Openwave Systems Inc Reports Operating Results (10-Q)
Highlight of Business Operations:the closing, we will transfer all of our patents not previously transferred to UP LLC. We will also grant Ericsson a license to our enlarged patent portfolio. In consideration for the Ericsson Transferred Patent Portfolio, we will pay Ericsson the following portion of UP LLCs cumulative gross revenue on a quarterly basis in accordance with the provisions of the MSA (the Gross Revenue Payments): (i) 20% of the amount of Cumulative Gross Revenue, until the Cumulative Gross Revenue equals $100 million; plus (ii) 50% of the amount of Cumulative Gross Revenue in excess of $100 million, until the Cumulative Gross Revenue equals $500 million; plus (iii) 70% of the amount of Cumulative Gross Revenue in excess of $500 million. During a specified period following the closing of the Patent Purchase, with respect to certain patents, the MSA establishes revenue sharing adjustments in favor of Ericsson if UP LLC grants licenses (or similar rights) below certain agreed-upon royalty rates. Additionally, pursuant to the MSA with respect to the Ericsson Transferred Patent Portfolio and to the extent applicable, UP LLC has accepted an obligation to behave in a manner that is fair, reasonable and non-discriminatory (FRAND). The aggregate result of these commitments together with other obligations contained in these documents is such that UP LLC will pursue recurring revenue license arrangements that reflect the fair value of its entire patent portfolio, while at the same time respecting Ericssons existing commitments, customers and, to the extent applicable, any FRAND obligations. UP LLC believes that such an approach will maximize value for its shareholders over the long term, but such arrangements may take a longer period of time to achieve and may result in smaller upfront payments, as compared to lump sum perpetual licensing.
Net loss from discontinued operations decreased by $2.1 million in the six months ended December 31, 2012 as compared with the six months ended December 31, 2011. This was a result of the $73.2 million decline in revenues as there were no revenues generated since the sale of the product business, offset by corresponding reductions in costs due to no longer operating the business. The costs incurred during the six months ended December 31, 2012 primarily relate to the excess cost of providing the TSA services and facilities beyond the fees received, as well as severance payments and stock based compensation modifications triggered in periods following the sale of the product business, and professional service costs in connection with the transaction. These costs are expected to continue for a portion of our third fiscal quarter.
We have obtained a majority of our cash and investments through public offerings of common stock, including a common stock offering in December 2005 which raised $277.8 million in net proceeds. In fiscal 2008, we sold Musiwave and our Client operations, resulting in $56.0 million of net proceeds in fiscal 2008, $11.7 million in fiscal 2009, $4.5 million in fiscal 2010 and $2.2 million in fiscal 2011. Additionally, in fiscal 2012, we sold our product businesses which resulted in $51.4 million of net proceeds in fiscal 2012. In the first quarter of fiscal 2013, we settled all working capital adjustments related to the sale of the product businesses, and a loss on the sale of discontinued operations of $0.8 million was recorded. Since the sale of our product business, our operations have been funded by cash on hand. We have not generated any material revenue from patent licenses since selling the product business, and there can be no assurance that revenues from future patent license, if any, will be achieved. We believe we have sufficient cash to fund operations at least through the following 12 months. However, if we are unable to generate additional revenues from the licensing of our patents, this could curtail our ability to pursue such licenses as the legal costs may become cost prohibitive.
Net cash provided by investing activities during the six months ended December 31, 2012 was $13.7 million, which primarily was due to the $15.5 million of maturities or sales of investments, net of purchases of investments, partially offset by the $1.9 million of payments made related to transaction costs for the sale of the product business.
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