false 0001865631 0001865631 dei:FormerAddressMember 2024-08-07 2024-08-07 0001865631 2024-08-07 2024-08-07 0001865631 nn:WarrantsEachToPurchaseOneShareOfCommonStockMember 2024-08-07 2024-08-07 0001865631 nn:CommonStockParValue0.0001PerShareMember 2024-08-07 2024-08-07

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): August 7, 2024

 

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.)

 

11911 Freedom Drive, Ste. 200

Reston, Virginia 20190

(800) 775-0982

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

 

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

(800) 775-0982

(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 August 7, 2024NextNav Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2024. 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 August 7, 2024
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: August 7, 2024

 

                                                                            

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

 

3

NextNav Inc. Reports Second Quarter 2024 Results

Federal Communications Commission Releases Public Notice on Petition for Rulemaking

 Awarded $1.9 million in Funding from DOT to Test PNT Services as Complement and Backup to GPS

RESTON, VA., August 7, 2024 – NextNav Inc. (NASDAQ: NN) (“NextNav” or the “Company”) a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, today reported financial results for NextNav’s second quarter ended June 30, 2024.

Mariam Sorond, NextNav CEO stated, “The NextNav team continued to make solid progress towards our strategic vision in the second quarter. Notably, on August 6, 2024, the Federal Communications Commission (“FCC”) issued a public notice seeking comments on NextNav’s petition for rulemaking. This is a standard, but significant first step in the longer-term FCC rulemaking process and we appreciate the FCC’s action as we push to deliver an innovative spectrum solution in the Lower 900 MHz band.

“Additionally, we recently received an award from the Department of Transportation (“DOT”) to test NextNav’s PNT technology, a terrestrial solution that delivers PNT as a complement and back up to GPS. The award provides $1.9 million in funding, the largest dollar value awarded by the DOT, and is a significant win for NextNav as it’s aligned with the DOT’s complementary PNT action plan to conduct field testing of technologies with critical infrastructure providers. It also further validates NextNav’s strength and leadership position in PNT services and aligns well with our technology and spectrum path with the FCC.”

Recent Operational Highlights

  • FCC Releases Public Notice on Petition for Rulemaking: On August 6, 2024, the FCC released a public notice seeking comment on NextNav’s innovative spectrum solution in the Lower 900 MHz band (902-928 MHz band). The FCC has requested comments from the public on this petition within the next 30 days, followed by a 15-day reply comment period. 
  • NextNav Granted U.S. Department of Transportation Award to Test PNT Services: On July 3, 2024, the DOT issued a press release announcing that NextNav was awarded a purchase order to test the Company’s 3D PNT technology, a terrestrial solution that delivers PNT as a complement and backup to GPS. The award comes from the U.S. DOT Volpe Center and is a part of its Complementary PNT Action Plan.
  • Nicola Palmer Joins NextNav Board of Directors: Nicola Palmer was appointed to the NextNav Board of Directors, effective June 24, 2024. Ms. Palmer spent much of her career with Verizon where she held leadership roles spanning engineering, operations, and technology supporting advanced data and wireless products, serving as Chief Technology Officer, Chief Engineering Officer, and Head of Wireless Networks.

