false 0001865631 0001865631 2023-11-08 2023-11-08 0001865631 nn:WarrantsEachToPurchaseOneShareOfCommonStockMember 2023-11-08 2023-11-08 0001865631 nn:CommonStockParValue0.0001PerShareMember 2023-11-08 2023-11-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 8, 2023

 

NEXTNAV INC.

(Exact name of registrant as specified in its charter)

 

                                              
Delaware   001-40985   87-0854654
(State or other jurisdiction of
    incorporation or organization)
 

(Commission File Number)

  (I.R.S. Employer
    Identification No.)

 

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

(800) 775-0982

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive  offices)

 

N/A

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

                 

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

                 

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

                 

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

 

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

                                               

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, par value $0.0001 per share   NN   Nasdaq Capital Market
Warrants, each to purchase one share of Common Stock   NNAVW   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  

 

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.  

 

 

 

1


 

Item 2.02. Results of Operations and Financial Condition.

 

On November 8, 2023NextNav Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2023. A full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This information, including the Exhibit attached hereto, shall 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 liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

  

(d) Exhibits.

 

                                            

Exhibit   Description
99.1   Press release dated November 8, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)


2


 

SIGNATURE

 

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

 

Dated: November 8, 2023

 

                                                                            

  NEXTNAV INC.
     
  By: /s/     Christian D. Gates
    Name:   Christian D. Gates
    Title: Chief Financial Officer

 

3

Exhibit 99.1

NextNav Inc. Reports Third Quarter 2023 Results

5G Test Network Established in Bay Area

Signs Contract Supporting Government GPS/PNT Efforts

NextNav Pinnacle-Enabled Devices Expected on Five Wireless Carriers

McLean, VA. November 8, 2023 – NextNav Inc. (NASDAQ: NN) (“NextNav” or the “Company”), a leader in next generation GPS and 3D geolocation, today reported financial results for NextNav’s third quarter ended September 30, 2023.

Ganesh Pattabiraman, NextNav Co-founder and CEO, stated, “As momentum builds towards addressing GPS vulnerabilities across the public and private sector, we recently signed a new contract to support the federal government’s resilient GPS/PNT efforts. The contract leverages our existing infrastructure to provide persistent PNT characterizations initially in select markets in the U.S., with the opportunity to expand across the country following initial implementation.

On the spectrum front, following the receipt of the FCC’s experimental license in 2Q 2023, we have now deployed a Bay Area TerraPoiNT network transmitting 5G waveforms. We have commenced formal testing to characterize our ability to support simultaneous broadband and PNT functionalities and expect to largely complete the program by year end.

Finally, as the number of devices enabled with our Pinnacle z-axis technology increases, we now have Pinnacle-enabled devices contracted across five wireless carriers. This follows our latest agreement with a new device on one of the largest MVNOs (mobile virtual network operators) in the country. These relationships illustrate our clear leadership role in E911 and position us well to drive further adoption and integration of our Pinnacle technology in the future.

Recent Operational Highlights:

  • Deploys 5G Test Network in Palo Alto, CA: Following approval of its experimental license in the second quarter, NextNav has deployed a 5G waveform on a TerraPoiNT network in Palo Alto, California. The Company is now beginning the formal testing process to demonstrate the ability to provide resilient PNT services combined with 5G broadband data. NextNav expects to complete formal testing by year end.
  • Signs Contract in Support of Federal Government’s Resilient GPS/PNT Efforts: The new contract leverages NextNav’s existing infrastructure to provide persistent PNT characterization in select markets in the U.S. The Company expects to expand its capabilities into additional U.S. markets upon completion of the initial phase.

Three and Nine Months Ended September 30, 2023, Financial Highlights:

  • Revenue: was $1.0 million in the three months ended September 30, 2023, as compared to $503,000 in the prior year period. The increase was primarily attributable to increased recurring service revenue in the current period from technology and services contracts with commercial customers. In the nine months ended September 30, 2023, revenue was $2.7 million, as compared with $3.1 million in the prior year period, driven by decreased integration revenue, partially offset by an increase in recurring service revenue, from technology and services contracts with commercial customers.
  • Operating Loss: was $14.6 million in the three months ended September 30, 2023, as compared to an operating loss of $17.9 million in the prior year period. In the nine months ended September 30, 2023, operating loss was $43.6 million, as compared to an operating loss of $51 million in the prior year period.
  • Net Loss: was $23.2 million in the three months ended September 30, 2023, as compared to a net loss of $18.7 million in the prior year period. In the nine months ended September 30, 2023, net loss was $55.3 million, as compared to a net loss of $27.6 million in the prior year period. 
1


  • Balance Sheet: as of September 30, 2023, the Company had $90.1 million in cash and cash equivalents, $7.0 million in short term investments and has $47.1 million in debt net of unamortized discount attributed to transaction costs and the issuance of warrants, with a gross value of $70 million.


