ネクストナヴの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

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

For the transition period from _____ to _____

Commission File Number: 001-40985

NextNav Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 110,135,859 shares of the registrant’s common stock outstanding as of November 3, 2023.

NEXTNAV INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2023

	Table of Content	Page
Cautionary Note Regarding Forward Looking Statements		ii
Part I. FINANCIAL INFORMATION		1
	Item 1. Financial Statements	1
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4. Controls and Procedures	26
Part II. OTHER INFORMATION		27
	Item 1. Legal Proceedings	27
	Item 1A. Risk Factors	27
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
	Item 3. Defaults Upon Senior Securities	28
	Item 4. Mine Safety Disclosures	28
	Item 5. Other Information	28
	Item 6. Exhibits	29
Signatures		30

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “NextNav,” the “Company,” “we,” “us,” and “our” include NextNav Inc. and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “anticipate,” “believe,” “expect,” “intend,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “could,” “would,” “will” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements may relate to, but are not limited to: expectations regarding our strategies and future financial performance, including future business plans or objectives, expected functionality of our geolocation services, anticipated timing and level of deployment of our services, including our TerraPoiNT system, anticipated demand and acceptance of our services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance our research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenue, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives; our ability to realize the anticipated technical and business benefits associated with the acquisition of Nestwave (as defined below), and any subsequent mergers, acquisitions, or other similar transactions, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; factors relating to our future operations, projected capital resources and financial position, estimated revenue and losses, projected costs and capital expenditures, prospects and plans, including the potential increase in customers on our Pinnacle network, the expansion of our services in Japan through MetCom (as defined below), and expectations about other international markets; projections of market growth and size, including the level of market acceptance for our services; our ability to adequately protect key intellectual property rights or proprietary technology; our ability to maintain our Location and Monitoring Service (“LMS”) licenses and obtain additional LMS licenses as necessary; our ability to maintain adequate operational financial resources or raise additional capital or generate sufficient cash flows, including the adequacy of our financial resources to meet our operational and working capital requirements for the 12-month period following the issuance of this report and our ability to meet longer term expected future cash requirements and obligations; our ability to develop and maintain effective internal controls; our success in recruiting and/or retaining officers, key employees or directors; expansion plans and opportunities; costs related to being a public company; our ability to maintain the listing of our securities on Nasdaq; macroeconomic factors and their effects on our operations; and the outcome of any known and unknown litigation and regulatory proceedings, as well as assumptions relating to the foregoing.

Forward-looking statements are based on information available as of the date of this quarterly report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

For additional information regarding risk factors, see Part II, Item 1A, “Risk Factors” of this quarterly report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022, as well as those otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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

See accompanying notes.

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	)

See accompanying notes.

NEXTNAVINC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

	Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Treasury stock,			Stockholders’ (Deficit)				Non- controlling		Total
	Shares		Value		Capital		Deficit			Income			at cost			Equity				interests		Equity
Balance, December 31, 2022		106,417,265	$	12	$	787,130	$	(688,492	)	$	1,371		$	(4	)	$	100,017		$	3,847	$	103,864
Vesting of RSUs		619,387		—		—		—			—			—			—			—		—
Issuance of RSAs		27,744		—		—		—			—			—			—			—		—
Exercise of common stock options		91,258		—		25		—			—			—			25			—		25
Stock-based compensation expense		—		—		4,548		—			—			—			4,548			—		4,548
Net loss		—		—		—		(16,349	)		—			—			(16,349	)		—		(16,349	)
Foreign currency translation adjustment		—		—		—		—			432			—			432			—		432
Balance, March 31, 2023		107,155,654	$	12	$	791,703	$	(704,841	)	$	1,803		$	(4	)	$	88,673		$	3,847	$	92,520
Vesting of RSUs		605,975		—		—		—			—			—			—			—		—
Issuance of RSAs		376,325		—		—		—			—			—			—			—		—
Exercise of common stock options		46,583		—		13		—			—			—			13			—		13
Stock-based compensation expense		—		—		3,697		—			—			—			3,697			—		3,697
Issuance of common warrants		—		—		14,598		—			—			—			14,598			—		14,598
Net loss		—		—		—		(15,770	)		—			—			(15,770	)		—		(15,770	)
Foreign currency translation adjustment		—		—		—		—			20			—			20			—		20
Balance, June 30, 2023		108,184,537	$	12	$	810,011	$	(720,611	)	$	1,823		$	(4	)	$	91,231		$	3,847	$	95,078
Vesting of RSUs		260,215		—		—		—			—			—			—			—		—
Issuance of RSAs		24,500		—		—		—			—			—			—			—		—
Exercise of common stock options		98,829		—		28		—			—			—			28			—		28
Exercise of common warrants		408,231		—		882		—			—			—			882			—		882
Stock-based compensation expense		—		—		3,762		—			—			—			3,762			—		3,762
Issuance of common warrants		—		—		8,245		—			—			—			8,245			—		8,245
Net loss		—		—		—		(23,220	)		—			—			(23,220	)		—		(23,220	)
Foreign currency translation adjustment		—		—		—		—			(670	)		—			(670	)		—		(670	)
Balance, September 30, 2023		108,976,312	$	12	$	822,928	$	(743,831	)	$	1,153		$	(4	)	$	80,258		$	3,847	$	84,105

