UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
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For the transition period from _____ to _____
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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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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 MARCH 31, 2025
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 and NextGen systems, anticipated demand and acceptance of our services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, the achievement of certain Federal Communications Commission (“FCC”) related milestones and FCC approvals, including with respect to the Asset Purchase Agreement, dated as of March 7, 2024, we entered into with Telesaurus Holdings GP and Skybridge Spectrum Foundation, to acquire certain Multilateration Location and Monitoring Services licenses, and the Company’s petition for rulemaking filed with the FCC , 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 evolve our technology to be compatible with 5G New Radio technologies, and realize the technical benefits of such proposed evolution; our ability to realize the anticipated technical and business benefits associated with the acquisition of NextNav France, 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, Inc., and expectations about other international markets; our belief that continuing integration of our Pinnacle service into devices and applications will support revenue growth over the coming year; 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 Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, 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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March 31, 2025 (unaudited) |
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December 31, 2024 |
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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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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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Property and equipment, net of accumulated depreciation of $ |
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Operating lease right-of-use assets |
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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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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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Total stockholders’ equity |
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$ |
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$ |
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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 March 31, |
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2025 |
2024 |
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Revenue |
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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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Operating loss |
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Other income (expense): |
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Interest expense, net |
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| Debt extinguishment loss | ( |
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Change in fair value of warrants |
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| Change in fair value of derivative liability | ( |
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Other loss, net |
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Loss before income taxes |
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Provision for income taxes |
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Net loss |
$ | ( |
) | $ | ( |
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Foreign currency translation adjustment |
( |
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Comprehensive loss |
$ | ( |
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| Net loss | ( |
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Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
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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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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’ |
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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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| Balance, December 31, 2024 | $ | $ | $ | ( |
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) | $ | ||||||||||||||||||
| Vesting of RSUs | — | — | — | — | — | — | ||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | ||||||||||||||||||||||||
| Exercise of common warrants | — | — | — | — | ||||||||||||||||||||||||
| Reclassification of warrant liability to common stock warrants | — | — | — | — | — | |||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||
| Issuance of common warrants | — | — | — | — | — | |||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | |||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||
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’ |
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, 2023 |
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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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| Vesting of RSUs | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Issuance of RSAs | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Reclassification of warrant liability to common stock warrants | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||
See accompanying notes.
| 4 |
NextNav INC.
CONDENSED Consolidated Statements of Cash Flows
(UNAUDITED)
(IN THOUSANDS)
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Three Months Ended March 31, |
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2025 |
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2024 |
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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 warrants |
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( |
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| Debt extinguishment loss | ||||||||
| Issuance of common warrants | ||||||||
| Change in fair value of derivative liability | ||||||||
| Realized and unrealized gain on short term investments | ( |
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Equity method investment loss |
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Asset retirement obligation accretion |
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| Amortization of debt discount | ||||||||
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Other current assets |
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( |
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Other assets |
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Accounts payable |
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Deferred revenue |
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( |
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Accrued expenses and other liabilities |
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( |
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Operating lease right-of-use assets and liabilities |
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Net cash used in operating activities |
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$ |
( |
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$ |
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Investing activities |
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Purchases of network assets, property, and equipment |
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( |
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( |
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| Purchase of internal use software |
( |
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| Purchase of marketable securities | ( |
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| Sale and maturity of marketable securities | ||||||||
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Net cash provided by (used in) investing activities |
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$ |
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$ |
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Financing activities |
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| Proceeds from 2028 senior convertible notes | ||||||||
| Repayment of 2026 senior secured notes | ( |
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| Payments towards debt issuance cost | ( |
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| Payments towards debt | ( |
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| Proceeds from exercise of common warrants | ||||||||
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Proceeds from exercise of common stock options |
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Net cash provided by financing activities |
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$ |
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$ |
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Effect of exchange rates on cash and cash equivalents |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Non-cash investing and financing information |
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Capital expenditure included in Accrued expenses and other current liabilities |
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$ |
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$ |
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See accompanying notes.
NextNav INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months ended March 31, 2025
1. Organization and Business
Principal Business
NextNav Inc. and its consolidated subsidiaries (“NextNav” or the “Company”) is the market leader in delivering resilient, next generation, complementary positioning, navigation and timing (“PNT”) solutions designed to overcome the limitations and vulnerabilities of the existing space-based Global Positioning System (“GPS”) and Global Navigation Satellite Systems (“GNSS”). The Company is evolving its complementary PNT solutions to use 5G New Radio (“5G NR”) technologies (“NextGen”), in conjunction with its Petition for Rulemaking filed with the FCC, to update and reconfigure the Lower 900 MHz band and its spectrum licenses. The Company expects the evolution of its platform to NextGen will significantly improve the efficiency, flexibility, and scale of its operations, technically enabling the delivery of high-quality PNT based on a 5G broadband network. The NextGen solution is being designed to allow one or more partners to integrate the Company’s Lower 900 MHz spectrum into their 5G networks. The Company expects that this will result in wide-scale availability of both complementary PNT services and additional broadband capacity.
As the Company evolves its technology platform to NextGen and pursues regulatory changes to the Lower 900 MHz band and its spectrum licenses, it continues to deliver high-quality PNT services through its Pinnacle and TerraPoiNT solutions. The Pinnacle system provides an accurate altitude service and is primarily used for public safety applications, including enhanced 911 (“E911”) for Verizon and a growing number of devices operating on the remaining national cellular network providers. The TerraPoiNT system is a terrestrially based dedicated, complementary 3D PNT network designed to overcome the limitations inherent in the space-based nature of GPS. TerraPoiNT received the highest scores in testing by the DoT reported in 2021 regarding potential PNT backup solutions in each category tested and was the only solution evaluated capable of providing the full set of services provided by GPS. Continuing its engagement with the DoT, in 2024 the Company was awarded a contract to establish performance characteristics for TerraPoiNT to allow the DoT to incorporate its solutions into a clearinghouse of solutions defined in the DoT Complementary PNT Action Plan, for potential use by Federal government customers.
Since its inception, NextNav has incurred recurring
losses and generated negative cash flows from operations and has primarily
relied upon debt and equity financings to fund its cash requirements. During the three months ended March 31, 2025 and 2024, the Company incurred net losses of $
Managing liquidity and the Company’s cash position is a priority of the Company. The Company continually works to optimize its expenses in light of the growth of its business and adapt to changes in the economic environment. The Company believes that its cash and cash equivalents and marketable securities as of March 31, 2025 will be sufficient to meet its working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months from the filing of this Quarterly Report on Form 10-Q. The Company believes it will meet longer term expected future cash requirements and obligations through a combination of its existing cash and cash equivalents balances and marketable securities, cash flows from operations, and issuance of equity securities or debt offerings. However, this determination is based upon internal financial projections and is subject to changes in market and business conditions.
Basis of Presentation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements.