Three and Six Months Ended June 30, 2024 Financial Highlights

  • Revenue: was $1.1 million in the three months ended June 30, 2024, as compared to $800,000 in the prior year period. In the six months ended June 30, 2024, Revenue was $2.1 million, as compared to $1.6 million. The increase in both the three and six months ended June 30, 2024 was primarily attributable to increased recurring service revenue in the current period from technology and services contracts with commercial customers, including in support of government opportunities.
  • Operating Loss: was $15.3 million in the three months ended June 30, 2024, as compared to an operating loss of $15.0 million in the prior year period, primarily driven by increases in payroll-related expenses and professional services, partially offset by lower stock-based compensation expense. In the six months ended June 30, 2024, operating loss was $31.5 million, as compared to $29.0 million in the prior year period. The increase in operating loss was primarily driven by an increase in payroll-related expenses and professional services, particularly offset by lower stock-based compensation expenses.
  • Net Loss: was $24.4 million in the three months ended June 30, 2024, including a loss on the fair value of warrants, net of gain associated with a change in liability associated with the Telesaurus asset purchase of $6.6 million, as compared to a net loss of $15.8 million in the prior year period, including a loss on the fair value of the warrants of $0.3 million. In the six months ended June 30, 2024, net loss was $56.0 million including a loss on the fair value of warrants, net of gain associated with a change in liability with the Telesaurus asset purchase of $19.8 million, as compared to a net loss of $32.1 million in the prior year period, including a loss on the fair value of the warrants of $3.1 million.
  • Balance Sheet: as of June 30, 2024, the Company had $86.3 million in cash, cash equivalents and short term investments and has $51.4 million in debt net of unamortized discount attributed to transaction costs and the issuance of warrants, with a gross value of $70 million.
1



Conference Call Information

NextNav will host a conference call for analysts and investors at 5:00 pm ET on Wednesday, August 7, 2024.

Registration for the conference call can be completed by visiting the following website prior to, or on the day of, the conference call: https://registrations.events/direct/Q4I6293666000. After registering, each participant will be provided with call details and a registrant ID. Reminders will also be sent to registered participants via email. Alternatively, the conference call will be available via a live webcast.

To access the live webcast or a replay, visit the Company’s investor relations website at https://ir.nextnav.com/.

A replay of the call can also be accessed via phone through August 14, 2024 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 positioning, navigation and timing (PNT), enabling a whole new ecosystem of applications and services that rely upon 3D geolocation and PNT technology. Powered by low-band licensed spectrum, NextNav's positioning and timing technologies deliver accurate, reliable, and resilient 3D PNT solutions for critical infrastructure, GPS resiliency and commercial use cases.

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

Source: NN-FIN

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to NextNav’s future prospects, developments and business strategies. In particular, such forward-looking statements include the achievement of certain FCC-related milestones and FCC approvals, the ability to realize the broader spectrum capacity and the advancement of NextNav’s terrestrial 3D PNT services, NextNav’s position to drive growth in its 3D geolocation business and expansion of its next generation terrestrial 3D PNT technologies, the business plans, objectives, expectations and intentions of NextNav, and NextNav’s estimated and future business strategies, competitive position, industry environment, potential growth opportunities, revenue, expenses, and profitability. These statements are based on NextNav’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. 

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NextNav’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to, those included in Part II, Item 1A, “Risk Factors” of the Company’s quarterly reports on Form 10-Q, and Part I, Item 1A, “Risk Factors” of the NextNav’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as those otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and NextNav undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Erica Bartsch

Sloane & Company

ebartsch@sloanepr.com

212-446-1875


2



NextNav Inc.

CONDENSED Consolidated Balance Sheets

(IN THOUSANDS, EXCEPT SHARE DATA)

 

 

 

June 30, 2024 (unaudited)

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Current assets: 

 

 

 

 

 

 

Cash and cash equivalents

 

$

62,973

 

 

$

81,878

 

Short term investments

 

 

23,352

 

 

 

3,954

 

Accounts receivable

 

 

2,248

 

 

 

2,332

 

Other current assets

 

 

15,588

 

 

 

3,056

 

Total current assets

 

$

104,161

 

 

$

91,220

 

Network under construction

 

 

1,677

 

 

 

1,676

 

Property and equipment, net of accumulated depreciation of $11,718 and $9,724 at June 30, 2024 and December 31, 2023, respectively

 

 

17,937

 

 

 

19,885

 

Operating lease right-of-use assets

 

 

19,497

 

 

 

19,267

 

Goodwill

 

 

17,450

 

 

 

17,977

 

Intangible assets

 

 

10,137

 

 

 

10,625

 

Other assets

 

 

1,476

 

 

 

1,508

 

Total assets 

 

$

172,335

 

 

$

162,158

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,145

 