See accompanying notes.

NEXTNAVINC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

	Common Stock					Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Treasury stock,			Stockholders’ (Deficit)			Non- controlling		Total
	Shares			Value		Capital		Deficit			(Loss)			at cost			Equity			interests		Equity
Balance, December 31, 2021		96,546,611		$	11	$	747,928	$	(648,376	)	$	(121	)	$	—		$	99,442		$	—	$	99,442
Exercise of common stock options		7,325			—		26		—			—			—			26			—		26
Exercise of common warrants		10			—		—		—			—			—			—			—		—
Stock-based compensation expense		—			—		7,195		—			—			—			7,195			—		7,195
Net loss		—			—		—		(9,711	)		—			—			(9,711	)		—		(9,711	)
Foreign currency translation adjustment		—			—		—		—			(13	)		—			(13	)		—		(13	)
Common stock received for tax withholding		(173	)		—		—		—			—			(1	)		(1	)		—		(1	)
Balance, March 31, 2022		96,553,773		$	11	$	755,149	$	(658,087	)	$	(134	)	$	(1	)	$	96,938		$	—	$	96,938
Vesting of RSUs		239,266			—		—		—			—			—			—			—		—
Issuance of RSAs		205,850			—		—		—			—			—			—			—		—
Exercise of common stock options		79,614			—		22		—			—			—			22			—		22
Exercise of common warrants		4,308,297			—		—		—			—			—			—			—		—
Stock-based compensation expense		—			—		6,763		—			—			—			6,763			—		6,763
Net income		—			—		—		827			—			—			827			—		827
Foreign currency translation adjustment		—			—		—		—			(9	)		—			(9	)		—		(9	)
Balance, June 30, 2022		101,386,800		$	11	$	761,934	$	(657,260	)	$	(143	)	$	(1	)	$	104,541		$	—	$	104,541
Vesting of RSUs		21,214			—		—		—			—			—			—			—		—
Issuance of RSAs		43,430			—		—		—			—			—			—			—		—
Cancellation of RSAs		(57,282	)		—		—		—			—			—			—			—		—
Stock-based compensation expense		—			—		6,635		—			—			—			6,635			—		6,635
Net loss		—			—		—		(18,730	)		—			—			(18,730	)		—		(18,730	)
Foreign currency translation adjustment		—			—		—		—			(2	)		—			(2	)		—		(2	)
Common stock received for tax withholding		(1,004	)		—		—		—			—			(3	)		(3	)		—		(3	)
Balance, September 30, 2022		101,393,158		$	11	$	768,569	$	(675,990	)	$	(145	)	$	(4	)	$	92,441		$	—	$	92,441

See accompanying notes.

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		$	—

See accompanying notes.

NEXTNAV INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the nine months ended September 30, 2023

1. Organization and Business

Principal Business

NextNav Inc. and its consolidated subsidiaries (collectively “NextNav” or the “Company”) deliver next generation positioning, navigation and timing (“PNT”) solutions built on a robust asset platform, including 8MHz of nearly nationwide wireless spectrum in the 900MHz band, intellectual property and deployed network systems. The Company’s Pinnacle system provides “floor-level” altitude service to any device with a barometric pressure sensor, including most off-the-shelf Android and iOS smartphones. The Company’s TerraPoiNT system is a terrestrial-based, encrypted network designed to overcome the limitations inherent in the space-based nature of global positioning system (“GPS”) through a network of specialized wide area location transmitters that broadcasts an encrypted PNT signal over the Company’s licensed spectrum.