Unaudited Interim Financial Information
The condensed consolidated financial statements as of March 31, 2025 are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. General Accepted Accounting Principles (“GAAP”) and SEC instructions for interim financial information and should be read in conjunction with NextNav’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), which the Company filed with the SEC on March 12, 2025.
| 6 |
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position as of March 31, 2025, results of operations for the three months ended March 31, 2025 and 2024, and changes in stockholders’ equity and cash flows for the three months ended March 31, 2025 and 2024, but are not necessarily indicative of the results expected for the full fiscal year or any other period.
There have been no changes to the Company’s significant accounting policies described in the 2024 Form 10-K that have had a material impact on these condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation of common stock warrants, derivative liability-conversion option, income taxes and equity-based compensation, among others. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions.
Cash and Cash Equivalents and Marketable Securities
Cash and cash equivalents include all cash in banks and highly liquid investments with an original maturity of three months or less when purchased. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company seeks to reduce this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. Further, the Company seeks to minimize its exposure to banking risk by limiting the amount of uninsured deposits and investing its excess cash in U.S. government and government agency bonds, and money market funds.
The Company invests excess cash primarily in U.S. treasury bills and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents, and those that have stated maturities of over three months as short-term investments on the Condensed Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. Marketable securities that are held for resale are classified as "trading securities" and are measured at fair value with the related gains and losses, including unrealized, recognized in interest expense, net. Marketable securities not classified as held to maturity or as trading securities are classified as "available-for-sale securities" and the fair value option (“FVO”) was elected, for which related gains and losses, including unrealized gains and losses and interest, are recognized in interest expense, net. The FVO election allows the Company to account for the marketable securities at fair value, which is consistent with the manner in which the instruments are managed. For the three months ended March 31, 2025 and 2024, the Company recorded gains of $
Revenue
The following table presents the Company’s revenue disaggregated by category and source:
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Three Months Ended March 31, |
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2025 |
2024 |
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(in thousands) |
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Commercial |
$ | $ | ||||||
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Government contracts |
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Total revenue |
$ | $ | ||||||
| 7 |
Contract Balances
Accounts receivable are billed and unbilled amounts related to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. As of March 31, 2025 and December 31, 2024, the Company’s accounts receivable balances were comprised of $
Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of March 31, 2025 and December 31, 2024, the Company’s contract liabilities were $
Equity-Based Compensation
Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted awards is based on the closing price of NextNav’s common stock on the date of grant. NextNav recognizes equity-based compensation on a straight-line basis over the requisite service period of the grant, which is generally equal to the vesting period. NextNav accounts for forfeitures as they occur.
The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses:
|
|
Three Months Ended March 31, |
|||||||
|
|
2025 |
2024 |
||||||
|
|
(in thousands) |
|||||||
|
Cost of goods sold |
$ | $ | ||||||
|
Research and development |
||||||||
|
Selling, general and administrative |
||||||||
|
Total stock-based compensation expense |
$ | $ | ||||||
Basic and Diluted Net Loss per Share
Basic loss per share (“EPS”) excludes dilution for common share equivalents and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common share equivalents.
Restricted shares are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method. Outstanding options and warrants are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method.
| 8 |
The determination of the diluted weighted average shares is included in the following calculation of EPS:
|
|
Three Months Ended March 31, |
|||||||
|
|
2025 |
2024 |
||||||
|
|
(in thousands, except per share amounts) |
|||||||
|
Numerator |
||||||||
|
Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | ||
|
|
||||||||
|
Denominator |
||||||||
|
Weighted average shares – basic and diluted |
||||||||
| Basic and diluted loss per share | $ | ( |
) | $ | ( |
) | ||
The following details anti-dilutive unvested restricted stock units and unvested restricted stock awards, as well as the anti-dilutive effects of the outstanding warrants and stock options:
|
|
Three Months Ended March 31, |
|||||||
|
Antidilutive Shares Excluded |
2025 |
2024 |
||||||
|
|
(in thousands) |
|||||||
|
Warrants |
||||||||
|
Stock Options |
||||||||
|
Unvested Restricted Stock Units |
||||||||
|
Unvested Restricted Stock Awards |
||||||||
| 2028 Notes Convertible Stock | ||||||||
Equity Method Investment
The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions.
The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one quarter lag.
The Company evaluates equity method investment for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded.
Leases
NextNav leases office spaces under non-cancellable leases as well as site leases for towers and shelters under operating leases related to its network. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less.
| 9 |
The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and accounts for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance.
Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement. Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement.
Acquired finite-lived intangible assets
Acquired finite-lived intangible assets primarily includes proprietary technology and software. See Note 4 — Intangibles.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as
|
|
Three Months Ended March 31, |
|||||||
|
|
2025 | 2024 | ||||||
|
|
(in thousands) |
|||||||
|
Beginning Balance |
$ | $ | ||||||
|
Changes in foreign exchange rates |
( |
) | ||||||
|
Ending Balance |
$ | $ | ||||||
| 10 |
Acquisitions
The Company accounts for its acquisitions using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired are included in the Company’s consolidated financial statements from the date of acquisition.
When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period.
Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. During the measurement period, which may be up to
Long term debt
The carrying value of long-term debt in the Company’s Condensed Consolidated Balance Sheets generally consists of principal amount of debt, net of debt discounts. The Company evaluates its debt agreements to determine whether debt contains embedded features requiring bifurcation from the debt host in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"). If an embedded feature requires bifurcation from its debt host, the Company will account for it as a derivative at fair value. If a hybrid instrument has multiple embedded derivatives requiring bifurcation, the Company will bifurcate a single compound derivative. The Company uses valuation models to estimate the fair value of the bifurcated embedded derivatives. Debt discounts recognized as a result of allocating proceeds to bifurcated embedded derivatives as well as accounting for direct debt issuance costs are amortized to interest expense using the effective interest method.
The fair value of bifurcated derivatives is presented in the same line item as debt in the Company's Condensed Consolidated Balance Sheets.
Unamortized debt discounts are written off and included in the Company’s gain or loss calculations to the extent the Company extinguishes debt prior to the original maturity.
| 11 |
Foreign Currency Translation
The functional currency of NextNav’s foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the Condensed Consolidated Balance Sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive loss. Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction.
Net transaction gains (losses) from foreign currency contracts recorded in the Condensed Consolidated Statements of Comprehensive Loss were immaterial for the three months ended March 31, 2025 and 2024. The only component of other comprehensive loss is currency translation adjustments for all periods presented. No income tax expense was allocated to the currency translation adjustments.
