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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2012

 

 

NOVATEL WIRELESS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

         
DELAWARE   COMMISSION FILE:   86-0824673

(State or other jurisdiction of

incorporation or organization)

 

  000-31659  

(I.R.S. Employer

Identification No.)

 

9645 Scranton Road

San Diego, CA 92121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 320-8800

Not applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

TABLE OF CONTENTS

ITEM 2.02. Results of Operations and Financial Condition

ITEM 9.01. Financial Statements and Exhibits

SIGNATURE

INDEX TO EXHIBITS

EXHIBIT 99.1

 

 
 

 

Item 2.02. Results of Operations and Financial Condition

 

The information in this report on Form 8-K is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a filing under the Exchange Act or the Securities Act of 1933, as amended, only if such subsequent filing specifically references this Form 8-K.

 

On August 7, 2012, Novatel Wireless, Inc. issued a press release containing preliminary financial results for the second quarter ended June 30, 2012.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

The following exhibit is furnished with this report:

 

99.1 Press release, dated August 7, 2012 containing Novatel Wireless, Inc. preliminary financial results for the second quarter ended June 30, 2012.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

             
        Novatel Wireless, Inc.
       
Date: August 7, 2012       By:   /s/    Kenneth G. Leddon
            Kenneth G. Leddon
            Senior Vice President and Chief Financial Officer

 

 
 

  

EXHIBIT INDEX

 

     

EXHIBIT NO.

  DESCRIPTION
99.1   Press release, dated August 7, 2012 containing Novatel Wireless, Inc. preliminary financial results for the second quarter ended June 30, 2012.

 

 

 

Novatel Wireless Second Quarter 2012 Financial Results

SAN DIEGO, Aug. 7, 2012 /PRNewswire/ -- Novatel Wireless, Inc. (NASDAQ: NVTL), a leading provider of intelligent wireless solutions, announces financial results for the second quarter ended June 30, 2012.


2Q 2012

2Q 2011

1Q 2012




Revenue

$ 102.4M

$ 118.0M

$ 100.2M




GAAP Net Loss

$    (4.5M)

$    (3.9M)

$  (37.9M)




GAAP EPS (Loss)

$    (0.14)

$    (0.12)

$    (1.17)




Non-GAAP Loss

$    (2.2M)

$    (0.9M)

$    (4.4M)




Non-GAAP EPS (Loss)

$    (0.07)

$    (0.03)

$    (0.14)




"During the second quarter our financial results were near or above the top of our guidance range for all three key metrics – revenue, non-GAAP gross margin, and non-GAAP EPS," said Peter Leparulo, CEO of Novatel Wireless. "Revenue increased by approximately $2.2 million from the first quarter, to $102.4 million, driven by strong sales of our mobile broadband devices.

"In our M2M segment, we are in the process of launching new integrated solutions that will significantly expand our addressable market. This includes the addition of key CDMA and HSPA capabilities into our M2M devices, as well as enhanced provisioning and management software that simplifies the adoption and deployment of integrated solutions for our customers.

"We continue to focus on diversifying our markets, customer base and product lines. We are planning a number of new product launches over the next year to further these objectives. Although we expect a temporary revenue decline at our largest customer in the third quarter due to the impact of a competing product, our new product rollouts and new customer wins should restore revenue growth and positive EBITDA in the fourth quarter."

Operating Results

Revenues by major product category were as follows:

Revenue by Product Category

2Q 2012

 2Q 2011

1Q 2012


Mobile Broadband Devices

Embedded Solutions

Asset Management Solutions & Services

$  87.1M

$    9.1M

$    6.2M

$ 101.3M

$   11.8M

$     4.9M

$  85.6M

$    5.8M

$    8.8M


  Total

$102.4M

$ 118.0M

$100.2M


Gross margin was 22.7 percent of revenue on a GAAP basis. On a non-GAAP basis, gross margin was 23.2 percent, exceeding our previous guidance of 22 to 23 percent.

Progress in ongoing cost reduction efforts contributed to a reduction in the net loss compared to the first quarter of 2012. On a non-GAAP basis, which excludes the items identified in the attached reconciliation schedule, net loss for the quarter was $2.2 million, or 7 cents per share, a significant improvement from a loss of 14 cents per share in the first quarter.