 

$

391

 

Accrued expenses and other current liabilities

 

 

13,784

 

 

 

6,592

 

Operating lease current liabilities 

 

 

2,428

 

 

 

2,523

 

Deferred revenue

 

 

215

 

 

 

297

 

Total current liabilities

 

$

17,572

 

 

$

9,803

 

Warrants

 

 

21,943

 

 

 

7,053

 

Operating lease noncurrent liabilities

 

 

15,990

 

 

 

15,145

 

Other long-term liabilities

 

 

1,584

 

 

 

1,614

 

Long term debt, net of debt issuance cost and discount 

 

 

51,397

 

 

 

48,447

 

Total liabilities

 

$

108,486

 

 

$

82,062

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, authorized 500,000,000 shares; 124,049,855 and 111,261,434 shares issued and 123,917,627 and 111,132,222 shares outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

14

 

 

 

12

 

Additional paid-in capital

 

 

879,258

 

 

 

837,416

 

Accumulated other comprehensive income

 

 

1,497

 

 

 

2,198

  

Accumulated deficit

 

 

(816,227

)

 

 

(760,227

)  

Common stock in treasury, at cost; 132,228 and 129,212 shares at June 30, 2024 and December 31, 2023, respectively

  

 

(693

)

 

 

(665

)

Total stockholders’ equity

 

$

63,849

 

 

$

78,734

 

 Non-controlling interests

 

 

 

 

 

1,362

 

Total liabilities and stockholders’ equity

 

$

172,335

 

 

$

162,158

 

 

3



NextNav INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

1,105

 

 

$

800

 

 

$

2,151

 

 

$

1,630

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (exclusive of depreciation and amortization) 

 

 

2,924

 

 

 

3,142

 

 

 

5,685

 

 

 

6,165

 

Research and development

 

 

4,110

 

 

 

4,994

 

 

 

8,780

 

 

 

9,572

 

Selling, general and administrative

 

 

8,108

 

 

 

6,516

 

 

 

16,554

 

 

 

12,570

 

Depreciation and amortization 

 

 

1,295

 

 

 

1,178

 

 

 

2,613

 

 

 

2,303

 

Total operating expenses

 

$

16,437

 

 

$

15,830

 

 

$

33,632

 

 

$

30,610

 

Operating loss

 

$

(15,332

)

 

$

(15,030

)

 

$

(31,481

)

 

$

(28,980

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

 

(2,320

)

 

 

(343

)

 

 

(4,489

)

 

 

126

 

Change in fair value of warrants

 

 

(8,490

)

 

 

(263

)

 

 

(21,666

)

 

 

(3,063

)

Other income (loss), net

 

 

1,820

 

 

 

14

 

 

 

1,748

 

 

 

(67

)

Loss before income taxes 

 

$

(24,322

)

 

$

(15,622

)

 

$

(55,888

)

 

$

(31,984

)

Provision for income taxes

 

 

(68

)

 

 

(148

)

 

 

(112

)

 

 

(135

)

Net loss

 

$

(24,390

)

 

$

(15,770

)

 

$

(56,000

)

 

$

(32,119

)

Foreign currency translation adjustment

 

 

(179

)

 

 

20

 

 

 

(701

)

 

 

452

 

Comprehensive loss

 

$

(24,569

)

 

$

(15,750

)

 

$

(56,701

)

 

$

(31,667

)

Net loss

 

 

(24,390

)

 

 

(15,770

)

 

 

(56,000

)

 

 

(32,119

)

Net loss attributable to common stockholders

 

$

(24,390

)

 

$

(15,770

)

 

$

(56,000

)

 

$

(32,119

)

Weighted average of shares outstanding – basic and diluted

 

 

115,210

 

 

 

106,749

 

 

 

119,359

 

 

 

106,951

 

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

 

$

(0.21

)

 

$

(0.15

)

 

$

(0.47

)

 

$

(0.30

)

 

4



NextNav INC.