Segments
NextNav operates as
Recent Accounting Developments Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is effective for the Company's annual periods beginning January 1, 2026 with early adoption permitted, and requires the Company to disclose additional information on the rate reconciliation and income taxes paid. The Company has not yet adopted ASU 2023-09 and is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40)— Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for the Company's annual periods beginning January 1, 2027, on a prospective basis, with early adoption and retrospective application permitted. The Company has not yet adopted ASU 2024-03 and is currently evaluating the potential effect of the adoption on its consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
3. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
| ||
|
|
|
(in thousands) |
| |||||
|
Accrued salary and other employee liabilities |
|
$ |
|
|
|
$ |
|
|
|
Accrued legal and professional services |
|
|
|
|
|
|
|
|
| Accrued interest | ||||||||
|
Other accrued liabilities |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
4. Intangibles
Intangible assets as of March 31, 2025 and December 31, 2024 consisted of following (in thousands):
| March 31, 2025 |
December 31, 2024 | |||||||||||||||||||||||
| Gross Amount |
Accumulated Amortization |
Net Carrying Value | Gross Amount |
Accumulated Amortization |
Net Carrying Value | |||||||||||||||||||
| Indefinite-Lived intangible assets | $ |
$ | $ | $ | $ | $ | ||||||||||||||||||
| Acquired Software | ||||||||||||||||||||||||
| Acquired Technology | ||||||||||||||||||||||||
| Internal Use Software | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The weighted average remaining useful lives of acquired software and acquired technology were
Amortization expense on intangibles assets was $
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 and thereafter | ||||
| $ |
5. Asset Purchase Agreement
On March 7, 2024, the Company and its wholly-owned subsidiary Progeny LMS, LLC entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Telesaurus Holdings GB and Skybridge Spectrum Foundation to acquire (1) certain Multilateration Location and Monitoring Service licenses (the “M-LMS Licenses”) issued by the FCC and (2) rights to a petition for reconsideration, dated December 20, 2017, which, if granted, may reinstate additional M-LMS Licenses owned by the sellers and terminated by the FCC in 2017 (the "Transaction"). The closing (“Closing”) of the Transaction is subject to customary conditions as well as the approval of the Superior Court of the State of California, County of Alameda (“Alameda Court Approval”) and approval of the FCC of the application seeking the transfer and assignment of the M-LMS Licenses to the Company by final order (“FCC Approval”) and will occur upon the assignment of the M-LMS Licenses following the FCC Approval.
The consideration for the Transaction is payable as follows:
| · | $ | |
| · | $ | |
| · | $ |
The Asset Purchase Agreement provides for additional contingent consideration in the amount of $
The Asset Purchase Agreement remains subject to FCC review. On April 16, 2024, the Company petitioned the FCC to commence a rule making to reconfigure and update the rules governing the Lower 900 MHz band plan to allow additional flexibility in the use of M-LMS spectrum (the “Petition”). The FCC’s review of the Petition is pending. Based on available information, the Company has concluded that it is not probable that the Transaction will not close and therefore, no contingency loss is recognized as of March 31, 2025 and December 31, 2024.
6. Equity Method Investment
As of March 31, 2025, the Company’s total ownership of MetCom Inc., a privately-owned Japanese joint stock company (kabushiki kaisha) (“MetCom”), consisted of
The Company holds a warrant (the “MetCom Warrant”) issued by MetCom which entitles the Company to purchase additional shares at an exercise price of JPY
7. Fair Value
NextNav uses observable and unobservable inputs to determine the value of its assets and liabilities recorded at fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, where applicable, is as follows:
- Level 1 — Quoted prices in active markets for identical assets or liabilities
- Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities
- Level 3 — No observable pricing inputs in the market
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. NextNav’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. NextNav effectuates transfers between levels of the fair value hierarchy, if any, as of the date of the actual circumstance that caused the transfer.
The following table presents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis:
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
||||||
| Cash and Cash Equivalents - Money Market Funds | $ | $ | $ | $ | ||||||||||||
| Cash and Cash Equivalents - Available-for-sale debt securities with fair value option election | ||||||||||||||||
| Short term investments - Available-for-sale debt securities with fair value option election | ||||||||||||||||
|
Private Placement Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivative Liability - Conversion Option | ||||||||||||||||
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and Cash Equivalents - Money Market Funds | $ | $ | $ | $ | ||||||||||||
| Cash and Cash Equivalents - Available-for-sale debt securities with fair value option election | ||||||||||||||||
| Short term investments - Available-for-sale debt securities with fair value option election | ||||||||||||||||
|
Private Placement Warrants |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The carrying values of cash and cash equivalents, accounts payable, accrued expenses, amounts included in other current assets, and current liabilities that meet the definition of a financial instrument, approximate fair value due to their short-term nature. The total estimated fair
value of the 2028 Notes was $
Assets, liabilities, and equity instruments that are measured at fair value on a nonrecurring basis include fixed assets and intangible assets. The Company recognizes these items at fair value when they are considered to be impaired or upon initial recognition. The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models.
Level 3 Liabilities
Private Placement Warrants
The Company engaged a third-party valuation firm to assist with the fair value analysis of the Private Placement Warrants (as defined below). The analysis used commonly accepted valuation methodologies and best practices to determine the fair value of the equity, in accordance with fair value standards and U.S. GAAP. For the Private Placement Warrants that were outstanding as of March 31, 2025 and December 31, 2024, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model:
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
| ||
|
|
|
Values |
|
|
Values |
| ||
|
Stock Price |
|
$ |
|
|
|
$ |
|
|
|
Strike price |
|
$ |
|
|
|
$ |
|
|
|
Holding Period/Term (years) |
|
|
|
|
|
|
|
|
|
Volatility |
|
|
|
% |
|
|
|
% |
|
Expected dividends |
|
|
|
|
|
|
|
|
|
Risk-Free Rate |
|
|
|
% |
|
|
|
% |
|
Fair value of Private Placement Warrants |
|
$ |
|
|
|
$ |
|
|
The significant unobservable input used in the fair value measurement of the Private Placement Warrants is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The table below provides a reconciliation of the beginning and ending balances for the Private Placement Warrants measured at fair value using significant unobservable inputs (Level 3).
|
|
|
(in thousands) |
| |
|
Balance as of December 31, 2024 |
|
$ |
|
|
|
Fair value adjustment of Private Placement Warrants |
|
|
( |
) |
| Reclassification of warrant liability to common stock warrants | ( |
) | ||
|
Balance as of March 31, 2025 |
|
$ |
|
|
Derivative Liability-Conversion Option
The 2028 Notes (as defined below) contain an embedded conversion feature that is required to be bifurcated and accounted for separately from the 2028 Notes as a derivative liability. The fair value of the conversion option was determined using a binomial lattice valuation model and a “with-and-without” valuation methodology. The derivative liability related to the 2028 Notes conversion option was measured at March 12, 2025 (agreement date of 2028 Notes, see Note 8 - Long term debt) and March 31, 2025 and contained the following assumptions:
| March 12, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Stock price volatility (transaction-calibrated) | % | % | ||||||
| Expected terms | years | years | ||||||
| Stock price | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Credit rate | ||||||||
| Debt yield (transaction-calibrated) | % | % | ||||||
The significant unobservable input used in the fair value measurement of the Conversion Option is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The table below provides a summary of the changes in fair value of the Company's 2028 Notes conversion option derivative liability accounted for as liabilities using significant unobservable inputs (Level 3):
| (in thousands) |
||||
| Balance as of December 31, 2024 | $ | |||
| Initial recognition of derivative liability | ||||
| Loss (gain) in fair value | ||||
| Balance as of March 31, 2025 | $ | |||
The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions.
