The Form 10-Q is available on the Web site maintained by the Securities
and Exchange Commission at www.sec.gov
and on the NextWave Web site at www.nextwave.com
under the heading “Investor Relations – Financial Information – SEC
Filings.” The financial information accompanying this press release
should be reviewed together with the Notes to Condensed Consolidated
Financial Statements, Management’s Discussion and Analysis of Financial
Condition and Results of Operations and Risk Factors contained in the
Form 10-Q.
|
|
|
|
|
|
|
|
|
|
|
|
|
NEXTWAVE WIRELESS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 27,
2009
|
|
|
|
December 27,
2008
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
$
|
17,176
|
|
|
|
|
$
|
60,848
|
|
|
Restricted cash and marketable securities
|
|
|
|
|
|
|
25,243
|
|
|
|
|
|
24,870
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $31
and $95 at June 27, 2009 and December 27, 2008, respectively
|
|
|
|
|
|
|
5,478
|
|
|
|
|
|
4,530
|
|
|
Wireless spectrum licenses held for sale
|
|
|
|
|
|
|
113,063
|
|
|
|
|
|
112,741
|
|
|
Deferred contract costs, prepaid expenses and other current assets
|
|
|
|
|
|
|
4,092
|
|
|
|
|
|
5,734
|
|
|
Current assets of discontinued operations
|
|
|
|
|
|
|
18,696
|
|
|
|
|
|
24,726
|
|
|
Total current assets
|
|
|
|
|
|
|
183,748
|
|
|
|
|
|
233,449
|
|
|
Wireless spectrum licenses, net
|
|
|
|
|
|
|
417,797
|
|
|
|
|
|
442,415
|
|
|
Goodwill
|
|
|
|
|
|
|
38,662
|
|
|
|
|
|
38,662
|
|
|
Other intangible assets, net
|
|
|
|
|
|
|
16,612
|
|
|
|
|
|
18,933
|
|
|
Property and equipment, net
|
|
|
|
|
|
|
3,199
|
|
|
|
|
|
4,206
|
|
|
Other assets, including assets measured at fair value of $1,862 and
$4,210 at June 27, 2009 and December 27, 2008, respectively
|
|
|
|
|
|
|
14,046
|
|
|
|
|
|
19,845
|
|
|
Total assets
|
|
|
|
|
|
$
|
674,064
|
|
|
|
|
$
|
757,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
|
|
$
|
2,304
|
|
|
|
|
$
|
7,417
|
|
|
Accrued expenses
|
|
|
|
|
|
|
22,234
|
|
|
|
|
|
24,887
|
|
|
Current portion of long-term obligations
|
|
|
|
|
|
|
138,563
|
|
|
|
|
|
136,567
|
|
|
Deferred revenue
|
|
|
|
|
|
|
17,417
|
|
|
|
|
|
17,378
|
|
|
Other current liabilities
|
|
|
|
|
|
|
1,044
|
|
|
|
|
|
1,890
|
|
|
Current liabilities of discontinued operations
|
|
|
|
|
|
|
20,708
|
|
|
|
|
|
24,094
|
|
|
Total current liabilities
|
|
|
|
|
|
|
202,270
|
|
|
|
|
|
212,233
|
|
|
Deferred income tax liabilities
|
|
|
|
|
|
|
89,605
|
|
|
|
|
|
89,062
|
|
|
Long-term obligations, net of current portion
|
|
|
|
|
|
|
553,781
|
|
|
|
|
|
496,297
|
|
|
Other liabilities
|
|
|
|
|
|
|
16,592
|
|
|
|
|
|
16,034
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit:
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 25,000 shares authorized; 355
shares designated as Series A Senior Convertible Preferred Stock; no
other shares issued or outstanding
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Common stock, $0.001 par value; 400,000 shares authorized; 103,092