Conference Call Information

NextNav will host a conference call for analysts and investors at 5:00 PM ET on November 8, 2023, to discuss its financial results for the third quarter 2023 and business outlook. To access the call, please register by visiting the following website: https://conferencingportals.com/event/TSgreOeK

Upon registering, each participant will be provided with call details and a registrant ID.

NextNav is also providing an investor relations presentation with information on its business and operations, which is available in the investor relations section of the NextNav website at https://ir.nextnav.com.

A replay of the call can also be accessed via phone through November 15, 2023, by dialing (800) 770-2030 from the U.S., or (647) 362-9199 from outside the U.S. The conference I.D. number is 62936.

About NextNav Inc.

NextNav Inc. (Nasdaq: NN) is a leader in next generation GPS, built on a robust asset platform, including 8MHz of wireless spectrum in the 900MHz band with near-nationwide coverage, intellectual property and deployed network systems. The company's Pinnacle network delivers highly accurate vertical positioning to transform location services, reflecting the 3D world around us and supporting innovative, new capabilities. NextNav's TerraPoiNT network delivers accurate, reliable, and resilient 3D positioning, navigation and timing (PNT) services to support critical infrastructure and other GPS-reliant systems in the absence or failure of GPS.

For more information, please visit https://nextnav.com/ or follow NextNav on Twitter or LinkedIn.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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, anticipated demand and acceptance of our services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals commercial partnership acquisition and retention, products and services, pricing, marketing plans; our ability to realize the anticipated technical and business benefits associated acquisitions, and any subsequent mergers, acquisitions, or other similar transactions; factors relating to our future operations, projected capital resources and financial position, estimated revenue and losses, projected costs and capital expenditures, and expectations about international markets; projections of market growth and size, including the level of market acceptance for our services; our ability to adequately protect key intellectual property rights or proprietary technology; our ability to maintain our Location and Monitoring Service (“LMS”) licenses and obtain additional LMS licenses as necessary; our ability to maintain adequate operational financial resources, including for research and development, or raise additional capital or generate sufficient cash flows; 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. 

Accordingly, forward-looking statements should not be relied upon as representing our views of any subsequent date, and we do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Source: NN-FIN

 

Contact:

Erica Bartsch

Sloane & Company

ebartsch@sloanepr.com

2


 

NextNav Inc.

CONDENSED Consolidated Balance Sheets

(IN THOUSANDS, EXCEPT SHARE DATA)

 

 

 

September 30, 2023

(unaudited)

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

90,132

 

 

$

47,230

 

Short term investments

 

 

6,962

 

 

 

8,216

 

Accounts receivable

 

 

2,738

 

 

 

2,168

 

Other current assets

 

 

2,323

 

 

 

3,576

 

Total current assets

 

$

102,155

 

 

$

61,190

 

Network under construction

 

 

1,730

 

 

 

3,574

 

Property and equipment, net of accumulated depreciation of $8,727 and $5,971 at September 30, 2023 and December 31, 2022, respectively

 

 

20,524

 

 

 

19,180

 

Operating lease right-of-use assets

 

 

19,556

 

 

 

10,143

 

Goodwill

 

 

17,238

 

 

 

17,493

 

Intangible assets

 

 

10,349

 

 

 

10,397

 

Other assets

 

 

1,569

 

 

 

1,811

 

Total assets 

 

$

173,121

 

 

$

123,788

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

916

 

 

$

1,019

 

Accrued expenses and other current liabilities

 

 

7,581

 

 

 

5,241

 

Operating lease current liabilities 

 

 

2,634

 

 

 

2,532

 

Deferred revenue

 

 

71

 

 

 

95

 

Total current liabilities

 

$

11,202

 

 

$

8,887

 

Warrants

 

 

14,000

 

 

 

4,200

 

Operating lease noncurrent liabilities

 

 

15,076

 

 

 

5,290

 

Other long-term liabilities

 

 

1,671

 

 

 

1,547

 

Long term debt, net of debt issuance cost and discount

47,067



Total liabilities

 

$

89,016

 

 

$

19,924

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, authorized 500,000,000 shares; 108,977,489 and 106,418,442 shares issued and 108,976,312 and 106,417,265 shares outstanding at September 30, 2023 and December 31, 2022, respectively

 

 

12

 

 

 

12

 

Additional paid-in capital

 

 

822,928

 

 

 

787,130

 

Accumulated other comprehensive income 

 

 

1,153

 

 

 

1,371

  

Accumulated deficit

 

 

(743,831

)

 

 

(688,492

)

Common stock in treasury, at cost; 1,177 shares at September 30, 2023 and December 31, 2022

 

 

(4

)

 

 

(4

)

Total stockholders’ equity

 

$

80,258

 

 

$

100,017

 

 Non-controlling interests

 

 

3,847

 

 

 

3,847

 

Total liabilities and stockholders’ equity

 

$

173,121

 

 

$

123,788

 


3


 

 NextNav INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Three Months Ended September 30,

 