| 16 |
8. Long term debt, net
2026 Notes and related warrants
The Company issued a total of $
In conjunction with the issuance of 2026 Notes, the Company issued
| 17 |
2028 Notes and related warrants
On March 12, 2025, the Company entered into a Note Purchase Agreement (the “NPA”), among the Company and certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to (i) sell to the Purchasers, in a private placement (the “Private Placement”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, $
On March 27, 2025 (the “Closing Date”), in connection with the Private Placement, the Company entered into (i) an indenture (the “Indenture”), among the Company, certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent (“GLAS Trust”), (ii) a security agreement (the “Security Agreement”), among the Company, the Guarantors and GLAS Trust and (iii) a registration rights agreement (the “Registration Rights Agreement”), among the Company and the Purchasers. On March 27, 2025, the Company also issued the 2028 Warrants to certain of the Purchasers.
The 2028 Notes will mature on
The Purchasers may, at any time, elect to convert some or all of the 2028 Notes into a number of shares of common stock equal to (i) the sum of the then-outstanding principal amount of 2028 Notes to be converted plus all accrued and unpaid interest to the date of the conversion divided by (ii) the then-applicable conversion price. The initial conversion price was set at
The Company may redeem the 2028 Notes, in whole or in part, at any time on or after March 27, 2026 at a redemption price equal to
Upon the closing of the Private Placement, the Company used a portion of the net proceeds from the Private Placement to redeem all of the 2026 Notes, at a redemption price of
The Company recognized a $
The terms of the 2026 Warrants were not modified or impacted by the Private Placement and the subsequent redemption of the 2026 Notes.
In conjunction with the issuance of the 2028 Notes, the Company issued the 2028 Warrants to two lead investors, who were non-2026 Notes lenders to purchase shares of the Company’s common stock with exercise prices ranging from $
As part of the NPA, an entity affiliated with Fortress Investment Group LLC ("Fortress"), a
For the three months ended March 31, 2025, the accrued interest expense related to these notes was $
The Company agreed to file a registration statement under the Securities Act registering the resale of the 2028 Warrants, the shares of common stock underlying the 2028 Warrants and the conversion option of the 2028 Notes within
The Company determined that the conversion option embedded within the 2028 Notes required bifurcation as a derivative liability under ASC 815. For the valuation to record the debt and embedded derivative related to the conversion option at fair value, the Company used a binomial lattice valuation model and a “with-and-without” valuation methodology at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, the transaction-calibrated debt yield and expected volatility. Certain inputs (e.g., expected volatility) involve unobservable inputs and are classified as level 3 of the fair value hierarchy. See Note 7 – Fair Value. The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions. Further, the Company determined that contingent interest features require bifurcation and therefore, bifurcated these embedded derivatives, along with the conversion option, from the debt host as a single, compound derivative liability. The Company determined the likelihood of the occurrence of events requiring payment under the contingent interest features to be remote and therefore, determined their value to be de minimis. The fair value of derivative liability was $
The carrying value of the 2028 Notes was $
As of March 31, 2025, the effective interest rate of the 2028 Notes was
We recognized interest expense associated with the 2028 Notes as follows for the three-months ended March 31, 2025. There was
|
|
Three Months Ended March 31, | ||
|
|
2025 |
||
|
Contractual interest expense |
|
||
|
Amortization of debt discounts |
|
||
|
Interest expense – 2028 Notes |
$ |
|
|
Debt Covenant Compliance
The obligations of the Company under the 2028 Notes will be, subject to certain customary exceptions, secured by substantially all of the assets of the Company and its subsidiaries.
The Indenture contains customary covenants limiting the ability of the Company and its subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, capital stock; (iii) make certain investments or other restricted payments; (iv) sell assets; (v) enter into transactions with affiliates; or (vi) merge or consolidate or sell all or substantially all of their assets. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default.
As of March 31, 2025,
| 19 |
9. Warrants and Warrant Liability
As of March 31, 2025, NextNav had
The Private Placement Warrants are classified as a liability on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2025. During the three months ended March 31, 2025,
Holders of the Public Warrants, Private
Placement Warrants, 2026 Warrants and 2028 Warrants are entitled to acquire
shares of common stock of NextNav. With respect to the Public Warrants and Private Placement Warrants, each whole warrant entitles the registered holder to purchase
NextNav has
The Private Placement Warrants are identical in all respects to the Public Warrants except that, so long as they are held by the current holder or its permitted transferees: (i) they will not be redeemable by NextNav; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights.
10. Common Stock
As of March 31, 2025, NextNav had authorized the issuance of
11. Commitments and Contingencies
Litigation and Legal Matters
From time to time, the Company is party to litigation and other legal matters incidental to the conduct of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of March 31, 2025, the Company was not involved in any such matters, individually or in the aggregate, which management believes would have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.
12. Income Taxes
The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. A valuation allowance has been established against the Company’s U.S. federal and state deferred tax assets as well as its French deferred tax assets, which results in an annualized effective tax rate for both the Company’s U.S. and French operations of
13. Segments
NextNav operates as
NextNav’s CODM is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance, and allocating resources.
The CODM assesses performance and decides how to allocate resources based on consolidated net loss that also is reported on the Consolidated Statements of Comprehensive Loss. Consolidated net loss is used to monitor budget versus actual results and in the annual budgeting and forecasting process. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets. The CODM reviews cash flow forecasts in making capital and investment decisions. The CODM considers budget-to-actual variances in consolidated net loss monthly in determining performance and the compensation of employees.
NextNav did not have any intra-entity sales or transfers during the three months ended March 31, 2025 and 2024.
Segment financial information for the three months ended March 31, 2025 and 2024 is as follows:
|
|
Three Months Ended March 31, |
|||||
|
|
2025 |
2024 |
||||
|
Revenue |
$ |
( |
) | $ |
( |
) |
|
Less: |
|
|
||||
| Technology Development Expenses | ||||||
| Business Operation Expenses | ||||||
| General and Administrative Expenses | ||||||
|
Depreciation and amortization |
|
|
||||
|
Interest expense, net |
|
|
||||
|
Change in fair value of warrants and derivative liabilities |
|
|
||||
| Other segment items1 | ||||||
|
Provision for income taxes |
|
|
||||
|
Consolidated net loss |
$ |
|
$ |
|
||
1
Substantially all long-lived tangible assets are located in the United States.
For the three months ended March 31, 2025,
14. Subsequent Events
The Company has completed an evaluation of all subsequent events through the date of this Quarterly Report on Form 10-Q to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure.
