nn-20230331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ 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: 001-40985

NextNav Inc.

(Exact name of registrant as specified in its charter)

Delaware		87-0854654
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1775 Tysons Blvd., 5^th Floor McLean, VA		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 775-0982

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	NN	The Nasdaq Capital Market
Warrants, each to purchase one share of Common Stock	NNAVW	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 ☒ No ☐

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 ☒ No ☐

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.

Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated filer	☒

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 ☐ No ☒

There were 107,718,313 shares of the registrant’s common stock outstanding as of May 5, 2023.

NEXTNAV INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2023

	Table of Content	Page
Cautionary Note Regarding Forward Looking Statements		ii
Part I. FINANCIAL INFORMATION		1
	Item 1. Financial Statements	1
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4. Controls and Procedures	23
Part II. OTHER INFORMATION		24
	Item 1. Legal Proceedings	24
	Item 1A. Risk Factors	24
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
	Item 3. Defaults Upon Senior Securities	25
	Item 4. Mine Safety Disclosures	25
	Item 5. Other Information	25
	Item 6. Exhibits	25
Signatures		26

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 1034, 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,” “intends,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” 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, 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 recognize the anticipated benefits of the Business Combination (as defined below), 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, 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; 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; 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 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 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”).

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NextNav Inc.

CONDENSED Consolidated Balance Sheets

(IN THOUSANDS, EXCEPT SHARE DATA)

	March 31, 2023 (unaudited)			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	43,813		$	47,230
Short term investment		2,986			8,216
Accounts receivable		1,189			2,168
Other current assets		3,635			3,576
Total current assets	$	51,623		$	61,190
Network under construction		2,634			3,574
Property and equipment, net of accumulated depreciation of $6,844 and $5,971 at March 31, 2023 and December 31, 2022, respectively		20,184			19,180
Operating lease right-of-use assets		12,417			10,143
Goodwill		17,821			17,493
Intangible assets		10,602			10,397
Other assets		1,732			1,811
Total assets	$	117,013		$	123,788

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	656		$	1,019
Accrued expenses and other current liabilities		4,993			5,241
Operating lease current liabilities		2,440			2,532
Deferred revenue		60			95
Total current liabilities	$	8,149		$	8,887
Warrants		7,000			4,200
Operating lease noncurrent liabilities		7,744			5,290
Other long-term liabilities		1,600			1,547
Total liabilities	$	24,493		$	19,924

Stockholders’ equity:
Common stock, authorized 500,000,000 shares; 107,156,831 and 106,418,442 shares issued and 107,155,654 and 106,417,265 shares outstanding at March 31, 2023 and December 31, 2022, respectively		12			12
Additional paid-in capital		791,703			787,130
Accumulated other comprehensive income		1,803			1,371
Accumulated deficit		(704,841	)		(688,492	)
Common stock in treasury, at cost; 1,177 shares at March 31, 2023 and December 31, 2022		(4	)		(4	)
Total stockholders’ equity	$	88,673		$	100,017
Non-controlling interests		3,847			3,847
Total liabilities and stockholders’ equity	$	117,013		$	123,788

See accompanying notes.

NextNav INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended March 31,
	2023			2022
Revenue	$	830		$	1,199
Operating expenses:
Cost of goods sold (exclusive of depreciation and amortization)		3,023			3,037
Research and development		4,578			3,988
Selling, general and administrative		6,054			9,340
Depreciation and amortization		1,125			882
Total operating expenses	$	14,780		$	17,247
Operating loss	$	(13,950	)	$	(16,048	)
Other income (expense):
Interest income		469			—
Change in fair value of warrants		(2,800	)		6,387
Other loss, net		(81	)		(16	)
Loss before income taxes	$	(16,362	)	$	(9,677	)
Benefit (Provision) for income taxes		13			(34	)
Net loss	$	(16,349	)	$	(9,711	)
Foreign currency translation adjustment		432			(13	)
Comprehensive loss	$	(15,917	)	$	(9,724	)
Net loss attributable to common stockholders	$	(16,349	)	$	(9,711	)
Weighted average of shares outstanding – basic and diluted		106,405			100,868
Net loss attributable to common stockholders per share - basic and diluted	$	(0.15	)	$	(0.10	)

See accompanying notes.

NextNav INC.

CONDENSED Consolidated Statements of Changes in Stockholders’ equity

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

	Class A				Additional					Accumulated Other			Treasury		Stockholders’				Non-
	Common Stock				Paid-In		Accumulated			Comprehensive			stock,		(Deficit)				controlling		Total
	Units		Value		Capital		Deficit			(Loss)			at cost		Equity				interests		Equity
Balance, December 31, 2021		96,546,611	$	11	$	747,928	$	(647,861	)	$	(121	)	$	—	$	99,957		$	—	$	99,957
Impact from adoption of new accounting standards		—		—		—		(515	)		—			—		(515	)		—		(515	)
Balance, January 1, 2022		96,546,611	$	11	$	747,928	$	(648,376	)	$	(121	)	$	—	$	99,442		$	—	$	99,442
Exercise of common stock options		7,325		—		26		—			—			—		26			—		26
Exercise of common warrants		10		—		—		—			—			—		—