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 nine months ended September 30, 2023 and 2022, the Company incurred net losses of $55.3 million and $27.6 million, respectively. During the nine months ended September 30, 2023 and 2022, net cash used in operating activities was $24.6 million and $25.2 million, respectively. As of September 30, 2023, cash and cash equivalents and marketable securities was $97.1 million. The Company’s primary use of cash is to fund operations as NextNav continues to grow. The Company expects to incur additional losses and higher operating expenses for the foreseeable future, specifically as NextNav invests in ongoing research and development and the expansion of the TerraPoiNT network.

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 the cash and cash equivalents and marketable securities as of September 30, 2023 will be sufficient to meet its working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months. 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 projections and is subject to changes in market and business conditions.

2. Summary of Significant Accounting Policies

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 September 30, 2023 are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. 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, 2022 (the “2022 Form 10-K”), which the Company filed with the SEC on March 30, 2023.

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 September 30, 2023, results of operations for the three and nine months ended September 30, 2023 and 2022, and changes in stockholders’ equity and cash flows for the nine months ended September 30, 2023 and 2022, 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 2022 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, 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. government and government agency bonds, 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. The Company’s marketable securities are classified as trading and are measured at fair value with the related gains and losses, including unrealized, recognized in interest income (expense).

Revenue

The following table presents the Company’s revenue disaggregated by category and source:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(in thousands)				(in thousands)
Commercial	$	945	$	488	$	2,565	$	2,970
Government contracts		5		7		15		24
Equipment sales		77		8		77		129
Total revenue	$	1,027	$	503	$	2,657	$	3,123

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 September 30, 2023 and December 31, 2022, the Company’s accounts receivable balances were comprised of $2.7 million and $2.2 million, respectively. The Company estimates losses on accounts receivable based on expected losses, including its historical experience of actual losses. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As of September 30, 2023 and December 31, 2022, all accounts receivable balances were current and no allowances for doubtful accounts were recorded.

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 September 30, 2023 and December 31, 2022, the Company’s contract liabilities were $71 thousand and $95 thousand, respectively.

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 stock 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(in thousands)				(in thousands)
Cost of goods sold	$	561	$	531	$	1,705	$	1,714
Research and development		1,843		1,415		5,201		4,715
Selling, general and administrative		2,003		4,689		5,737		14,164
Total stock-based compensation expense	$	4,407	$	6,635	$	12,643	$	20,593

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.

The determination of the diluted weighted average shares is included in the following calculation of EPS:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(in thousands, except per share amounts)
Numerator
Net loss attributable to common stockholders	$	(23,220	)	$	(18,730	)	$	(55,339	)	$	(27,614	)

Denominator
Weighted average shares – basic and diluted		108,045			101,397			107,504			98,513
Basic and diluted loss per share	$	(0.21	)	$	(0.18	)	$	(0.51	)	$	(0.28	)

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 September 30,				Nine Months Ended September 30,
Antidilutive Shares Excluded	2023		2022			2023	2022
	(in thousands)				(in thousands)
Warrants		44,268		18,750		44,268	18,750
Stock Options		3,667		2,374		3,667	2,374
Unvested Restricted Stock Units		3,500		3,294		3,500	3,294
Unvested Restricted Stock Awards		334		1,262		334	1,262

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 space under a non-cancellable lease 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.

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 account 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 one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No goodwill impairment was recorded for the nine months ended September 30, 2023 and for the year ended December 31, 2022. The following summarizes the Company's goodwill activities (in thousands):

Goodwill - January 1, 2023	$	17,493
Changes in foreign exchange rates		(159	)
Purchase price adjustment		(96	)
Goodwill - September 30, 2023	$	17,238

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 shareholders 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 one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s consolidated statement of operations. In connection with the determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations.

