NextWave Wireless Files Third Quarter Fiscal 2009 Results

November 5, 2009 4:00 PM EST

SAN DIEGO--(BUSINESS WIRE)-- NextWave Wireless Inc. (NASDAQ: WAVE) today announced that it has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission for the third quarter of fiscal 2009, ended September 26, 2009.

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.

About NextWave Wireless

NextWave Wireless Inc. is a wireless technology company that develops, produces and markets mobile multimedia and consumer electronic connectivity products including device-embedded software for mobile handsets, client-server media platforms, media sharing software for consumer electronics and pocket-sized mobile broadcast receivers. The company also manages and maintains worldwide wireless spectrum licenses.


NEXTWAVE WIRELESS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

(unaudited)

                                                    September 26,   December 27,

                                                    2009            2008

ASSETS

Current assets:

Cash and cash equivalents                           $ 22,234        $ 60,848

Restricted cash and marketable securities             28,091          24,870

Accounts receivable, net of allowance for doubtful
accounts of $56 and $95 at September 26, 2009 and     2,800           4,530
December 27, 2008, respectively

Wireless spectrum licenses held for sale              60,609          112,741

Deferred contract costs, prepaid expenses and         4,774           5,734
other current assets

Current assets of discontinued operations             11,887          24,726

Total current assets                                  130,395         233,449

Wireless spectrum licenses, net                       415,959         442,415

Goodwill                                              39,235          38,662

Other intangible assets, net                          15,847          18,933

Property and equipment, net                           4,465           4,206

Other assets, including assets measured at fair
value of $1,211 and $4,210 at September 26, 2009      11,382          19,845
and December 27, 2008, respectively

Total assets                                        $ 617,283       $ 757,510

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable                                    $ 3,397         $ 7,417

Accrued expenses                                      16,562          24,887

Current portion of long-term obligations              180,493         136,567

Deferred revenue                                      5,565           17,378

Deferred revenue - related party                      8,347           --

Other current liabilities                             910             1,890

Current liabilities of discontinued operations        20,377          24,094

Total current liabilities                             235,651         212,233

Deferred income tax liabilities                       89,070          89,062

Long-term obligations, net of current portion         507,118         496,297

Other liabilities                                     20,272          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; 106,169 and 103,092 shares issued and     106             103
outstanding at September 26, 2009 and December 27,
2008, respectively

Additional paid-in-capital                            879,397         838,865

Accumulated other comprehensive income                9,515           5,255

Accumulated deficit                                   (1,138,645 )    (900,339 )

Stockholders' deficit attributable to NextWave        (249,627   )    (56,116  )

Noncontrolling interest in subsidiary                 14,799          --

Total stockholders' deficit                           (234,828   )    (56,116  )

Total liabilities and stockholders' deficit         $ 617,283       $ 757,510




NEXTWAVE WIRELESS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

                      Three Months Ended            Nine Months Ended

                      September 26,  September 27,  September 26,  September 27,

                      2009           2008           2009           2008

Revenues              $ 8,113        $ 16,876       $ 37,063       $ 47,989

License fee revenues    3,842          --             3,842          --
- related party

Total revenues          11,955         16,876         40,905         47,989

Operating expenses:

Cost of revenues        4,431          4,855          16,151         14,609

Cost of revenues -      111            --             111            --
related party

Engineering,
research and            5,069          7,524          16,735         20,633
development

Sales and marketing     1,824          3,099          6,864          10,873

General and             11,080         17,367         38,417         56,297
administrative

Asset impairment        13,764         2,244          30,050         2,244
charges

Restructuring           1,712          3,185          3,760          3,308
charges

Total operating         37,991         38,274         112,088        107,964
expenses

Gain on sale of
wireless spectrum       1,597          19,317         2,268          19,317
licenses

Loss from operations    (24,439  )     (2,081   )     (68,915  )     (40,658  )

Other income
(expense):

Interest income         56             233            363            2,679

Interest expense        (44,664  )     (12,018  )     (120,528 )     (45,940  )

Other income            (6,500   )     (1,575   )     (8,118   )     (3,363   )
(expense), net

Total other income      (51,108  )     (13,360  )     (128,283 )     (46,624  )
(expense), net

Loss from continuing
operations before       (75,547  )     (15,441  )     (197,198 )     (87,282  )
income taxes

Income tax benefit      986            (137     )     732            (594     )
(provision)

Net loss from
continuing              (74,561  )     (15,578  )     (196,466 )     (87,876  )
operations

Loss from
discontinued
operations, net of
gains on divestiture
of discontinued
operations of
$3,108, $0, $3,159      (27,108  )     (217,722 )     (42,869  )     (324,898 )
and $0 and income
tax benefit
(provision) of $182,
$(804), $174 and $
(1,003),
respectively

Net loss                (101,669 )     (233,300 )     (239,335 )     (412,774 )

Less: Net loss
attributable to
noncontrolling
interest in
subsidiary:

Continuing              1,029          --             1,029          --
operations

Discontinued            --             --             --             --
operations

Net loss
attributable to       $ (100,640 )   $ (233,300 )   $ (238,306 )   $ (412,774 )
NextWave

Amounts attributable
to NextWave common
shares:

Loss from continuing
operations, net of    $ (73,532  )   $ (15,578  )   $ (195,437 )   $ (87,876  )
tax

Less: Preferred
stock imputed           --             (7,397   )     --             (21,782  )
dividends

Accretion of
issuance costs on       --             (75      )     --             (220     )
preferred stock

Loss from continuing
operations,
including preferred     (73,532  )     (23,050  )     (195,437 )     (109,878 )
stock dividends and
costs

Loss from
discontinued            (27,108  )     (217,722 )     (42,869  )     (324,898 )
operations, net of
tax

Net loss
attributable to       $ (100,640 )   $ (240,772 )   $ (238,306 )   $ (434,776 )
NextWave common
shares

Net loss per share attributed to NextWave common share - basic and diluted:

Continuing
operations,
including preferred   $ (0.45    )   $ (0.23    )   $ (1.26    )   $ (1.10    )
stock dividends and
costs

Discontinued            (0.17    )     (2.11    )     (0.28    )     (3.25    )
operations

Net loss              $ (0.62    )   $ (2.34    )   $ (1.54    )   $ (4.35    )

Weighted average
shares used in per      162,609        103,092        154,551        99,851
share calculation




NEXTWAVE WIRELESS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

                                                   Nine Months Ended

                                                   September 26,  September 27,

                                                   2009           2008

OPERATING ACTIVITIES

Net loss                                           $ (239,335 )   $ (412,774 )

Loss from discontinued operations, net of tax        (42,869  )     (324,898 )

Loss from continuing operations                      (196,466 )     (87,876  )

Adjustments to reconcile loss from continuing
operations to net cash used in operating
activities of continuing operations:

Amortization of intangible assets                    9,938          11,075

Depreciation                                         1,076          4,057

Non-cash share-based compensation                    4,019          4,309

Non-cash interest expense                            111,443        16,663

Gain on sale of spectrum licenses                    (2,268   )     (19,317  )

Asset impairment charges                             30,050         4,966

Other non-cash adjustments                           1,905          321

Changes in operating assets and liabilities:

Accounts receivable                                  1,785          174

Deferred contract costs, prepaid expenses and        1,019          840
other current assets

Other assets                                         877            (1,563   )

Accounts payable and accrued liabilities             (11,940  )     (5,449   )

Deferred revenue                                     (3,746   )     (4,806   )

Other current liabilities                            3,237          3,403

Net cash used in operating activities of             (49,071  )     (73,203  )
continuing operations

INVESTING ACTIVITIES

Proceeds from maturities of marketable securities    --             106,385

Proceeds from sales of marketable securities         --             115,671

Purchases of marketable securities                   --             (112,167 )

Proceeds from the sale of noncontrolling interest    45,500         --
in PacketVideo to a related party

Proceeds from the sale of wireless spectrum          26,718         35,774
licenses

Cash paid for business combinations, net of cash     --             (269     )
acquired

Payments for wireless spectrum licenses              --             (44      )

Purchase of property and equipment                   (1,766   )     (2,717   )

Other, net                                           238            (518     )

Net cash provided by investing activities of         70,690         142,115
continuing operations

FINANCING ACTIVITIES

Proceeds from long-term obligations, net of costs    13,496         21,463
to issue

Net cash released from restricted cash account       --             17,763
securing long-term obligations

Proceeds from investment by joint venture partner    --             615

Payments on long-term obligations                    (62,320  )     (7,338   )

Proceeds from the sale of common shares              409            1,737

Net cash provided by (used in) financing             (48,415  )     34,240
activities of continuing operations

Cash used by discontinued operations:

Net cash used in operating activities of             (13,917  )     (129,523 )
discontinued operations

Net cash provided by (used in) investing             2,991          (14,282  )
activities of discontinued operations

Net cash used in financing activities of             (45      )     (730     )
discontinued operations

Net cash used by discontinued operations             (10,971  )     (144,535 )

Effect of foreign currency exchange rate changes     (751     )     (135     )
on cash

Net decrease in cash and cash equivalents            (38,518  )     (41,518  )

Cash and cash equivalents, beginning of period       61,517         53,050

Cash and cash equivalents, end of period             22,999         11,532

Less cash and cash equivalents of discontinued       (765     )     (6,136   )
operations, end of period

Cash and cash equivalents of continuing            $ 22,234       $ 5,396
operations, end of period

Noncash investing and financing activities:

Fair value of warrants issued in connection with   $ 5,179        $ --
Second Lien Notes

Common stock issued for business acquisitions      $ --           $ 36,501

Wireless spectrum licenses acquired with lease     $ --           $ 8,636
obligations




    Source: NextWave Wireless Inc.


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