shares issued and outstanding at June 27, 2009 and December 27, 2008
|
|
|
|
|
|
|
103
|
|
|
|
|
|
103
|
|
|
Additional paid-in-capital
|
|
|
|
|
|
|
843,584
|
|
|
|
|
|
838,865
|
|
|
Accumulated other comprehensive income
|
|
|
|
|
|
|
6,134
|
|
|
|
|
|
5,255
|
|
|
Accumulated deficit
|
|
|
|
|
|
|
(1,038,005
|
)
|
|
|
|
|
(900,339
|
)
|
|
Total stockholders’ deficit
|
|
|
|
|
|
|
(188,184
|
)
|
|
|
|
|
(56,116
|
)
|
|
Total liabilities and stockholders’ deficit
|
|
|
|
|
|
$
|
674,064
|
|
|
|
|
$
|
757,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEXTWAVE WIRELESS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
|
June 27, 2009
|
|
|
June 28, 2008
|
|
|
|
June 27, 2009
|
|
|
June 28, 2008
|
|
Revenues
|
|
|
|
|
|
$
|
12,035
|
|
|
|
$
|
16,563
|
|
|
|
|
$
|
28,950
|
|
|
|
$
|
31,113
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
|
|
|
|
5,512
|
|
|
|
|
5,125
|
|
|
|
|
|
11,720
|
|
|
|
|
9,754
|
|
|
Engineering, research and development
|
|
|
|
|
|
|
5,571
|
|
|
|
|
6,965
|
|
|
|
|
|
11,666
|
|
|
|
|
13,109
|
|
|
Sales and marketing
|
|
|
|
|
|
|
2,206
|
|
|
|
|
3,275
|
|
|
|
|
|
5,040
|
|
|
|
|
7,774
|
|
|
General and administrative
|
|
|
|
|
|
|
14,560
|
|
|
|
|
17,883
|
|
|
|
|
|
27,337
|
|
|
|
|
38,930
|
|
|
Asset impairment charges
|
|
|
|
|
|
|
83
|
|
|
|
|
—
|
|
|
|
|
|
16,286
|
|
|
|
|
—
|
|
|
Restructuring charges (credits)
|
|
|
|
|
|
|
(710
|
)
|
|
|
|
123
|
|
|
|
|
|
2,048
|
|
|
|
|
123
|
|
|
Total operating expenses
|
|
|
|
|
|
|
27,222
|
|
|
|
|
33,371
|
|
|
|
|
|
74,097
|
|
|
|
|
69,690
|
|
|
Gain on sale of wireless spectrum licenses
|
|
|
|
|
|
|
668
|
|
|
|
|
—
|
|
|
|
|
|
671
|
|
|
|
|
—
|
|
|
Loss from operations
|
|
|
|
|
|
|
(14,519
|
)
|
|
|
|
(16,808
|
)
|
|
|
|
|
(44,476
|
)
|
|
|
|
(38,577
|
)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
83
|
|
|
|
|
405
|
|
|
|
|
|
307
|
|
|
|
|
2,446
|
|
|
Interest expense
|
|
|
|
|
|
|
(39,124
|
)
|
|
|
|
(18,767
|
)
|
|
|
|
|
(75,864
|
)
|
|
|
|
(33,922
|
)
|
|
Other income (expense), net
|
|
|
|
|
|
|
79
|
|
|
|
|
(471
|
)
|
|
|
|
|
(1,618
|
)
|
|
|
|
(1,788
|
)
|
|
Total other income (expense), net
|
|
|
|
|
|
|
(38,962
|
)
|
|
|
|
(18,833
|
)
|
|
|
|
|
(77,175
|
)
|
|
|
|
(33,264
|
)
|
|
Loss from continuing operations before provision for income taxes
|
|
|
|
|
|
|
(53,481
|
)
|
|
|
|
(35,641
|
)
|
|
|
|
|
(121,651
|
)
|
|
|
|
(71,841
|
)
|
|
Income tax provision
|
|
|
|
|
|
|
(67
|
)
|
|
|
|
(270
|
)
|
|
|
|
|
(254
|
)
|
|
|
|
(457
|
)
|
|
Net loss from continuing operations
|
|
|
|
|
|
|
(53,548
|
)
|
|
|
|
(35,911
|
)
|
|
|
|
|
(121,905
|
)
|
|
|
|
(72,298
|
)
|
|
Loss from discontinued operations, net of gain (loss) on divestiture
of discontinued operations of $51, $0, $(2) and $0 and income tax
provision of $8, $155, $8 and $199, respectively
|
|
|
|
|
|
|
(1,939
|
)
|
|
|
|
(48,545
|
)
|
|
|
|
|
(15,761
|
)
|
|
|
|
(107,176
|
)
|
|
Net loss
|
|
|
|
|
|
|
(55,487
|
)
|
|
|
|
(84,456
|
)
|
|
|
|
|
(137,666
|
)
|
|
|
|
(179,474
|
)
|
|
Less: Preferred stock imputed dividends
|
|
|
|
|
|
|
—
|
