NEXTWAVE WIRELESS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par value data) (Unaudited) |
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September 26, 2009 |
December 27, 2008 |
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ASSETS |
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|
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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 December 27, 2008, respectively |
2,800 |
4,530 |
|
Wireless spectrum licenses held for sale |
60,609 |
112,741 |
|
Deferred contract costs, prepaid expenses and other current assets |
4,774 |
5,734 |
|
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 and December 27, 2008, respectively |
11,382 |
19,845 |
|
Total assets |
$ 617,283 |
$ 757,510 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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|
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Current liabilities: |
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|
|
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 |
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Commitments and contingencies |
|
|
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Stockholders’ deficit: |
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|
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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 outstanding at September 26, 2009 and December 27, 2008, respectively |
106 |
103 |
|
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 |
|
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Three Months Ended |
Nine Months Ended |
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September 26, 2009 |
September 27, 2008 |
September 26, 2009 |
September 27, 2008 |
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Revenues |
$ 8,113 |
$ 16,876 |
$ 37,063 |
$ 47,989 |
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|
License fee revenues – related party |
3,842 |
— |
3,842 |
— |
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Total revenues |
11,955 |
16,876 |
40,905 |
47,989 |
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Operating expenses: |
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|
|
|
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Cost of revenues |
4,431 |
4,855 |
16,151 |
14,609 |
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Cost of revenues – related party |
111 |
— |
111 |
— |
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Engineering, research and development |
5,069 |
7,524 |
16,735 |
20,633 |
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Sales and marketing |
1,824 |
3,099 |
6,864 |
10,873 |
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General and administrative |
11,080 |
17,367 |
38,417 |
56,297 |
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Asset impairment charges |
13,764 |
2,244 |
30,050 |
2,244 |
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Restructuring charges |
1,712 |
3,185 |
3,760 |
3,308 |
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Total operating expenses |
37,991 |
38,274 |
112,088 |
107,964 |
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Gain on sale of wireless spectrum licenses |
1,597 |
19,317 |
2,268 |
19,317 |
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Loss from operations |
(24,439) |
(2,081) |
(68,915) |
(40,658) |
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Other income (expense): |
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|
|
|
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Interest income |
56 |
233 |
363 |
2,679 |
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Interest expense |
(44,664) |
(12,018) |
(120,528) |
(45,940) |
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Other income (expense), net |
(6,500) |
(1,575) |
(8,118) |
(3,363) |
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Total other income (expense), net |
(51,108) |
(13,360) |
(128,283) |
(46,624) |
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Loss from continuing operations before income taxes |
(75,547) |
(15,441) |
(197,198) |
(87,282) |
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Income tax benefit (provision) |
986 |
(137) |
732 |
(594) |
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Net loss from continuing operations |
(74,561) |
(15,578) |
(196,466) |
(87,876) |
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Loss from discontinued operations, net of gains on divestiture of discontinued operations of $3,108, $0, $3,159 and $0 and income tax benefit (provision) of $182, $(804), $174 and $(1,003), respectively |
(27,108) |
(217,722) |
(42,869) |
(324,898) |
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Net loss |
(101,669) |
(233,300) |
(239,335) |
(412,774) |
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Less: Net loss attributable to noncontrolling interest in subsidiary: |
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Continuing operations |
1,029 |
— |
1,029 |
— |
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Discontinued operations |
— |
— |
— |
— |
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Net loss attributable to NextWave |
$ (100,640) |
$ (233,300) |
$ (238,306) |
$ (412,774) |
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Amounts attributable to NextWave common shares: |
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|
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Loss from continuing operations, net of tax |
$ (73,532) |
$ (15,578) |
$ (195,437) |
$ (87,876) |
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Less: Preferred stock imputed dividends |
— |
(7,397) |
— |
(21,782) |
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Accretion of issuance costs on preferred stock |
— |
(75) |
— |
(220) |
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Loss from continuing operations, including preferred stock dividends and costs |
(73,532) |
(23,050) |
(195,437) |
(109,878) |
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Loss from discontinued operations, net of tax |
(27,108) |
(217,722) |
(42,869) |
(324,898) |
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Net loss attributable to NextWave common shares |
$ (100,640) |
$ (240,772) |
$ (238,306) |
$ (434,776) |
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Net loss per share attributed to NextWave common share – basic and diluted: |
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Continuing operations, including preferred stock dividends and costs |
$ (0.45) |
$ (0.23) |
$ (1.26) |
$ (1.10) |
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Discontinued operations |
(0.17) |
(2.11) |
(0.28) |
(3.25) |
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Net loss |
$ (0.62) |
$ (2.34) |
$ (1.54) |
$ (4.35) |
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Weighted average shares used in per share calculation |
162,609 |
103,092 |
154,551 |
99,851 |
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Nine Months Ended |
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September 26, 2009 |
September 27, 2008 |
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OPERATING ACTIVITIES |
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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) |
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Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations: |
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|
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Amortization of intangible assets |
9,938 |
11,075 |
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Depreciation |
1,076 |
4,057 |
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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) |
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Asset impairment charges |
30,050 |
4,966 |
|
Other non-cash adjustments |
1,905 |
321 |
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Changes in operating assets and liabilities: |
|
|
|
Accounts receivable |
1,785 |
174 |
|
Deferred contract costs, prepaid expenses and other current assets |
1,019 |
840 |
|
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 continuing operations |
(49,071) |
(73,203) |
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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 in PacketVideo to a related party |
45,500 |
— |
|
Proceeds from the sale of wireless spectrum licenses |
26,718 |
35,774 |
|
Cash paid for business combinations, net of cash acquired |
— |
(269) |
|
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 continuing operations |
70,690 |
142,115 |
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FINANCING ACTIVITIES |
|
|
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Proceeds from long-term obligations, net of costs to issue |
13,496 |
21,463 |
|
Net cash released from restricted cash account securing long-term obligations |
— |
17,763 |
|
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 activities of continuing operations |
(48,415) |
34,240 |
|
Cash used by discontinued operations: |
|
|
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Net cash used in operating activities of discontinued operations |
(13,917) |
(129,523) |
|
Net cash provided by (used in) investing activities of discontinued operations |
2,991 |
(14,282) |
|
Net cash used in financing activities of discontinued operations |
(45) |
(730) |
|
Net cash used by discontinued operations |
(10,971) |
(144,535) |
|
Effect of foreign currency exchange rate changes on cash |
(751) |
(135) |
|
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 operations, end of period |
(765) |
(6,136) |
|
Cash and cash equivalents of continuing operations, end of period |
$22,234 |
$5,396 |
|
Noncash investing and financing activities: |
|
|
|
Fair value of warrants issued in connection with Second Lien Notes |
$5,179 |
$— |
|
Common stock issued for business acquisitions |
$— |
$36,501 |
|
Wireless spectrum licenses acquired with lease obligations |
$— |
$8,636 |