##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 Commission File Number 000-29053
 PROXIM WIRELESS CORPORATION
 (Exact name of registrant as specified in its charter)
 DELAWARE
    
    04-2751645(State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)
 1561 Buckeye Drive
Milpitas, CA 95035
(Address of principal executive offices)
 (408) 383-7600
(Registrants telephone number, including area code
 þ o
  Large accelerated filer o
    
    Accelerated filer o

    Non-accelerated filer   o
(Do not check if a smaller reporting company)

    Smaller reporting company þ
 o þ




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##### 



PROXIM WIRELESS CORPORATION
INDEX
 PAGE NO.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007
    
    
    4Consolidated Statements of Operations for the nine months ended September 30, 2008 and 2007 (unaudited)
    
    
    5Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 (unaudited)
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 4T. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 6. Exhibits
    
    
    29SIGNATURE
    
    
    30EX-31.1EX-31.2EX-32.1
  2




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PART I  FINANCIAL INFORMATION
  
 Item 1. Financial Statements.
 3




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PROXIM WIRELESS CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 September 30,
    
    
    Dec 31,2008
    
    
    2007(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    7,688
    
    
    $
    6,329Accounts receivable, net
    
    
    4,940
    
    
    
    9,326Inventory
    
    
    4,888
    
    
    
    5,753Prepaid expenses
    
    
    1,866
    
    
    
    1,029Assets held for sale
    
    
    
    
    
    
    2,085Total current assets
    
    
    19,382
    
    
    
    24,522Property and equipment, net
    
    
    2,453
    
    
    
    2,532Other Assets:Restricted cash
    
    
    77
    
    
    
    76Intangible assets, net
    
    
    6,959
    
    
    
    8,542Deposits and prepaid expenses
    
    
    457
    
    
    
    239Total other assets
    
    
    7,493
    
    
    
    8,857Assets held for sale
    
    
    0
    
    
    
    499Total assets
    
    $
    29,328
    
    
    $
    36,410Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    11,117
    
    
    $
    12,752Line of credit payable
    
    
    1,500
    
    
    
    Deferred revenue
    
    
    2,079
    
    
    
    4,001License agreement payable  current maturities
    
    
    1,327
    
    
    
    1,065Total current liabilities
    
    
    16,023
    
    
    
    17,818License agreement payable, net of current maturities
    
    
    
    
    
    
    1,023Notes payable, net of discount
    
    
    2,569
    
    
    
    Other long term liabilities
    
    
    345
    
    
    
    Liabilities- related to assets held for sale
    
    
    78
    
    
    
    232Total liabilities
    
    
    19,015
    
    
    
    19,073Commitments and contingenciesStockholders EquityPreferred stock, $0.01 par value; authorized 4,500,000, none issued at Sept
30, 2008 and December 31, 2007
    
    
    
    
    
    
    Common stock, $0.01 par value, 100,000,000 shares authorized, 23,519,069
issued and outstanding at
September 30, 2008 and December 31, 2007
    
    
    235
    
    
    
    235Additional paid-in capital
    
    
    64,793
    
    
    
    63,451Accumulated deficit
    
    
    (54,715
    )
    
    
    (46,349
    )Total stockholders equity
    
    
    10,313
    
    
    
    17,337Total liabilities and stockholders equity
    
    $
    29,328
    
    
    $
    36,410
  4




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PROXIM WIRELESS CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
 (Unaudited)
 Three Months Ended
    
    
    Nine Month EndedSept
    
    
    Sept30,
    
    
    30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    12,067
    
    
    $
    15,908
    
    
    $
    37,397
    
    
    $
    48,182Cost of goods sold
    
    
    7,685
    
    
    
    8,219
    
    
    
    21,436
    
    
    
    25,787Gross profit
    
    
    4,382
    
    
    
    7,689
    
    
    
    15,961
    
    
    
    22,395Operating expenses:Selling costs
    
    
    3,845
    
    
    
    5,385
    
    
    
    14,009
    
    
    
    15,134Restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91General and administrative
    
    
    3,101
    
    
    
    2,926
    
    
    
    9,525
    
    
    
    8,728Research and development
    
    
    1,019
    
    
    
    1,035
    
    
    
    3,146
    
    
    
    5,187Total operating expenses
    
    
    7,965
    
    
    
    9,346
    
    
    
    26,680
    
    
    
    29,140Operating loss
    
    
    (3,583
    )
    
    
    (1,657
    )
    
    
    (10,719
    )
    