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Our 2024 Form 10-K includes additional information about our significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial condition and operating results. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results and outcomes could differ materially for a variety of reasons. You should review “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q, as well as Item 1A, “Risk Factors” in our 2024 Form 10-K, as well as those otherwise described or updated from time to time in our other filings with the SEC, for a discussion of important factors that could cause our actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are the market leader in delivering resilient, next generation, complementary positioning, navigation and timing (“PNT”) solutions designed to overcome the limitations and vulnerabilities of the existing space-based Global Positioning System (“GPS”) and Global Navigation Satellite Systems (“GNSS”). We are evolving our complementary PNT solutions to use 5G New Radio (“5G NR”) technologies (“NextGen”), in conjunction with our Petition for Rulemaking filed with the FCC, to update and reconfigure the Lower 900 MHz band and our spectrum licenses. We expect the evolution of our platform to NextGen will significantly improve the efficiency, flexibility, and scale of our operations, technically enabling the delivery of high-quality PNT based on a 5G broadband network. Our NextGen solution is being designed to allow one or more partners to integrate our Lower 900 MHz spectrum into their 5G networks. We expect that this will result in wide-scale availability of both complementary PNT services and additional broadband capacity.
Our complementary PNT solutions are built on a deep asset base, including valuable FCC licenses. Our licenses include a contiguous 8 MHz block of 900 MHz M-LMS spectrum covering over 90% of the U.S. population, and on March 7, 2024, we signed an agreement, subject to appropriate regulatory approvals, to acquire an additional 4 MHz of M-LMS licenses covering part of the U.S. population. On April 16, 2024, we petitioned the FCC to commence a rule making to reconfigure and update the rules governing the Lower 900 MHz band plan to allow us to utilize a 15 MHz nationwide configuration for both PNT and 5G broadband (“Petition”). The Petition is subject to an ongoing FCC regulatory review process. We believe that modernizing the Lower 900 MHz band will simultaneously enable a high-quality terrestrial PNT network to complement and back up GPS, address a critical national security vulnerability, and add 5G broadband capacity. We have been granted more than 158 patents related to our systems and services, and standardized certain of our technologies with the 3rd Generation Partnership Project (3GPP), a global telecommunications standards-setting body.
The impact of GPS on the U.S. economy was nearly $1.4 trillion in the aggregate between 1984 and 2017, according to data from a National Institute of Standards and Technology (“NIST”)-sponsored study conducted by RTI International (“RTI”), and the European Commission estimated the annual impact on the economy of the European Union in its 2018 budget process as EUR1.2 trillion. The usage of GPS services is also rapidly expanding, with its presence in devices in the U.S. increasing from 600 million devices to 900 million devices between 2015 and 2019, according to information presented to the National Space-Based PNT Advisory Board by the National Coordination Office for Space-Based PNT. PNT resiliency is a priority of the U.S. Federal Government and is rising in priority in the European Union, non-European Union countries in Eastern Europe and in other parts of the world due to both the demonstrated vulnerability and lack of local control of space-based signals and systems. Critical infrastructure, including communications networks and power grids, require a reliable GPS signal for accurate timing. A failure of GPS could be catastrophic, and there is no comprehensive, terrestrial backup that is widely deployed today. The Department of Homeland Security has also classified the PNT vulnerabilities from GPS as cyber security threats, and the U.S. Department of Transportation (“DoT”) has also outlined a Complementary PNT Action Plan, among other key federal initiatives. Higher performance and availability will continue to expand the reach and value of PNT solutions, while terrestrial resilience is essential to protect the vast economic activity that is reliant on GPS.
Simultaneously, demand for wireless data services continues to grow. The backbone of wireless data services, electromagnetic spectrum, is a finite resource. Our spectrum licenses, which lie in the Lower 900 MHz band, are referred to as “low-band spectrum.” There is a finite amount of low-band spectrum available, and low-band spectrum has favorable coverage characteristics compared to higher frequencies, including the ability to provide services indoors and over greater distances. These characteristics result in its ability to be used for coverage and to be deployed more economically, with higher-frequency spectrum often used to provide additional capacity in targeted locations. The transition to 5G NR for our PNT services will provide a technical capability to support broadband data services, which, subject to appropriate regulatory approvals, may allow the spectrum to be utilized to help meet the continued, growing demand for wireless data capacity.
As we evolve our technology platform to NextGen and pursue regulatory changes to the Lower 900 MHz band and our spectrum licenses, we continue to deliver high-quality PNT services through our Pinnacle and TerraPoiNT solutions. Our Pinnacle solution, launched in partnership with AT&T Services, Inc. (“AT&T”) as part of its FirstNet® initiative, can provide accurate altitude service to any device with a barometric pressure sensor and covers over 90% of commercial structures over three stories in the U.S. Our Pinnacle system is primarily used for public safety applications, including enhanced 911 (“E911”) for Verizon Communications, Inc. (“Verizon”), and a growing number of devices operating on the remaining national cellular network providers.
| 23 |
Our TerraPoiNT system is a terrestrially based dedicated, complementary PNT network designed to overcome the limitations inherent in the space-based nature of GPS. GPS is a faint, unencrypted signal, which is often unavailable indoors, distorted in urban areas, and vulnerable to both jamming and spoofing. TerraPoiNT overcomes these limitations through a network of wide-area location transmitters that broadcast a PNT signal on our licensed Lower 900 MHz M-LMS spectrum. Unlike GPS, the TerraPoiNT signal can be reliably received indoors and in urban areas, is difficult to jam or spoof compared to GPS, and can support signal authentication (e.g., encryption). Further, the TerraPoiNT signal can embed Pinnacle information to provide a full three-dimensional PNT solution. TerraPoiNT received the highest scores in testing by the DoT reported in 2021 regarding potential PNT backup solutions, in each category tested, and was the only solution evaluated capable of providing the full set of services provided by GPS. Continuing our engagement with the DoT, in 2024 we were awarded a contract to establish performance characteristics for TerraPoiNT to allow DoT to incorporate our solutions into a clearinghouse of solutions defined in the DoT Complementary PNT Action Plan, for potential use by Federal government customers.
Key Components of Results of Operations
Revenue
We have generated limited revenue since our inception. We derive our revenue from PNT products and services. Our revenue includes revenue generated through services contracts with wireless carriers, services with applications developers, technology demonstration, assessment and support contracts with government customers, sales of equipment, and licensing of proprietary technology. We recognize revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, and collection of consideration is probable.
Operating Expense
Cost of Goods Sold
Cost of goods sold (“COGS”) consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our operations and manufacturing teams. COGS also includes expenses for site leases, cost of equipment, software license costs, including cloud hosting costs, and professional services related to the maintenance of the equipment at each leased site. Our COGS may increase for the foreseeable future as we continue to invest in our PNT technologies in domestic U.S. and international markets.