Adjusted EBITDA (see "Reconciliation of GAAP Earnings before Income Taxes to Adjusted EBITDA") was $0.3 million, versus a loss of $1.7 million in the first quarter.

Non-GAAP EPS Summary

The following adjustments are included in the second quarter 2012 non-GAAP earnings per share.

GAAP EPS (Loss)


$(0.14)

Adjustments:



Stock-based compensation expense

    Acquisition-related charges


   0.05

   0.02


Non-GAAP EPS


$(0.07)







Second Quarter Segment Results

GAAP financial results by operating segment were as follows:


2Q 2012

2Q 2011

1Q2012

Revenue




     Mobile Computing Products

$  92.5M

$105.8M

$  90.9M

     M2M Products and Solutions

$    9.9M

$  12.2M

$    9.3M

Total

$102.4M

$ 118.0M

$100.2M





Operating Income (Loss)




     Mobile Computing Products

$  (0.7M)

$   1.0M

$(  3.5M)

     M2M Products and Solutions

$  (3.7M)

$(  4.1M)

$(34.3M)

Total

$  (4.4M)

$(  3.1M)

$(37.8M)

Recent Business Highlights

  • TIESSE SpA, a leading Italian Telemetry device manufacturer, will integrate Novatel Wireless Enabler modules into its Levanto routers. These routers will provide one of the largest Italian utilities with upgraded communications for automatic meter reading concentrators.
  • In June, the Enabler® HS 3001 was certified for use on the Verizon Wireless network. This module supports CDMA 800 and 1900 MHz and a rich on-board N4A Communication and Management Software agent to provide speedy market introduction of M2M deployments on Verizon Wireless' CDMA Network.
  • Novatel Wireless added the SA-G+ to its Enfora portfolio of simple, yet powerful, plug-and-play wireless telemetry devices. The new SA-G+ device is targeted at remote asset monitoring and control applications where critical and timely data is needed. Examples include industrial automation, vending machines, oil & gas pipelines and energy and smart grid applications. With support for CDMA2000 1X or GSM/GPRS connectivity for global deployments, the SA-G+ has been designed to enhance visibility into remotely-located fixed assets.
  • On June 26, 2012, the United States Patent and Trademark Office granted Novatel Wireless a key patent for the MiFi Intelligent Mobile Hotspot. This patent, entitled "Systems and methods for multi-mode wireless modem," is a core invention covering Intelligent Mobile Hotspot products, home automation gateway devices, fixed mobile convergence routers and general machine-to-machine solutions involving wireless gateway implementation.

Third Quarter 2012 Business Outlook

The following statements are forward-looking and actual results may differ materially. Please see the section titled, "Cautionary Note Regarding Forward-Looking Statements" at the end of this press release. A more detailed description of risks related to our business is included in reports filed with the Securities and Exchange Commission.

Our guidance for the third quarter of 2012 reflects current business indicators and expectations as of the date of this release. MiFi revenues in the third quarter may be constrained by competitive pressure at our largest customer. However, we anticipate that in the fourth quarter and beyond, new product introductions and new customer wins should restore revenue growth and positive EBITDA. All figures are approximations based on management's beliefs and assumptions as of the date of this release.



Third Quarter 2012

Revenue


    $76 - $84 million

Non-GAAP Gross Margin


    22% - 24%




Non-GAAP EPS


$(0.33) - $ (0.21)         

Conference Call Information

Novatel Wireless will host a conference call and live webcast for analysts and investors today at 5:00 p.m. ET. To access the conference call:

  • In the United States, call 1-877-317-6789
  • In Canada, call 1-866-605-3852
  • International parties can access the call at 1-412-317-6789.

Novatel Wireless will offer a live webcast of the conference call, which will be accessible from the "Investors" section of the company's website at www.NVTL.com. A telephonic replay of the conference call will also be available one hour after the call and will run through August 14. To hear the replay, parties in the United States may call 1-877-344-7529 and enter conference code 10015445. International parties may call 1-412-317-0088.