CONDENSED Consolidated Statements of Cash Flows

(UNAUDITED)

(IN THOUSANDS)


 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(56,000

)

 

$

(32,119

)

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,613

 

 

 

2,303

 

Equity-based compensation

 

 

7,896

 

 

 

8,236

 

Change in fair value of warranty liability

 

 

21,666

 

 

 

3,063

 

Change in fair value of asset purchase agreement liability

 

 

(1,878

)

 

 

 

Realized and unrealized gain on short term investments

 

 

(254

)

 

 

(191

)

Equity method investment loss 

 

 

81

 

 

 

86

 

Asset retirement obligation accretion

 

 

32

 

 

 

33

 

Amortization of debt discount

 

 

2,950

 

 

 

480

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

84

 

 

 

338

 

Other current assets

 

 

24

 

 

 

655

 

Other assets

 

 

(53

)

 

 

75

 

Accounts payable

 

 

754

 

 

 

(140

)

Deferred revenue

 

 

(82

)

 

 

(31

)

Accrued expenses and other liabilities

 

 

2,365

 

 

 

1,054

 

Operating lease right-of-use assets and liabilities 

 

 

523

 

 

 

239

 

Net cash used in operating activities

 

$

(19,279

)

 

$

(15,919

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

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

 

 

(181

)

 

 

(2,333

)

Purchase of marketable securities

 

 

(26,144

)

 

 

(30,534

)

Sale and maturity of marketable securities

 

 

7,000

 

 

 

6,713

 

Payment for asset purchase agreement liability

 

 

(2,732

)

 

 

 

Purchase of internal use software 

 

 

(262

)

 

 

(505

)

Net cash used in investing activities

 

$

(22,319

)

 

$

(26,659

)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from senior secured notes

 

 

 

 

 

50,000

 

Payments towards debt issuance cost

 

 

 

 

 

(1,838

)

Payments towards debt

 

 

(55

)

 

 

(55

)

Proceeds from exercise of common warrants

 

 

21,036

 

 

 

 

Redemption of non-controlling interests

 

 

40

 

 

 

 

Proceeds from exercise of common stock options

 

 

1,650

 

 

 

39

 

Net cash provided by financing activities

 

$

22,671

 

 

$

48,146

 

Effect of exchange rates on cash and cash equivalents

 

 

22

 

 

 

(14

)

Net (decrease) increase in cash and cash equivalents

 

 

(18,905

)

 

 

5,554

 

Cash and cash equivalents at beginning of period

 

 

81,878

 

 

 

47,230

 

Cash and cash equivalents at end of period

 

$

62,973

 

 

$

52,784

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing information

 

 

 

 

 

 

 

 

Capital expenditure included in Accrued expenses and other current liabilities

 

$

156

 

 

$

225

 

Issuance of warrants

 

$

 

 

$

14,598

 

Interest paid in shares of Common Stock

 

$

1,867

 

 

$

 

 


5


v3.24.2.u1
Cover
Aug. 07, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 07, 2024
Entity Registrant Name NEXTNAV INC.
Entity Central Index Key 0001865631
Entity File Number 001-40985
Entity Tax Identification Number 87-0854654
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 11911 Freedom Drive
Entity Address, Address Line Two Ste. 200
Entity Address, City or Town Reston
Entity Address, State or Province VA
City Area Code 800
Local Phone Number 775-0982
Entity Address, Postal Zip Code 20190
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Former Address [Member]  
Entity Address, Address Line One 1775 Tysons Blvd.,
Entity Address, Address Line Two 5th Floor
Entity Address, City or Town McLean
Entity Address, State or Province VA
City Area Code 800
Local Phone Number 775-0982
Entity Address, Postal Zip Code 22102
Common Stock, par value $0.0001 per share  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol NN
Security Exchange Name NASDAQ
Warrants, each to purchase one share of Common Stock  
Title of 12(b) Security Warrants, each to purchase one share of Common Stock
Trading Symbol NNAVW
Security Exchange Name NASDAQ

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