Research and Development
Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our research and development functions. Research and development costs also include outside professional services for software and hardware development, and software license costs, including cloud hosting costs. We expect our research and development costs to increase for the foreseeable future as we continue to invest in research and development for our current and future products, including our NextGen platform.
| 24 |
Selling, General and Administrative
Selling, general and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our business development, marketing, corporate, executive, finance, legal, human resources, IT and other administrative functions. Selling, general and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, travel expenses and certain non-income taxes, insurance and other administrative expenses.
We expect our selling, general and administrative expenses to increase for the foreseeable future with the growth of our business, in pursuit of regulatory and technology initiatives, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, and additional insurance expenses, investor relations activities, and other administrative and professional services.
Depreciation and Amortization
Depreciation and amortization expense results from depreciation and amortization of our property and equipment and intangible assets that is recognized over their estimated useful lives.
Interest Income (Expense)
Interest income consists of interest earned from our cash and cash equivalents balance and on marketable securities. Interest expense relates to interest and amortization of debt discounts on our senior secured notes.
Other Income (Expense)
Other income (expense) consists of miscellaneous non-operating items, such as change in fair value of warrants and Asset Purchase Agreement liability, change in fair value of derivative liability, debt extinguishment loss, equity method income (loss), and foreign currency gains (losses).
Results of Operations
The following table sets forth our statements of operations for the periods indicated:
|
|
|
Three Months Ended March 31, |
||||||
|
|
|
2025 |
|
|
2024 |
|||
|
|
|
(in thousands) |
||||||
|
Revenue |
|
$ |
1,539 |
|
|
$ |
1,046 |
|
|
Operating expense: |
|
|
|
|
|
|
|
|
|
Cost of goods sold (1) |
|
|
2,533 |
|
|
|
2,761 |
|
|
Research and development (1) |
|
|
4,038 |
|
|
|
4,670 |
|
|
Selling, general and administrative (1) |
|
|
10,520 |
|
|
|
8,446 |
|
|
Depreciation and amortization |
|
|
1,452 |
|
|
|
1,319 |
|
|
Total operating expenses |
|
|
18,543 |
|
|
|
17,196 |
|
|
Operating loss |
|
|
(17,004 |
) |
|
|
(16,150 |
) |
|
Interest expense, net |
|
|
(2,738 |
) |
|
|
(2,168 |
) |
|
Other income (expense) |
|
|
(38,779 |
) |
|
|
(13,248 |
) |
|
Loss before income taxes |
|
|
(58,521 |
) |
|
|
(31,566 |
) |
|
Provision for income taxes |
|
|
58 |
|
|
44 |
||
|
Net loss |
|
$ |
(58,579 |
) |
|
$ |
(31,610 |
) |
|
(1) |
Cost of goods sold, research and development, and selling, general and administrative expense for the periods do not include depreciation and amortization, which is presented separately in the Condensed Consolidated Statements of Comprehensive Loss, but include stock-based compensation as follows: |
| 25 |
|
|
|
Three Months Ended March 31, |
||||||
|
|
|
2025 |
|
|
2024 |
|||
|
|
|
(in thousands) |
||||||
|
Cost of goods sold |
|
$ |
237 |
|
|
$ |
150 |
|
|
Research and development |
|
|
1,043 |
|
|
|
1,431 |
|
|
Selling, general and administrative |
|
|
3,044 |
|
|
|
2,663 |
|
|
Total stock-based compensation expense |
|
$ |
4,324 |
|
|
$ |
4,244 |
|
Comparison of the Three Months Ended March 31, 2025 and 2024
Revenue
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
| |||||||
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
Revenue |
|
$ |
1,539 |
|
|
$ |
1,046 |
|
|
$ |
493 |
|
|
47.1 |
% | |
Revenue increased by $0.5 million, or 47.1%, to $1.5 million for the three months ended March 31, 2025 from $1.0 million for the three months ended March 31, 2024. The increase was driven by an increase in service revenue from technology and services contracts with government and commercial customers. For the three months ended March 31, 2025, one customer accounted for 51% of total revenue and another customer accounted for 39% of total revenue. For the three months ended March 31, 2024, one customer accounted for 75% of total revenue and another customer accounted for 14% of total revenue.
Operating Expense
Cost of Goods Sold (COGS)
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
| |||||||
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
COGS |
|
$ |
2,533 |
|
|
$ |
2,761 |
|
|
$ |
(228 |
) |
|
|
(8.3) |
% |
COGS decreased by $0.2 million, or 8.3%, to $2.5 million for the three months ended March 31, 2025 from $2.8 million for the three months ended March 31, 2024. The decrease was primarily driven by a $0.2 million decrease in software license and cloud expenses, a $0.1 million decrease in outside consulting expenses, and a $0.1 million decrease in payroll-related expenses. The decreases were partially offset by a $0.1 million increase in stock-based compensation, and a $0.1 million increase in non-recurring engineering services.
Research and Development
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
| |||||||
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
Research and development |
|
$ |
4,038 |
|
|
$ |
4,670 |
|
|
$ |
(632 |
) |
|
|
(13.5) |
% |
Research and development expenses decreased by $0.6 million, or 13.5%, to $4.0 million for the three months ended March 31, 2025 from $4.7 million for the three months ended March 31, 2024. The decrease was primarily driven by a $0.4 million decrease in stock-based compensation, a $0.3 million decrease in software license expenses, and a $0.3 million decrease in payroll-related expenses. The decreases were partially offset by a $0.3 million increase in non-recurring engineering services, and a $0.1 million increase in outside consulting expenses.
| 26 |
Selling, General and Administrative
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
| |||||||
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
Selling, general and administrative |
|
$ |
10,520 |
|
|
$ |
8,446 |
|
|
$ |
2,074 |
|
|
24.6 |
% | |
Selling, general and administrative expenses increased by $2.1 million, or 24.6%, to $10.5 million for the three months ended March 31, 2025 from $8.4 million for the three months ended March 31, 2024. The increase was primarily driven by a $1.0 million increase in professional services, a $0.6 million increase in outside consulting expenses, a $0.4 million increase in stock-based compensation, and a $0.3 million increase in marketing and recruiting cost. The increases were partially offset by a $0.1 million decrease in payroll-related expenses, and a $0.1 million decrease in other operational expenses.
Depreciation and Amortization
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
| |||||||
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
Depreciation and amortization |
|
$ |
1,452 |
|
|
$ |
1,319 |
|
|
$ |
133 |
|
|
10.1 |
% | |
Depreciation and amortization expenses increased by $0.1 million, or 10.1%, to $1.5 million for the three months ended March 31, 2025 from $1.3 million for the three months ended March 31, 2024. The increase in depreciation and amortization expense is primarily attributable to placing the network assets in service after the first quarter of 2024.
Interest Expense, Net
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
| |||||||
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
Interest expense, net |
|
$ |
(2,738 |
) |
|
$ |
(2,168 |
) |
|
$ |
570 |
|
|
26.3 |
% | |
Interest expense, net of interest income, increased by $0.6 million, or 26.3%, to $2.7 million for the three months ended March 31, 2025 from $2.2 million for the three months ended March 31, 2024. The increase in interest expense was primarily driven by higher interest and amortization of debt discounts expense and lower interest income.