ABOUT NOVATEL WIRELESS

Novatel Wireless, Inc. is a leader in the design and development of intelligent wireless solutions based on 2G, 3G and 4G technologies providing wireless connectivity. The company delivers specialized wireless solutions to carriers, distributors, retailers, OEMs and vertical markets worldwide. Novatel Wireless' Intelligent Mobile Hotspot products, software, USB modems, embedded modules and smart M2M modules provide innovative anywhere, anytime communications solutions for consumers and enterprises.

Headquartered in San Diego, Novatel Wireless is listed on NASDAQ: NVTL. For more information please visit www.nvtl.com. (NVTLF)

Cautionary Note Regarding Forward-Looking Statements

Some of the information presented in this release constitutes forward-looking statements based on management's current expectations, assumptions, estimates and projections. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as "may," "estimate," "anticipate," "believe," "expect," "intend," "plan," "project," "will" and similar words and phrases indicating future results. The information presented in this release related to our financial results for the second quarter ended June 30, 2012 and our outlook for the third and fourth quarters of 2012, as well as statements regarding new product launches, are forward-looking. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements. The Company therefore cannot guarantee future results, performance or achievements. Actual results could differ materially from the Company's expectations.

Factors that could cause actual results to differ materially from Novatel Wireless' expectations are set forth as risk factors in the Company's SEC reports and filings and include (1) the future demand for wireless broadband access to data, (2) the growth of wireless wide-area networking, (3) changes in commercially adopted wireless transmission standards and technologies including 3G and 4G standards, (4) continued customer and end user acceptance of the Company's current products and market demand for the Company's anticipated new product offerings, (5) increased competition and pricing pressure from current or future wireless market participants, (6) dependence on third party manufacturers in Asia and key component suppliers worldwide, (7) unexpected liabilities or expenses, (8) the Company's ability to introduce new products in a timely manner, (9) litigation, regulatory and IP developments related to our products or component parts of our products, (10) the outcome of pending or future litigation, including the current class action securities litigation, (11) the continuing impact of the recent global credit crisis on the value and liquidity of the securities in our investment portfolio, (12) dependence on a small number of customers, (13) the effect of changes in accounting standards and in aspects of our critical accounting policies and (14) the Company's plans and expectations relating to strategic relationships, international expansion, software and hardware developments, personnel matters and cost containment initiatives.

These factors, as well as other factors described in the reports filed by the Company with the SEC (available at www.sec.gov), could cause actual results to differ materially. Novatel Wireless assumes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as otherwise required pursuant to applicable law and our on-going reporting obligations under the Securities Exchange Act of 1934, as amended.

Non-GAAP Financial Measures

Novatel Wireless has provided in this release financial information that has not been prepared in accordance with GAAP. Non-GAAP operating expenses, net income and earnings per share exclude stock-based compensation expenses, charges and benefits related to M&A activities, acquisition-related intangible-asset amortization, a litigation accrual, and merger integration costs. Non-GAAP net income and earnings per share for the full year also exclude the impact of establishing a valuation allowance related to deferred tax assets and assume a tax rate which management believes reflects its long-term effective tax rate.

Adjusted EBITDA and Non-GAAP net income, earnings per share, operating expenses, and gross margin are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures are not intended to be used in isolation and, moreover, they should not be considered as a substitute for net income, diluted earnings per share, operating expenses, gross margin or any other performance measure determined in accordance with GAAP. We present adjusted EBITDA and non-GAAP net income, earnings per share, operating expenses, and gross margin because we consider each to be an important supplemental measure of our performance.

Management uses these non-GAAP financial measures to make operational decisions, evaluate the Company's performance, prepare forecasts and determine compensation. Further, management believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the Company's performance when planning, forecasting and analyzing future periods. The stock-based compensation expenses are expected to vary depending on the number of new grants issued to both current and new employees, and changes in the Company's stock price, stock market volatility, expected option life and risk-free interest rates, all of which are difficult to estimate. In calculating non-GAAP operating expenses, net income and earnings per share, management excludes stock-based compensation expenses and charges related to M&A activity to facilitate comparability of the Company's operating performance on a period-to-period basis because such expenses are not, in management's review, related to the Company's ongoing operating performance. Management uses this view of its operating performance for purposes of comparison with its business plan and individual operating budgets and allocation of resources.