    
    (6,745
    )Other income (expenses):Interest income
    
    
    9
    
    
    
    89
    
    
    
    29
    
    
    
    161Interest expense
    
    
    (186
    )
    
    
    (29
    )
    
    
    (300
    )
    
    
    (98
    )Other income (loss)
    
    
    (211
    )
    
    
    4
    
    
    
    395
    
    
    
    2,604Gain on sale of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23Total other income (expenses)
    
    
    (388
    )
    
    
    64
    
    
    
    124
    
    
    
    2,690Loss before income taxes
    
    
    (3,971
    )
    
    
    (1,593
    )
    
    
    (10,595
    )
    
    
    (4,055
    )Benefit (provision) for income taxes
    
    
    (39
    )
    
    
    (57
    )
    
    
    (152
    )
    
    
    (125
    )Loss from continuing operations
    
    
    (4,010
    )
    
    
    (1,650
    )
    
    
    (10,747
    )
    
    
    (4,180
    )Income (loss) from discontinued operations, net of tax
    
    $
    2,282
    
    
    $
    (1,086
    )
    
    $
    2,381
    
    
    $
    (1,880
    )Net income (loss)
    
    $
    (1,728
    )
    
    $
    (2,736
    )
    
    $
    (8,366
    )
    
    $
    (6,060
    )Weighted average number of shares-basic and diluted used in
computing net earnings (loss) per share
    
    
    23,519
    
    
    
    25,241
    
    
    
    23,519
    
    
    
    22,703Basic and diluted net earnings (loss) per share:Continuing operations
    
    $
    (0.17
    )
    
    $
    (0.07
    )
    
    $
    (0.46
    )
    
    $
    (0.19
    )Discontinued operations
    
    $
    0.10
    
    
    $
    (0.04
    )
    
    $
    0.10
    
    
    $
    (0.08
    )Total
    
    $
    (0.07
    )
    
    $
    (0.11
    )
    
    $
    (0.36
    )
    
    $
    (0.27
    )
  5




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PROXIM WIRELESS CORPORATION
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
 Nine Month Ended Sept 302008
    
    
    2007Cash flows from operating activities:Net Income (loss)
    
    
    (8,366
    )
    
    
    (6,060
    )Less: Gain from discontinued operations
    
    
    2,381
    
    
    
    (1,880
    )Loss from continuing operations
    
    
    (10,747
    )
    
    
    (4,180
    )Depreciation and amortization
    
    
    2,369
    
    
    
    2,530Gain on sale of available for sale securities
    
    
    0
    
    
    
    (99
    )(Gain)loss on disposal of equipment & long-term assets
    
    
    207
    
    
    
    (Gain)loss on disposal of intangible asset
    
    
    (752
    )
    
    
    (2,461
    )Bad debt allowance (recovery)
    
    
    236
    
    
    
    174Employee stock option amortization
    
    
    917
    
    
    
    1,585Inventory allowance
    
    
    (4,580
    )
    
    
    (289
    )Debt discount and deferred financing fees, valuation of warrant
    
    
    14
    
    
    
    Changes in assets and liabilities affecting operations:Accounts receivable
    
    
    4,150
    
    
    
    (2,828
    )Inventory
    
    
    5,445
    
    
    
    3,708Deposits
    
    
    (217
    )
    
    
    Prepaid expenses
    
    
    (837
    )
    
    
    (412
    )Accounts payable and accrued expenses
    
    
    (1,634
    )
    
    
    (2,718
    )Other Liabilities
    
    
    345
    
    
    
    Deferred revenue
    
    
    (1,922
    )
    
    
    (278
    )Net cash provided by (used in) operating activities
    
    
    (7,006
    )
    
    
    (5,268
    )Net Cash provided by (used in) discontinued
operating activity
    
    
    206
    
    
    
    (2,108
    )Net cash provided by (used in) operating activities
    
    
    (6,800
    )
    
    
    (7,376
    )Cash flows from investing activities:Sale of available for sale securities
    
    
    0
    
    
    
    340Proceeds from sales of discontinued operations
    
    
    4,582
    
    
    
    200Purchase of property and equipment
    
    
    (409
    )
    
    
    (558
    )Proceeds from sale of intangible asset
    
    
    850
    
    
    
    2,461Investment in capitalized software
    
    
    (603
    )
    
    
    (652
    )Net cash provided by (used in) investing activities
    
    
    4,420
    
    
    
    1,791Cash flows from financing activities:Exercise of stock options and warrants
    
    
    