Other Income (Expense)
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
| |||||||
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
| ||||
|
|
|
(in thousands) |
| |||||||||||||
|
Other income (expense) |
|
$ |
(38,779 |
) |
|
$ |
(13,248 |
) |
|
$ |
25,531 |
|
|
192.7 |
% | |
Other expense was $38.8 million for the three months ended March 31, 2025 compared with other expense of $13.2 million for the three months ended March 31, 2024. The change was primarily driven by a loss resulting from the change in the fair value of the derivative liability, non-cash expense related to warrants issued in connection with the March 2025 debt financing, and debt extinguishment loss. These were partially offset by a gain from the change in the fair value of the warrant liability.
Liquidity and Capital Resources
We have incurred losses since our inception and to date have generated only limited revenue. We have primarily relied upon debt and equity financings to fund our cash requirements. During the three months ended March 31, 2025 and 2024, we incurred net losses of $58.6 million and $31.6 million, respectively. During the three months ended March 31, 2025, our net cash used in operating activities was $12.2 million and net cash provided by investing activities was $3.0 million. During the three months ended March 31, 2024, our net cash used in operating activities and investing activities was $7.0 million and $2.1 million, respectively. As of March 31, 2025, we had cash and cash equivalents and marketable securities of $188.4 million and an accumulated deficit of $920.7 million. We expect to incur additional losses and higher operating expenses for the foreseeable future. Our primary use of cash is to fund our operations as we continue to grow our business. We will require a significant amount of cash for expenditures as we invest in ongoing research and development and our PNT networks.
Managing liquidity and our cash position is a priority of ours. We continually work to optimize our expenses in light of the growth of our business, and adapt to changes in the economic environment. We believe that our cash and cash equivalents and marketable securities as of March 31, 2025 will be sufficient to meet our working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months from the filing of this Quarterly Report on Form 10-Q. We believe we will meet longer term expected future cash requirements and obligations through a combination of our existing cash and cash equivalents balances and marketable securities, cash flows from operations, and issuance of equity securities or debt offerings. However, this determination is based upon internal financial projections and is subject to changes in market and business conditions.
On March 12, 2025, we entered into a Note Purchase Agreement to sell to a group of lenders in a private placement (the “Private Placement”) $190.0 million in aggregate principal amount of 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) at par. The 2028 Notes will mature on June 30, 2028 with interest payable in cash semi-annually in arrears on June 1 and December 1 of each year at 5% per annum. Upon the closing of the Private Placement, the Company used a portion of the net proceeds from the Private Placement to redeem all of its $70.0 million 2026 Notes, at a redemption price of 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest. Refer to Note 8 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information.
Cash Flows
The following table summarizes our cash flows for the period indicated:
|
|
|
Three Months Ended March 31, |
| |||||
|
|
|
2025 |
|
|
2024 |
| ||
|
|
|
(in thousands) |
| |||||
|
Net cash used in operating activities |
|
$ |
(12,179 |
) |
|
$ |
(6,985 |
) |
|
Net cash provided by (used in) investing activities |
|
|
3,006 |
|
|
(2,113 |
) | |
|
Net cash provided by financing activities |
|
|
120,172 |
|
|
516 |
||
Cash Flows from Operating Activities
Our cash flows used in operating activities are significantly affected by the growth of our business and are primarily related to research and development, sales and marketing, and selling, general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities during the three months ended March 31, 2025 was $12.2 million, resulting primarily from a net loss of $58.6 million adjusted for non-cash charges of $24.5 million for change in the fair value of derivative liability, $13.7 million loss on the early extinguishment of the 2026 Notes, $5.8 million related to warrants issued in connection with 2028 Notes, $4.3 million for stock-based compensation, $1.7 million for amortization of debt discount, $1.5 million for depreciation and amortization and a net decrease in operating assets of $1.2 million. These changes were partially offset by non-cash income of $6.0 million for change in the fair value of warrant liability, and a $0.3 million realized and unrealized gain on marketable securities.
Net cash used in operating activities during the three months ended March 31, 2024 was $7.0 million, resulting primarily from a net loss of $31.6 million adjusted for non-cash charges of $4.2 million for stock-based compensation, non-cash expense of $13.2 million for change in the fair value of warrant liability, $1.3 million for depreciation and amortization, and $1.4 million for amortization of debt discount. Additionally, there was a net increase in operating assets of $4.4 million.
Cash Flows from Investing Activities
Net cash provided by investing activities during the three months ended March 31, 2025 was $3.0 million, representing net sale and maturity of marketable securities of $3.1 million partially offset by cash used for property and equipment, including internal use software, of $0.1 million.
Net cash used in investing activities during the three months ended March 31, 2024 was $2.1 million, representing net purchase of marketable securities of $1.9 million, and cash used for property and equipment, including internal use software, of $0.2 million.
Cash Flows from Financing Activities
Net cash provided by financing activities during the three months ended March 31, 2025 was $120.2 million, primarily reflecting cash proceeds from the issuance of the 2028 Notes, net of repayment of the 2026 Notes (refer to Note 8 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information) and cash proceeds the from exercise of common stock options and warrants.
Net cash provided by financing activities during the three months ended March 31, 2024 was $0.5 million, primarily reflecting cash proceeds from the exercise of common stock options.
Critical Accounting Policies and Significant Management Estimates
For a discussion of our critical accounting policies and estimates, please refer to Item 7 under Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K and Note 2 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q.
Recently Issued and Adopted Accounting Standards
For information regarding new accounting pronouncements, and the impact of these pronouncements on our condensed consolidated financial statements, refer to Note 2 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risks from those disclosed in Part II, Item 7A of the 2024 Form 10-K.
Item 4. Controls And Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
In the course of our business, we are involved in litigation and legal matters from time to time. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. We do not believe that any such matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
You should carefully consider all of the information included in this Quarterly Report on Form 10-Q before you decide whether to invest in our securities. Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with SEC on March 12, 2025 (the “2024 Annual Report”), as well as those otherwise described or updated from time to time in our other filings with the SEC. You should consult your own financial and legal advisors as to the risks entailed by an investment in our securities and the suitability of investing in our securities in light of your particular circumstances.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors set forth in our 2024 Annual Report, other than as described below.
The indenture governing our 5% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) contains restrictions and other provisions regarding events of default that may make it more difficult to execute our strategy or to effectively compete, or that could materially and adversely affect our financial position.