We further believe that these non-GAAP financial measures are useful to investors in providing greater transparency to the information used by management in its operational decision making. We believe that the use of non-GAAP operating expenses, net income and earnings per share also facilitates a comparison of Novatel Wireless' underlying operating performance with that of other companies in our industry, which use similar non-GAAP financial measures to supplement their GAAP results.

Calculating non-GAAP operating expenses, net income and earnings per share have limitations as an analytical tool, and you should not consider these measures in isolation or as substitutes for GAAP operating expenses, net income and earnings per share. In the future, we expect to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items in the presentation of our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Some of the limitations in relying on non-GAAP operating expenses, net income and earnings per share are:

  • Other companies, including other companies in our industry, may calculate non-GAAP operating expenses, net income and earnings per share differently than we do, limiting their usefulness as a comparative tool. 
  • The Company's income tax expense will be ultimately based on its GAAP taxable income and actual tax rates in effect, which may differ significantly from the effective tax rate used in our non-GAAP financial measures.

In addition, the adjustments to our GAAP operating expenses, net income and earnings per share reflect the exclusion of stock-based compensation expenses that are recurring and will be reflected in the Company's financial results for the foreseeable future. The Company compensates for these limitations by providing specific information regarding the GAAP amount excluded from the non-GAAP financial measures. The Company further compensates for the limitations of our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently. The Company evaluates the non-GAAP financial measures together with the most directly comparable GAAP financial measures.

Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this press release with our GAAP operating expenses, net income, earnings per share and gross margin. For more information, see the consolidated statements of operations and the "Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income" contained in this press release.

(C) 2012 Novatel Wireless. All rights reserved. MiFi, Expedite, Enabler, Enfora, N4A, and the Novatel Wireless name and logo are trademarks of Novatel Wireless, Inc. Other product or service names mentioned herein are the trademarks of their respective owners.

Investor contact:

Media contact:

William A. Walkowiak, CFA 

Charlotte Rubin

Novatel Wireless 

Novatel Wireless

(858) 431-3711 

(858) 812-3431

ir@nvtl.com 

crubin@nvtl.com

NOVATEL WIRELESS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)
























June 30,


December 31,







2012


2011







(Unaudited)



ASSETS


















Current assets:

















Cash and cash equivalents




$         15,197


$        47,069

Marketable securities





36,391


28,267

Accounts receivable, net




48,033


36,849

Inventories





39,565


42,279

Deferred tax assets, net




2,005


2,011

Prepaid expenses and other




5,835


3,712

Total current assets





147,026


160,187










Property and equipment, net




16,886


18,496










Marketable securities





10,820


13,495










Intangible assets, net





10,896


35,702










Goodwill






13,225


19,772










Deferred tax assets, net




937


1,023










Other assets





631


504

Total assets





$       200,421


$      249,179



















LIABILITIES AND STOCKHOLDERS' EQUITY
















Current liabilities:

















Accounts payable





$         43,168


$        54,030

Accrued expenses





25,375


25,044

Total current liabilities




68,543


79,074










Other long-term liabilities




3,866


4,080










Total liabilities





72,409


83,154










Stockholders' equity:

















Common stock





33


32

Additional paid-in capital




434,203


429,813

Accumulated other comprehensive income (loss)



9


(8)

Accumulated deficit





(281,233)


(238,812)







153,012


191,025

Treasury stock at cost





(25,000)


(25,000)

Total stockholders' equity




128,012


166,025










Total liabilities and stockholders' equity




$       200,421


$      249,179










NOVATEL WIRELESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

(Unaudited)


































Three Months Ended


Six Months Ended



June 30,


June 30,



2012


2011


2012


2011



















Net revenues


$  102,446


$  118,021


$ 202,596


$ 179,805

Cost of net revenues


79,195


91,839


158,357


147,629

Gross profit


23,251


26,182


44,239


32,176










Operating costs and expenses:









Research and development


14,457


14,832


30,286


30,391

Sales and marketing


7,310


8,210


14,988


15,594

General and administrative


5,702


5,714


11,236


10,307

Goodwill and intangible assets impairment losses


-


-


29,337


-

Amortization of purchased intangible assets


227


527


664


1,055

Total operating costs and expenses


27,696


29,283


86,511


57,347










Operating loss


(4,445)


