

Your next question comes from Chris Cole – Thomas Weisel Partners.

Chris Cole - Thomas Weisel Partners

I think it might have been in the in-between quarters, but you had mentioned that you are going to continue selling a location-based services but that you wouldn’t commit any new resources, or if I understood correctly, you said something to that nature. I was just wondering how customers are responding to location-based products? Are you guys still selling that? Are customers more hesitant because of your strategy surrounding that particular product?

Bruce T. Coleman

I think that we have put the word out now for a while. Our sales people stopped selling. The customers stopped listening. But that has turned around. First, on the area of resources, we have committed to an engineering and development program aligned with commitments to our customers. This is pretty robust. So, it’s not as if we’re just doing maintenance. The significant item in the engineering roadmap right now. In addition to that, we’ve seen a fair amount of interest as I said not only in a standalone product both emergency and not emergency but in providing location capabilities in our other products. It’s been a little stronger than I frankly expected. The interest declined but you’ve got to go from interest to contracts. Given when we get to those contracts if there’s significant increases in the revenues, we will consider obviously having more development into the mix. We have some trials that are going on now and multiple deployment that are just starting. So, we’re modestly encouraged about that.

Chris Cole - Thomas Weisel Partners

And I think you mentioned earlier you guys cut 98 heads and if I heard you correctly, did you say mid-100’s is your goal for total headcount cut?

Anne Brennan

No, Chris. What I said was that our target--I wasn’t looking at it from a cut perspective. The percentage of number would be mid-600’s after it is complete.

Chris Cole - Thomas Weisel Partners

Mid-600’s and you guys exited but you guys are in like 657 though, right?

Anne Brennan

Yes.

Chris Cole - Thomas Weisel Partners

So, you guys are pretty much right size then?

Anne Brennan

Yes, we have some weeks to go, in terms of the international, and personnel impact of the restructuring but we’ve also wheeled in additional headcount into the plan for ‘09.

Chris Cole - Thomas Weisel Partners

Oh, okay. I see what you’re saying.

Bruce T. Coleman

In addition, I think what you don’t see there is some contractor post that we use really extensively. And that’s another way that by cutting back there, we’re managing our expenses on a go forward basis. So, you won’t see that in headcounts per say but if it’s significant cutback on heads doing work and obviously money savings.

Chris Cole - Thomas Weisel Partners

Bruce, you’d mentioned and a couple of other analysts had asked about it but as far as those new deals that you mentioned on Integra and Rich Mail, can you break out whether these like pretty much existing customers from your commentary? From what you responded to the previous question, it sounds like it’s fairly safe to assume that these were existing customers that you up sold to as opposed to new customers.

Bruce T. Coleman

That is absolutely correct. We’d like to have some new customers but for the most part it’s current customers.

Operator

We will conclude the question-and-answer session.

Bruce T. Coleman

I’d like to thank you all for coming. This summation of what we’ve seen in the last three months or so is a lot of work on the inner Openwave, getting cost down, trying to run things in a little bit more sound basis, building a foundation for growth that frankly is not there yet but we’ve taken the steps. Given all that’s gone on including the delayed filings and the investigations, I’m pleased that we’ve made progress. It ain’t over until it’s over. So, we’ve got another six months to slogging before I personally expect to see some of the results of our efforts but so far I’m modestly pleased how we’re doing and I’m very pleased with the management team.

Thank you all and good day.

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Source: Openwave Systems, Inc. F4Q08 (Qtr End 06/30/08) Earnings Conference Call
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