Subject to certain exceptions and qualifications, the indenture governing the 2028 Notes (the “Indenture”) restricts our ability to, among other things, (i) incur indebtedness, other than certain forms of permitted debt, (ii) issue any preferred equity interests, (iii) create or permit to exist any lien on any property, other than certain limited forms of permitted encumbrances, (iv) merge, amalgamate, consolidate or sell all or substantially all assets, (v) make or hold any investment, other than certain forms of permitted investments, (vi) consummate certain asset sales, (vii) pay any dividend or other distribution with respect to any of our capital stock, (viii) make any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any of our capital stock or any option, warrant or other right to acquire any such capital stock, (ix) dispose or transfer intellectual property that is material to our business or (x) effect any transaction that would result in an adjustment to the conversion price of the 2028 Notes to an amount less than $2.05 per share of common stock. These restrictions, and others set forth in the Indenture as discussed below, may make it difficult to successfully execute our business strategy or effectively compete with others that are not similarly restricted.
The Indenture also provides that a number of events will constitute an event of default, including, among other things, (i) a failure to pay interest or any other amount on the 2028 Notes for 30 days, (ii) a failure to pay the principal of the 2028 Notes when due at maturity, upon any required repurchase, upon declaration of acceleration or otherwise, (iii) a failure to comply with our obligations to convert the 2028 Notes in accordance with the Indenture upon exercise of a holder’s conversion right within five business days, (iv) a failure to issue a Fundamental Change Company Notice (as defined in the Indenture) within five business days after the due date, (v) any breach of our covenants with respect to consummating restricted consolidations, mergers, or other sale transactions, (vi) the failure to comply with any of our other agreements contained in the Indenture or the 2028 Notes for 60 days after notice from the trustee or certain holders, (vii) the failure by certain of our subsidiaries to guarantee the 2028 Notes pursuant to their obligations, (viii) an invalid or unperfected lien on any material portion of the collateral, subject to certain exceptions, (ix) a default or other failure by us to make required payments under our other indebtedness for money borrowed in excess of $1 million in the aggregate, (x) a failure by us to pay final legal, arbitral or other judgments aggregating $1 million or more, and (xi) certain events of liquidation, reorganization, bankruptcy or insolvency.
If an event of default occurs and is continuing, additional interest will accrue on the 2028 Notes at a rate of 2% per annum of the principal amount of the 2028 Notes outstanding as of the occurrence of the event of default. We will also be required to pay additional interest of up to 0.50% per annum if (x) we fail to timely make certain required filings with the SEC, until such filings are made, or (y) the 2028 Notes are not otherwise freely tradeable under Rule 144 under the Securities Act. If we fail to pay interest on the 2028 Notes for 30 days or the principal of the 2028 Notes when due, the trustee has the right to declare all the 2028 Notes to be due and payable immediately. In the case of certain events of bankruptcy, all outstanding 2028 Notes will become due and payable immediately. Any such events of default or other acceleration of, or any increase in the amounts otherwise payable on, our debt could have a material adverse effect on our liquidity, particularly if we are unable to negotiate mutually acceptable terms with the holders of the 2028 Notes or if alternate funding is not available to us. Furthermore, if we are unable to repay the 2028 Notes upon an acceleration or otherwise, we could be forced into bankruptcy or liquidation.
In the event of certain non-ordinary course asset sales, including sales of certain intellectual property or spectrum licensed by the Federal Communications Commission to us or our subsidiaries, we must make a mandatory repurchase offer for a portion of the 2028 Notes outstanding with the proceeds of such sale, at a price equal to 100% of the aggregate principal amount of the 2028 Notes subject to such repurchase, together with accrued and unpaid interest thereon to the date of the repurchase, subject to certain thresholds and limitations set forth in the Indenture.
In addition, in the event of a Fundamental Change (as defined in the Indenture), each holder has the right, at such holder’s option and subject to the limitations set forth in the Indenture, to require us to repurchase for cash all of such holder’s 2028 Notes in an amount equal to the greater of (i) the then outstanding principal amount of 2028 Notes held, plus all accrued and unpaid interest to such date and (ii) the consideration each holder of 2028 Notes would have received if such holder had converted the 2028 Notes into our common stock immediately prior to such Fundamental Change.
Warrants to purchase common stock are exercisable, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
We have a significant number of outstanding warrants for the purchase of common stock. Outstanding warrants to purchase an aggregate of 18,749,960 shares of common stock became exercisable on November 27, 2021 in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 14,715,170 public warrants and 4,034,790 private placement warrants, related to the initial public offering and financing of Spartacus (a Delaware special purpose acquisition company with which we consummated a business combination in 2021). The 4,034,790 private placement warrants have been registered pursuant to an effective registration statement. Each warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per share and will expire at 5:00 p.m., New York time, on October 28, 2026, or earlier upon redemption of our common stock or our liquidation. To the extent warrants are exercised, additional shares of common stock will be issued, which will result in dilution to our then existing stockholders and increase the number of shares eligible for resale in the public market.
Moreover, in conjunction with the issuance of our senior secured notes in 2023 (refer to Note 8 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information), we issued an aggregate of 25,925,927 warrants (the “2023 Debt Warrants”) at an exercise price of $2.16 to purchase shares of our common stock to certain of the purchasers thereof. The 2023 Debt Warrants will expire at 5:00 p.m., New York time, on June 1, 2027. As of March 31, 2025, 10,747,332 2023 Debt Warrants were outstanding.
Additionally, in conjunction with the issuance of the 2028 Notes in 2025 (refer to Note 8 to our condensed consolidated financial statements for the three months ended March 31, 2025 included elsewhere in this Quarterly Report on Form 10-Q for more information), we issued 7,800,000 warrants (the “2025 Debt Warrants” and, together with the 2023 Debt Warrants, the “Debt Warrants”) with exercise prices ranging from $12.56 to $20.00 per share to certain of the purchasers thereof. The 2025 Debt Warrants will expire at 5:00 p.m., New York time, on December 31, 2028. As of March 31, 2025, 7,800,000 2025 Debt Warrants were outstanding.
Sales of substantial numbers of shares of our common stock underlying the Debt Warrants in the public market will dilute existing stockholders, may reduce the book value of existing shares of common stock and could depress the market price of our common stock.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
Other than as previously disclosed in our Current Reports on Form 8-K, we did not sell any unregistered equity securities during the fiscal quarter ended March 31, 2025.
(b) Use of Proceeds from Sale of Registered Equity Securities
None.
(c) Purchases of Equity Securities by the Issuer
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Trading Plans
On
On
No other officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors or a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the fiscal quarter ended March 31, 2025.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
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Filed previously. |
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This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. |
| † | Certain schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any such omitted schedule and/or exhibit to the SEC upon request. | |
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Indicates management contract or compensatory arrangement. |
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 thereunto duly authorized.
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NEXTNAV INC. | |
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Date: May 9, 2025 |
By: |
/s/ Christian D. Gates |
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Name: |
Christian D. Gates |
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Title: |
Executive Vice President, Chief Financial Officer and Principal Financial Officer |
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Date: May 9, 2025 |
By: |
/s/ Sammaad R. Shams |
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Name: |
Sammaad R. Shams |
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Title: |
Chief Accounting Officer and Principal Accounting Officer |
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