(3,101)


(42,272)


(25,171)










Other income (expense):









Interest income, net


83


85


166


243

Other expense, net


(153)


(607)


(146)


(485)










Loss before income taxes


(4,515)


(3,623)


(42,252)


(25,413)










Income tax (benefit) provision


(15)


275


169


573










Net loss


$     (4,500)


$    (3,898)


$  (42,421)


$  (25,986)










Per share data:


















Net loss per share:









Basic


$       (0.14)


$      (0.12)


$     (1.31)


$     (0.81)

Diluted


$       (0.14)


$      (0.12)


$     (1.31)


$     (0.81)



















Weighted average shares used in computation of 









  net loss per share:









Basic


32,674


32,048


32,485


31,979

Diluted


32,674


32,048


32,485


31,979










Comprehensive loss


$     (4,507)


$    (3,794)


$  (42,404)


$  (25,980)










NOVATEL WIRELESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)





Three Months Ended


Six Months Ended


June 30,


June 30,










2012


2011


2012


2011

















Cash flows from operating activities:








Net loss 

$  (4,500)


$ (3,898)


$(42,421)


$(25,986)

Adjustments to reconcile net loss to 








net cash provided by (used in) operating activities:








Loss on sale/disposal of fixed asset

41


-


28


-

Depreciation and amortization 

2,979


4,778


6,972


9,686

Loss on goodwill and intangible assets impairment

-


-


29,337


75

Provision for bad debts 

50


101


88


123

Net impairment loss on marketable securities

39


154


39


154

Inventory provision

65


200


316


320

Share-based compensation expense 

1,823


1,191


3,657


2,486

Non-cash income tax expense (benefit)

(14)


257


97


(401)

Changes in assets and liabilities:








Accounts receivable

1,713


2,519


(11,271)


21,925

Inventories 

3,645


5,033


2,398


(7,371)

Prepaid expenses and other assets 

(385)


495


(2,250)


3,010

Accounts payable 

(8,186)


4,961


(10,869)


(20,965)

Accrued expenses, income taxes, and other 

(2,501)


3,165


425


(575)









Net cash provided by (used in) operating activities 

(5,231)


18,956


(23,454)


(17,519)









Cash flows from investing activities:








Purchases of property and equipment 

(2,418)


(2,423)


(3,588)


(3,835)

Purchases of intangible assets

-


(100)


-


(100)

Purchases of marketable securities 

(6,385)


(81)


(17,530)


(10,959)

Marketable Securities maturities/sales 

6,585


2,030


12,059


47,674









Net cash provided by (used in) investing activities 

(2,218)


(574)


(9,059)


32,780

Cash flows from financing activities:








Principal payments under capital lease obligations 

(17)


(27)


(46)


(55)

Proceeds from ESPP, stock option exercises, net of taxes paid on








  vested restricted stock units

945


(54)


734


(622)









Net cash used in financing activities 

928


(81)


688


(677)

Effect of exchange rates on cash and cash equivalents 

(62)


(1)


(47)


54









Net increase (decrease) in cash  

(6,583)


18,300


(31,872)


14,638

Cash and cash equivalents, beginning of period

21,780


13,713


47,069


17,375






-


-

Cash and cash equivalents, end of period

$ 15,197


$32,013


$ 15,197


$ 32,013


Novatel Wireless, Inc.

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (Loss)

Three Months and Six Months Ended June 30, 2012

(in thousands, except per share data)

(Unaudited)























Three Months Ended


Six Months Ended



June 30, 2012


June 30, 2012













Net Income (Loss)


Income (Loss) Per Share, Diluted



Net Income (Loss)


Income (Loss) Per Share, Diluted











GAAP net loss


$ (4,500)


$           (0.14)



$  (42,421)


$           (1.31)











Adjustments:










     Share-based compensation expense (a)


1,823


$            0.05



3,657


$            0.11











     Acquisition related charges (b)


516


$            0.02



1,914


$            0.06











     Goodwill & Intangibles impairment (c)


-


-



29,337


$            0.91











     Income tax adjustments  (d)


(26)


(0.00)



38


$            0.00











     Severance (e)


(30)


(0.00)



890


$            0.03

Non-GAAP net loss


$ (2,217)


$           (0.07)



$   (6,585)


$           (0.20)











(a) Adjustments reflect share-based compensation expense recorded under ASC Topic 718. 