|
|
|
|
(7,260
|
)
|
|
|
|
|
—
|
|
|
|
|
(14,385
|
)
|
|
Accretion of issuance costs on preferred stock
|
|
|
|
|
|
|
—
|
|
|
|
|
(73
|
)
|
|
|
|
|
—
|
|
|
|
|
(145
|
)
|
|
Net loss applicable to common shares
|
|
|
|
|
|
$
|
(55,487
|
)
|
|
|
$
|
(91,789
|
)
|
|
|
|
$
|
(137,666
|
)
|
|
|
$
|
(194,004
|
)
|
|
Net loss per common share – basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations, including preferred stock dividends and costs
|
|
|
|
|
|
$
|
(0.35
|
)
|
|
|
$
|
(0.42
|
)
|
|
|
|
$
|
(0.81
|
)
|
|
|
$
|
(0.88
|
)
|
|
Discontinued operations
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
|
(0.47
|
)
|
|
|
|
|
(0.10
|
)
|
|
|
|
(1.09
|
)
|
|
Net loss
|
|
|
|
|
|
$
|
(0.36
|
)
|
|
|
$
|
(0.89
|
)
|
|
|
|
$
|
(0.91
|
)
|
|
|
$
|
(1.97
|
)
|
|
Weighted average shares used in per share calculation
|
|
|
|
|
|
|
156,017
|
|
|
|
|
102,765
|
|
|
|
|
|
150,522
|
|
|
|
|
98,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEXTWAVE WIRELESS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
June 27, 2009
|
|
|
|
|
|
June 28, 2008
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(137,666
|
)
|
|
|
|
|
|
$
|
(179,474
|
)
|
|
Loss from discontinued operations, net of taxes
|
|
|
|
|
|
|
|
|
|
|
(15,761
|
)
|
|
|
|
|
|
|
(107,176
|
)
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
(121,905
|
)
|
|
|
|
|
|
|
(72,298
|
)
|
|
Adjustments to reconcile loss from continuing operations to net cash
used in operating activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
|
|
|
|
|
6,829
|
|
|
|
|
|
|
|
7,328
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
759
|
|
|
|
|
|
|
|
2,674
|
|
|
Non-cash share-based compensation
|
|
|
|
|
|
|
|
|
|
|
2,726
|
|
|
|
|
|
|
|
3,112
|
|
|
Non-cash interest expense
|
|
|
|
|
|
|
|
|
|
|
70,867
|
|
|
|
|
|
|
|
11,006
|
|
|
Gain on sale of spectrum licenses
|
|
|
|
|
|
|
|
|
|
|
(671
|
)
|
|
|
|
|
|
|
—
|
|
|
Asset impairment charges
|
|
|
|
|
|
|
|
|
|
|
16,286
|
|
|
|
|
|
|
|
1,389
|
|
|
Other non-cash adjustments
|
|
|
|
|
|
|
|
|
|
|
(562
|
)
|
|
|
|
|
|
|
266
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
|
|
|
|
|
|
|
(890
|
)
|
|
|
|
|
|
|
2,387
|
|
|
Deferred contract costs, prepaid expenses and other current assets
|
|
|
|
|
|
|
|
|
|
|
1,710
|
|
|
|
|
|
|
|
774
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
(365
|
)
|
|
|
|
|
|
|
293
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
(4,589
|
)
|
|
|
|
|
|
|
(3,269
|
)
|
|
Deferred revenue
|
|
|
|
|
|
|
|
|
|
|
(323
|
)
|
|
|
|
|
|
|
(2,242
|
)
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
(126
|
)
|
|
|
|
|
|
|
522
|
|
|
Net cash used in operating activities of continuing operations
|
|
|
|
|
|
|
|
|
|
|
(30,254
|
)
|
|
|
|
|
|
|
(48,058
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from maturities of marketable securities
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
106,385
|
|
|
Proceeds from sales of marketable securities
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
92,225
|
|
|