    
    
    
    3Proceeds from bank financing
    
    
    3,000
    
    
    
    0Proceeds from note issuance
    
    
    3,000
    
    
    
    0
 6




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Nine Month Ended Sept 302008
    
    
    2007Principle payments on bank financing
    
    
    (1,500
    )
    
    
    0Repayment of license agreement payable
    
    
    (761
    )
    
    
    (647
    )Sale of common stock
    
    
    0
    
    
    
    7,467Net cash provided by (used in) financing activities
    
    
    3,739
    
    
    
    6,823Net increase (decrease) in cash and cash equivalents
    
    
    1,359
    
    
    
    1,238Cash and cash equivalents, beginning of period
    
    
    6,329
    
    
    
    10,290Cash and cash equivalents, end of period
    
    $
    7,688
    
    
    $
    11,528Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    185
    
    
    $
    68Income taxes paid
    
    $
    281
    
    
    $
    125
  7




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PROXIM WIRELESS CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
      ®
 8




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2. Inventory
  September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)Raw materials
    
    $
    1,049
    
    
    $
    6,748Work in process
    
    
    153
    
    
    
    374Finished goods
    
    
    6,195
    
    
    
    7,5317,397
    
    
    
    14,653Allowance for excess and obsolescence
    
    
    (2,509
    )
    
    
    (7,499
    )Inventory (net)-discontinued operation
    
    
    
    
    
    
    (1,401
    )Net Inventory
    
    $
    4,888
    
    
    $
    5,753
  9




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3. Intangibles
 Schedule of Non-Amortizable Assets
 Sept 30,
    
    
    December 31,2008
    
    
    2007(in thousands)Trade names  indefinite useful life
    
    
    780
    
    
    
    780$
    780
    
    
    $
    780
 Schedule of Amortizable Assets
 Sept 30,
    
    
    December 31,2008
    
    
    2007(in thousands)Patents, customer relationships and other
technologies with identifiable useful lives
    
    
    10,455
    
    
    
    11,308Less: accumulated amortization
    
    
    (4,276
    )
    
    
    (3,073
    )Less: Intangible assets net in discontinued operation
    
    
    
    
    
    
    (473
    )Amortizable intangible assets, net
    
    $
    6,179
    
    
    $
    7,762
  . Concentrations
   5. Patent License Agreement  License Agreement Payable
   6. Allowance for Product Warranty Costs
  10




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September 30,
    
    
    September 30,2008
    
    
    2007Balance at January 1,
    
    $
    697
    
    
    $
    1,102Settlements
    
    
    (449
    )
    
    
    (141
    )Adjustment to one year warranty term
    
    
    
    
    
    
    (539
    )Other
provision adjustments
    
    
    516
    
    
    
    177Balance at Sept 30,
    
    $
    764
    
    
    $
    599
 7. Long Term Debt- Related Party
       8. Discontinued Operations
  ®
 11




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3 months ended Sept 30, 2007
    
    
    9
months ended Sept 30, 2007(in thousands)
    
    As Reported
    
    
    As Reclassed
    
    
    Change
    
    
    As Reported
    
    
    As Reclassed
    
    
    ChangeRevenue
    
    $
    16,902
    
    
    $
    15,908
    
    
    
    ($994
    )
    
    $
    51,693
    
    
    $
    48,182
    
    
    $
    (3,511
    )Cost of goods sold
    
    
    8,616
    
    
    
    8,219
    
    
    
    397
    
    
    
    27,524
    
    
    
    25,787
    
    
    
    1,737Gross margin
    
    
    8,286
    
    
    
    7,689
    
    
    
    (597
    )
    
    
    24,269
    
    
    
    22,395
    
    
    
    (1,774
    )Operating expenses
    
    
    9,951
    
    
    
    9,346
    
    
    
    (605
    )
    
    
    31,034
    
    
    
    29,140
    
    
    
    (1,894
    )Other income (expense)
    
    
    7
    
    
    
    7
    
    
    
    
    
    
    
    2,565
    
    
    
    2,565
    
    
    
    Net Income (continuing operations)
    
    
    (1,658
    )
    
    
    (1,650
    )
    
    
    8
    
    
    
    (4,300
    )
    
    
    (4,180
    )
    
    
    120Net Income (discontinued operations)
    
    
    (1,078
    )
    
    
    (1,086
    )
    
    
    (8
    )
    
    
    (1,760
    )
    
    
    (1,880
    )
    
    
    (120
    )Net Income (Total)
    