(b) Adjustments for the three and six months ended June 30, 2012 reflect amortization of purchased intangibles.











(c) Adjustments reflect goodwill and purchased intangibles impairments resulting from an interim impairment analysis conducted during the 1st quarter of 2012.











(d) Adjustments for the three months ended June 30, 2012, caused by certain deferred tax valuation activity and an income tax effect of Q1 2012 goodwill impairment.











(e) Adjustments reflect the cost of a reduction in force.












See "Non -GAAP Financial Measures" for information regarding our use of Non-GAAP financial measures.

Novatel Wireless, Inc.

Reconciliation of GAAP Operating Costs and Expenses to Non-GAAP Operating Costs and Expenses

Three Months Ended June 30, 2012

(in thousands)

(Unaudited)



























GAAP


Share-based compensation expense         (a)


Purchased intangibles amortization  (b)


Severance (c)


Non-GAAP












Cost of net revenues


$ 79,195


$             182


$           289


$          -


$   78,724












Operating costs and expenses:











Research and development


14,457


693


-


(104)


13,868

Sales and marketing


7,310


371


-


72


6,867

General and administrative


5,702


577


-


2


5,123

Amortization of purchased intangibles

227




227




-

Total operating costs and expenses

$ 27,696


1,641


227


(30)


$   25,858












Total




$          1,823


$           516


$         (30)

























      (a) Adjustments reflect share-based compensation expense recorded under ASC Topic 718.












      (b) Adjustments reflect amortization of purchased intangibles.












      (c) Includes charges for a reduction in force.












See "Non -GAAP Financial Measures" for information regarding our use of Non-GAAP financial measures.












Novatel Wireless, Inc.

Reconciliation of GAAP Operating Costs and Expenses to Non-GAAP Operating Costs and Expenses

Six Months Ended June 30, 2012

(in thousands)

(Unaudited)































GAAP


Share-based compensation expense       (a)


Purchased intangibles amortization (b)


Goodwill and purchased intangibles impairments (c)


Severance (d)


Non-GAAP














Cost of net revenues


$158,357


$             376


$         1,250


$             -


$          53


$ 156,678














Operating costs and expenses:













Research and development


30,286


1,388


-


-


555


28,343

Sales and marketing


14,988


733


-


-


85


14,170

General and administrative


11,236


1,160


-


-


197


9,879

Goodwill and intangible assets impairment losses

29,337


-


-


29,337


-


-

Amortization of purchased intangibles


664


-


664


-


-


-

Total operating costs and expenses


$  86,511


3,281


664


29,337


837


$   52,392














Total




$           3,657


$         1,914


$       29,337


$        890





























      (a) Adjustments reflect share-based compensation expense recorded under ASC Topic 718.














      (b) Adjustments reflect amortization of purchased intangibles.














(c) Adjustments reflect goodwill and purchased intangibles impairment resulting from an interim impairment analysis conducted during the 1st quarter of 2012.



(d) Includes charges for a reduction in force.




See "Non -GAAP Financial Measures" for information regarding our use of Non-GAAP financial measures.














Novatel Wireless, Inc.

Reconciliation of GAAP Loss before Income Taxes to Adjusted EBITDA 

Three and Six Months Ended June 30, 2012


(in thousands)


(Unaudited)










Three Months Ended


Six Months Ended




June 30, 2012


June 30, 2012








Loss before income taxes


$                    (4,515)


$               (42,252)


Depreciation and amortization charges


2,979


6,972


Goodwill & Purchased Intangibles impairments


-


29,337


Share-based compensation expense


1,823


3,657


Severance


(30)


890


Other expense (income)


70


(20)


  EBITDA 


$                        327


$                (1,416)


























See "Non -GAAP Financial Measures" for information regarding our use of Non-GAAP financial measures.