Purchases of marketable securities
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(112,163
|
)
|
|
Proceeds from the sale of wireless spectrum licenses
|
|
|
|
|
|
|
|
|
|
|
5,475
|
|
|
|
|
|
|
|
—
|
|
|
Proceeds from the sale of other assets
|
|
|
|
|
|
|
|
|
|
|
231
|
|
|
|
|
|
|
|
—
|
|
|
Cash paid for business combinations, net of cash acquired
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(5,130
|
)
|
|
Payments for wireless spectrum licenses
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(4,880
|
)
|
|
Purchase of property and equipment
|
|
|
|
|
|
|
|
|
|
|
(203
|
)
|
|
|
|
|
|
|
(2,205
|
)
|
|
Other, net
|
|
|
|
|
|
|
|
|
|
|
(42
|
)
|
|
|
|
|
|
|
(518
|
)
|
|
Net cash provided by investing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
|
5,461
|
|
|
|
|
|
|
|
73,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash released from restricted cash account securing long-term
obligations
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
75,000
|
|
|
Payments on long-term obligations
|
|
|
|
|
|
|
|
|
|
|
(6,731
|
)
|
|
|
|
|
|
|
(5,938
|
)
|
|
Proceeds from the sale of common shares
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
1,738
|
|
|
Net cash provided by (used in) financing activities of continuing
operations
|
|
|
|
|
|
|
|
|
|
|
(6,731
|
)
|
|
|
|
|
|
|
70,800
|
|
|
Cash used by discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(12,851
|
)
|
|
|
|
|
|
|
(99,483
|
)
|
|
Net cash provided by (used in) investing activities of discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
404
|
|
|
|
|
|
|
|
(8,675
|
)
|
|
Net cash used in financing activities of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
|
|
|
|
|
|
(538
|
)
|
|
Net cash used by discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(12,486
|
)
|
|
|
|
|
|
|
(108,696
|
)
|
|
Effect of foreign currency exchange rate changes on cash
|
|
|
|
|
|
|
|
|
|
|
270
|
|
|
|
|
|
|
|
37
|
|
|
Net decrease in cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
(43,740
|
)
|
|
|
|
|
|
|
(12,203
|
)
|
|
Cash and cash equivalents, beginning of period
|
|
|
|
|
|
|
|
|
|
|
61,517
|
|
|
|
|
|
|
|
53,050
|
|
|
Cash and cash equivalents, end of period
|
|
|
|
|
|
|
|
|
|
|
17,777
|
|
|
|
|
|
|
|
40,847
|
|
|
Less cash and cash equivalents of discontinued operations, end of
period
|
|
|
|
|
|
|
|
|
|
|
(601
|
)
|
|
|
|
|
|
|
(6,116
|
)
|
|
Cash and cash equivalents of continuing operations, end of period
|
|
|
|
|
|
|
|
|
|
$
|
17,176
|
|
|
|
|
|
|
$
|
34,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued in connection with the Asset Sale
Condition of the Second Lien Notes
|
|
|
|
|
|
|
|
|
|
$
|
1,719
|
|
|
|
|
|
|
$
|
—
|
|
|
Common stock issued for business acquisitions
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
36,572
|
|
|
Common stock issued under stock plans
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
7,051
|
|
|
Wireless spectrum licenses acquired with lease obligations
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
8,624
|
|