    $
    (2,736
    )
    
    $
    (2,736
    )
    
    
    
    
    
    $
    (6,060
    )
    
    $
    (6,060
    )
    
    
    
  ®
  Three Months Ended
    
    
    Nine Month EndedSept
    
    
    Sept30,
    
    
    30,(in thousands)
    
    2008(1)
    
    
    2007(2)
    
    
    2008(1)
    
    
    2007(2)Revenue from discontinued operations
    
    $
    409
    
    
    $
    1,280
    
    
    $
    2,279
    
    
    $
    5,677Gain (Loss) on disposal of assets
    
    
    2,421
    
    
    
    (675
    )
    
    
    2,421
    
    
    
    (675
    )Loss from discontinued operations
    
    
    (139
    )
    
    
    (411
    )
    
    
    (40
    )
    
    
    (1,205
    )Net gain/ (loss) from discontinued
operations
    
    $
    2,282
    
    
    $
    (1,086
    )
    
    $
    2,381
    
    
    $
    (1,880
    )
 
 (1)
    
    The 2008 results are largely related to discontinued operations of the Harmonix Division of
Terabeam Corporation(2)
    
    The 2007 results are primarily related to discontinued operations of the Ricochet Networks
subsidiary 9. Security Agreement -Line of Credit
  12




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10. Recent Accounting Pronouncements
     13




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11. Commitments and Contingencies
  ®
     12. Subsequent Events
    14




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##### Table of Contents



13. Segment Information.
   Three Months Ended
    
    Nine Months Ended(in thousands)
    
    Sept 30, 2008
    
    Sept 30, 2007
    
    Sept 30, 2008
    
    Sept 30, 2007USA
    
    $
    5,174
    
    
    $
    7,397
    
    
    $
    12,880
    
    
    $
    20,999Europe,
Middle
East, Africa
    
    
    3,303
    
    
    
    5,049
    
    
    
    14,274
    
    
    
    15,188Asia Pacific
    
    
    2,484
    
    
    
    2,262
    
    
    
    7,825
    
    
    
    7,879Canada & Latin
America
    
    
    1,106
    
    
    
    1,200
    
    
    
    2,418
    
    
    
    4,116All Regions
    
    $
    12,067
    
    
    $
    15,908
    
    
    $
    37,397
    
    
    $
    48,182
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
        15




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Critical Accounting Policies
  Revenue Recognition
  1.
    
    The price is fixed and determinable at the date of sale;2.
    
    The buyers payment obligation is not contingent on resale;3.
    
    The buyers payment obligation would not be changed in the event of theft or physical
damage of the product;4.
    
    The buyer acquiring the product for resale has economic substance apart from that
provided by the seller;5.
    
    The seller does not have significant obligations for future resale of the product; and6.
    
    The amount of future returns can be reasonably estimated.
     16




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Accounts Receivable Valuation
  Inventory Valuation
  Warranty Provision
 .
 17




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Valuation of Stock-based Awards
   Capitalized Software
 Accounting for the Costs of Computer Software to be Sold,
Leased, or Otherwise Marketed
 Results of Operations
 For the three months ended September 30, 2008 and 2007
  2008
    
    2007Sales
    
    
    100
    %
    
    
    100
    %Cost of goods sold
    
    
    64
    
    
    
    52Gross profit
    
    
    36
    
    
    
    48Operating expensesSelling costs
    
    
    32
    
    
    
    34General and administrative
    
    
    26
    
    
    
    18Research and development
    
    
    8
    
    
    
    7Total operating expenses
    
    
    66
    
    
    
    59Operating (loss) income
    
    
    (30
    )
    
    
    (11
    )Other income (expenses)
    
    
    (3)
    
    

    
    Income /(loss) from continuing operations
    
    
    (33
    )%
    
    
    (10
    )%Income /(loss) discontinued operations
    
    
    19
    %
    
    
    (7
    )%Income taxes
    
    
    
    
    
    
    Net loss
    
    
    (14
    )%
    
    
    (17
    )%
 Sales
   18




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Cost of goods sold and gross profit
  Sales and Marketing Expenses
  General and Administrative Expenses
  Research and Development Expenses
  Other income (expense)
  Discontinued Operations
 .
 For the nine months ended September 30, 2008 and 2007
  Nine Months Ended Sept 30,2008
    
    2007Sales
    
    
    100
    %
    
    
    100
    %Cost of goods sold
    
    
    57
    
    
    