Nine Months Ended September 30,

 

 

2023

 

 

2022

 


2023


2022

Revenue

 

$

1,027

 

 

$

503

 


$ 2,657

$ 3,123

Operating expenses:

 

 

 

 

 

 

 

 









Cost of goods sold (exclusive of depreciation and amortization) 

 

 

3,232

 

 

 

2,830

 



9,397


8,868

Research and development

 

 

5,007

 

 

 

4,567

 



14,579


12,725

Selling, general and administrative

 

 

6,152

 

 

 

10,152

 



18,722


29,874

Depreciation and amortization

 

 

1,256

 

 

 

891

 



3,559


2,657

Total operating expenses

 

$

15,647

 

 

$  

18,440

 


$ 46,257

$ 54,124

Operating loss

 

$  

(14,620

)

 

$  

(17,937

)
$ (43,600 )
$ (51,001 )

Other income (expense):

 

 

 

 

 

 

 

 









Interest income (expense)

 

 

(1,740

)

 

 

336

 



(1,614 )

445

Change in fair value of warrants

 

 

(6,737

)

 

 

(962

)

(9,800 )

23,188

Other loss

 

 

(99

)

 

 

(152

)

(166 )

(205 )

Loss before income taxes

 

$  

(23,196

)

 

$

(18,715

)
$ (55,180 )
$ (27,573 )

Provision for income taxes

 

 

24

 

 

15



159

41

Net loss

 

$

(23,220

)

 

$

(18,730

)
$ (55,339 )
$ (27,614 )

Foreign currency translation adjustment

 

 

(670

)

 

 

(2

)

(218 )

(24 )

Comprehensive loss

 

$

(23,890

)

 

$

(18,732

)
$ (55,557 )
$ (27,638 )

Net loss

 


(23,220

)

 


(18,730

)
(55,339 )
(27,614 )

Net loss attributable to common stockholders

 

$

(23,220

)

 

$

(18,730

)
$ (55,339 )
$ (27,614 )

Weighted average of shares outstanding – basic and diluted

 

 

108,045

 

 

 

101,397

 



107,504


98,513

Net loss attributable to common stockholders per share - basic and diluted

 

$

(0.21

)

 

$

(0.18

)
$ (0.51 )
$ (0.28 )


4


 

NextNav INC.

CONDENSED Consolidated Statements of Cash Flows

(UNAUDITED)

(IN THOUSANDS)

 

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(55,339

)

 

$

(27,614

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,559

 

 

 

2,657

 

Equity-based compensation

 

 

12,643

 

 

 

20,593

 

Change in fair value of warranty liability

 

 

9,800

 

 

 

(23,188

)

Realized and unrealized gain on marketable securities

 

 

(501

)

 

 

 

Equity method investment loss 

 

 

157

 

 

 

175

 

Asset retirement obligation accretion

 

 

51

 

 

 

41

 

Amortization of debt discount

1,771



Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(569

)

 

 

298

 

Other current assets

 

 

1,246

 

 

1,996

 

Other assets

 

 

84

  

 

 

68

Accounts payable

 

 

(102

)

 

 

1,068

Deferred revenue

 

 

(23

)

 

 

(1,588

)

Accrued expenses and other liabilities

 

 

2,140

 

 

 

(92

)

Operating lease right-of-use assets and liabilities 

 

 

476

 

 

 

401

 

Net cash used in operating activities 

 

$

(24,607

)

 

$

(25,185

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Capitalization of costs and purchases of network assets, property, and equipment

 

 

(2,541

)

 

 

(1,720

)
Purchase of marketable securities

(33,494 )

(8,173 )

Sale and maturity of marketable securities

 

 

35,249

 

 

 

 

Purchase of internal use software

 

 

(708

)

 

 

(279

)
Purchase of equity method investment




(1,125 )

Net cash used in investing activities

 

$

(1,494

)

 

$

(11,297

)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from senior secured notes

70,000



Payments towards debt issuance cost

(1,861 )


Payments towards debt

 

 

(82

)

 

 

 

Proceeds from exercise of stock options

 

 

66

 

 

 

48

 

Proceeds from exercise of warrants

882



Repurchase of common stocks (withholding taxes)

 

 

 

 

 

(4

)

Net cash provided by financing activities

 

$

69,005

 

$

44

 

Effect of exchange rates on cash and cash equivalents

 

 

(2

)

 

 

(50

)

Net decrease in cash and cash equivalents

 

 

42,902

 

 

(36,488

)

Cash and cash equivalents at beginning of period

 

 

47,230

 

 

 

100,076

 

Cash and cash equivalents at end of period

 

$

90,132

 

 

$

63,588

 

 

 

 

 

 

 

 

 

 

Non-cash financing information

 

 

 

 

 

 

 

 

Capital expenditure included in accounts payable

 

$

120

 

 

$

427

 

Issuance of warrants
$ 22,843

$


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Entity Address, Address Line One 1775 Tysons Blvd.,
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