UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _____ to _____
Commission File Number:
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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The |
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Warrants, each to purchase one share of Common Stock |
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NNAVW |
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The Nasdaq Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Smaller reporting company |
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Accelerated filer |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
NEXTNAV INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2023
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “NextNav,” the “Company,” “we,” “us,” and “our” include NextNav Inc. and its subsidiaries.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “anticipate,” “believe,” “expect,” “intend,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “could,” “would,” “will” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements may relate to, but are not limited to: expectations regarding our strategies and future financial performance, including future business plans or objectives, expected functionality of our geolocation services, anticipated timing and level of deployment of our services, including our TerraPoiNT system, anticipated demand and acceptance of our services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance our research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenue, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives; our ability to realize the anticipated technical and business benefits associated with the acquisition of Nestwave (as defined below), and any subsequent mergers, acquisitions, or other similar transactions, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; factors relating to our future operations, projected capital resources and financial position, estimated revenue and losses, projected costs and capital expenditures, prospects and plans, including the potential increase in customers on our Pinnacle network, the expansion of our services in Japan through MetCom (as defined below), and expectations about other international markets; projections of market growth and size, including the level of market acceptance for our services; our ability to adequately protect key intellectual property rights or proprietary technology; our ability to maintain our Location and Monitoring Service (“LMS”) licenses and obtain additional LMS licenses as necessary; our ability to maintain adequate operational financial resources or raise additional capital or generate sufficient cash flows, including the adequacy of our financial resources to meet our operational and working capital requirements for the 12-month period following the issuance of this report and our ability to meet longer term expected future cash requirements and obligations; our ability to develop and maintain effective internal controls; our success in recruiting and/or retaining officers, key employees or directors; expansion plans and opportunities; costs related to being a public company; our ability to maintain the listing of our securities on Nasdaq; macroeconomic factors and their effects on our operations; and the outcome of any known and unknown litigation and regulatory proceedings, as well as assumptions relating to the foregoing.
Forward-looking statements are based on information available as of the date of this quarterly report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
For additional information regarding risk factors, see Part II, Item 1A, “Risk Factors” of this quarterly report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022, as well as those otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).
Item 1. Financial Statements
NextNav Inc.
CONDENSED Consolidated Balance Sheets
(IN THOUSANDS, EXCEPT SHARE DATA)
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September 30, 2023 (unaudited) |
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December 31, 2022 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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| Short term investments |
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Accounts receivable |
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Other current assets |
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Total current assets |
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$ |
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$ |
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Network under construction |
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Property and equipment, net of accumulated depreciation of $ |
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Operating lease right-of-use assets |
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| Goodwill | ||||||||
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Intangible assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Operating lease current liabilities |
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Deferred revenue |
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Total current liabilities |
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$ |
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$ |
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Warrants |
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Operating lease noncurrent liabilities |
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Other long-term liabilities |
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| Long term debt, net of debt issuance cost and discount | ||||||||
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Total liabilities |
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$ |
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$ |
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Stockholders’ equity: |
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Common stock, authorized |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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Common stock in treasury, at cost; |
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( |
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Total stockholders’ equity |
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$ |
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$ |
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Non-controlling interests |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes.
| 1 |
NextNav INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
2022 |
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2023 |
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2022 |
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Revenue |
$ | $ |
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$ |
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$ |
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Operating expenses: |
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Cost of goods sold (exclusive of depreciation and amortization) |
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Research and development |
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Selling, general and administrative |
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Depreciation and amortization |
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Total operating expenses |
$ | $ |
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$ |
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$ |
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Operating loss |
$ | ( |
) | $ | ( |
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$ |
( |
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$ |
( |
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Other income (expense): |
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Interest income (expense) |
( |
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Change in fair value of warrants |
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( |
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Other loss |
( |
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( |
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Loss before income taxes |
$ | ( |
) | $ | ( |
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$ |
( |
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$ |
( |
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Provision for income taxes |
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Net loss |
$ | ( |
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$ |
( |
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$ |
( |
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Foreign currency translation adjustment |
( |
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( |
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( |
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Comprehensive loss |
$ | ( |
) | $ | ( |
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$ |
( |
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$ |
( |
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| Net loss | ( |
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Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
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$ |
( |
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$ |
( |
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Weighted average of shares outstanding – basic and diluted |
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| Net loss attributable to common stockholders per share - basic and diluted | $ | ( |
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) | $ | ( |
) | $ | ( |
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See accompanying notes.
NEXTNAV INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
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Common Stock |
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Additional Paid-In |
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Accumulated |
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Accumulated Other Comprehensive |
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Treasury stock, |
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Stockholders’ (Deficit) |
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Non- controlling |
Total |
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Shares |
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Value |
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Capital |
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Deficit |
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Income |
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at cost |
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Equity |
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interests |
Equity |
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| Balance, December 31, 2022 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||
| Vesting of RSUs | — |
— |
— |
— |
— |
— | — | — | ||||||||||||||||||||||||||||
| Issuance of RSAs | — | — | — |
— | — | — |
— | — | ||||||||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — |
— | — | — |
— |
— | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | — |
— | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — |
— | — | — | — | ||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||
| Vesting of RSUs | — |
— |
— |
— |
— |
— | — | — | ||||||||||||||||||||||||||||
| Issuance of RSAs | — | — | — |
— | — | — |
— | — | ||||||||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — |
— | — | — |
— |
— | ||||||||||||||||||||||||||||||
| Issuance of common warrants | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | — |
— | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — |
— | — | — | — | ||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |
$ | $ | |||||||||||||||||||||||
| Vesting of RSUs | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Issuance of RSAs | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Exercise of common warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Issuance of common warrants | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||
See accompanying notes.
| 3 |
NextNav INC.
CONDENSED Consolidated Statements of Changes in Stockholders’ equity
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
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Common Stock |
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Additional Paid-In |
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Accumulated |
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Accumulated Other Comprehensive |
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Treasury stock, |
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Stockholders’ (Deficit) |
Non- controlling |
Total |
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Shares |
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Value |
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Capital |
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Deficit |
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(Loss) |
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at cost |
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Equity | interests |
Equity |
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Balance, December 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
$ |
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$ | $ |
$ |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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— |
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Exercise of common warrants |
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— |
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— |
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— |
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— |
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— |
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— | — |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) | — |
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( |
) |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) | — |
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( |
) |
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Common stock received for tax withholding |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
|
( |
) | — |
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( |
) | ||||||
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Balance, March 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
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$ | $ |
$ |
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Vesting of RSUs |
— | — | — | — | — | — | — |
— | ||||||||||||||||||||||||||||
| Issuance of RSAs | — | — | — | — | — | — | — |
— | ||||||||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Exercise of common warrants | — | — | — | — | — | — |
— | — | ||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — |
||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — |
||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( |
) | — | ( |
) | — |
( |
) | ||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||
| Vesting of RSUs | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Issuance of RSAs | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Cancellation of RSAs | ( |
) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Foreign currency translation adjustment |
— | — | — | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Common stock received for tax withholding | ( |
) | — | — | — | — | ( |
) | ( |
) | — | ( |
) | |||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes.
| 4 |
NextNav INC.
CONDENSED Consolidated Statements of Cash Flows
(UNAUDITED)
(IN THOUSANDS)
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Nine Months Ended September 30, |
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2023 |
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2022 |
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Operating activities |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Equity-based compensation |
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Change in fair value of warranty liability |
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( |
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Realized and unrealized gain on marketable securities |
( |
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Equity method investment loss |
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Asset retirement obligation accretion |
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| Amortization of debt discount | ||||||||