    54Gross profit
    
    
    43
    
    
    
    46Operating expensesSelling costs
    
    
    37
    
    
    
    31
 19




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Nine Months Ended Sept 30,2008
    
    2007Restructuring charges
    
    
    
    
    
    
    General and administrative
    
    
    25
    
    
    
    18Research and development
    
    
    8
    
    
    
    11Total operating expenses
    
    
    71
    
    
    
    60Operating (loss) income
    
    
    (28
    )
    
    
    (14
    )Other income (expenses)
    
    
    
    
    
    
    5Income/(loss) from continuing operations
    
    
    (28
    )%
    
    
    (9
    )%Income /(loss) discontinued operations
    
    
    6
    %
    
    
    (4
    )%Income taxes
    
    
    
    
    
    
    Net loss
    
    
    (22
    )%
    
    
    (13
    )%
 Sales
   Cost of goods sold and gross profit
  Sales and Marketing Expenses
  General and Administrative Expenses
  Research and Development Expenses
  20




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Other income (expenses)
  Discontinued Operations
  Liquidity and Capital Resources
      21




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Item 4T. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
    Changes in Internal Control over Financial Reporting
  Important Considerations
  22




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 IPO Litigation
    re
Initial Public Offering Securities Litigation en banc
  23




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##### Table of Contents



Linex Technologies Litigation
  General
  
 Item 1A. Risk Factors.
 General Overview
   24




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Cautionary Statements of General Applicability
  25




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##### Table of Contents



Specific Cautionary Statements Relating to Revenues
  Specific Cautionary Statements Relating to Capital Resources
  26




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Specific Cautionary Statements Relating to Volatile Economy and Capital Markets
  Specific Cautionary Statements relating to Bank Line of Credit
  Specific Cautionary Statements relating to Possible Harmonix Division Strategic Transaction
  Specific Cautionary Statements relating to July 2008 Lending Transaction
  27




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Specific Cautionary Statements Relating to Nasdaq Delisting Possibility
   Specific Cautionary Statements relating to Intellectual Property Litigation
  Specific Cautionary Statements relating to Ricochet Actions
 ®
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Possible Implications of Cautionary Statements
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
 Item 6. Exhibits.
  29




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SIGNATURE
   Date: November 14, 2008
    By:
    /s/ Thomas S. TwerdahlThomas S. TwerdahlInterim Chief Financial Officer(Interim principal financial and accounting officer) 30




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EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Asset Purchase Agreement, dated as of August 29, 2008, among the Registrant, Terabeam Corporation, Renaissance
Electronics Corp., and HXI, LLC (1)10.1
    
    Securities Purchase Agreement dated as of July 25, 2008 between the Registrant and Lloyd I. Miller, III and Milfam II
L.P. (2)10.2
    
    Form of Promissory Note dated July 25, 2008, a substantially similar version of which was issued by the Registrant
in favor of each of Lloyd I. Miller, III and Milfam II L.P. (2)10.3
    
    Form of Warrant dated July 25, 2008, a substantially similar version of which was issued by the Registrant to each
of Lloyd I. Miller, III and Milfam II L.P. (2)10.4
    
    First Amendment to Loan and Security Agreement dated as of August 13, 2008 between Comerica Bank and the Registrant
(3)10.5
    
    Second Amendment to Loan and Security Agreement dated as of September 26, 2008 between Comerica Bank and the
Registrant (4)10.6
    
    Assignment and Assumption of Lease, dated as of August 29, 2008, between Proxim Wireless Corporation and Renaissance
Electronics Corp. and HXI, LLC and consented to by Adom Realty Trust (1)10.7
    
    Letter Employment Agreement dated October 9, 2008 between the Registrant and Thomas S. Twerdahl (5)31.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).31.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).32.1
    
    Certification Pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b)
of Section 1350 of Chapter 63 of Title 18 of the United States Code).
 
 All non-marked exhibits are filed herewith.(1)
    
    Incorporated herein by reference to the exhibits to Form 8-K filed with the SEC on September
4, 2008.(2)
    
    Incorporated herein by reference to the exhibits to Form 8-K filed with the SEC on July 29,
2008.(3)
    
    Incorporated herein by reference to the exhibit to Form 8-K filed with the SEC on August 14, 2008.(4)
    
    Incorporated herein by reference to the exhibit to Form 8-K filed with the SEC on October 2, 2008.(5)
    
    Incorporated herein by reference to the
exhibit to Form 8-K
filed with the SEC
on October 14,
2008. 31