Long term debt

In conjunction with the issuance of senior secured notes in May and July of 2023, the Company issued warrants to the lenders. The Company allocated the proceeds from its debt issuance to long term debt and equity classified warrants based on relative fair value as determined by the Discounted Cash Flow approach and Monte Carlo simulation model, respectively. The portion of proceeds allocated to equity-classified warrants and direct debt issuance costs are classified as debt discounts. The carrying value of long term debt in the Company’s condensed consolidated balance sheet consists of principal amount of debt, net of debt discounts. Debt discounts are amortized to interest expense based on the related debt agreements primarily using the effective interest method.

Non-controlling Interests

The non-controlling interest in the Company’s condensed consolidated financial statements represents the warrants for Nestwave, SAS (“Nestwave”) shares that were owned by the selling shareholders of Nestwave. Holders of the warrants do not have the right to income or obligation to losses, and the Company did not attribute any net loss to the non-controlling interests for the three and nine months ended September 30, 2023.

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 Consolidated Statements of Comprehensive Loss were immaterial for the three and nine months ended September 30, 2023 and 2022. 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.

Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”), which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the 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:

	September 30, 2023		December 31, 2022
	(in thousands)
Accrued salary and other employee liabilities	$	2,928	$	2,420
Accrued legal and professional services		299		387
Other accrued liabilities		4,354		2,434
Total	$	7,581	$	5,241

4. Intangibles

Intangible assets as of September 30, 2023 and December 31, 2022 consist of following (in thousands):

		September 30, 2023						December 31, 2022
		Gross Amount		Accumulated Amortization		Net Carrying Value		Gross Amount		Accumulated Amortization		Net Carrying Value
Indefinite-Lived intangible assets	$	3,467	$	—	$	3,467	$	3,467	$	—	$	3,467
Acquired Software		6,983		1,911		5,072		6,999		1,561		5,438
Acquired Technology		575		44		531		580		8		572
Internal Use Software		2,326		1,047		1,279		1,560		640		920
Total	$	13,351	$	3,002	$	10,349	$	12,606	$	2,209	$	10,397

The weighted average remaining useful lives of acquired software and acquired technology were 11.08 years as of September 30, 2023.

Amortization expense on intangibles assets was $0.3 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively. Amortization expense on intangibles assets was $0.8 million and $0.2 million for the nine months ended September 30, 2023 and 2022, respectively. Future amortization is expected as follows:

2023	$	270
2024		1,012
2025		950
2026		712
2027 and thereafter		3,938
	$	6,882

5. Equity Method Investment

As of September 30, 2023, the Company’s total ownership of MetCom Inc., a privately-owned Japanese joint stock company (kabushiki kaisha) (“MetCom”), consisted of 702,334 shares representing ownership of 14.8%. The Company provides licenses to its technology, infrastructure and subscriber equipment to MetCom to support MetCom’s efforts in commercializing terrestrial positioning technology (both TerraPoiNT and Pinnacle) in Japan. Due to the technological dependencies, the Company’s equity ownership and representation on MetCom’s board of directors, the Company has significant influence, but not controlling interest, over MetCom. The Company’s investment in MetCom is accounted for under the equity method. The basis difference in the Company’s cost basis and the basis reflected at the investee entity level is allocated to equity method goodwill and is not amortized. The Company recognized a loss of $157 thousand in the nine months ended September 30, 2023 that is recorded in other income (expenses). The carrying value of the Company’s investment in MetCom was $738 thousand as of September 30, 2023 and is classified in other long-term assets. The Company had $46 thousand and $279 thousand in accounts receivable from MetCom as of September 30, 2023 and December 31, 2022, respectively.

The Company holds a warrant (the “MetCom Warrant”) issued by MetCom which entitles the Company to purchase additional shares at an exercise price of JPY10 per share, such that the Company may obtain an aggregate total of 33% of MetCom common stock on an “as-converted” basis. The MetCom Warrant is subject to certain vesting conditions which were not met as of September 30, 2023; therefore, the Warrant was not exercisable.

6. 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)
September 30, 2023
Cash and Cash Equivalents - Money Market Funds	$	806	$	—	$	—	$	806
Cash and Cash Equivalents - U.S. Government Agency Bonds		—		86,307		—		86,307
Short term investments - U.S. Government Agency Bonds		—		6,962		—		6,962
Private Placement Warrants		—		—		14,000		14,000

December 31, 2022
Cash and Cash Equivalents - Money Market Funds	$	95	$	—	$	—	$	95
Cash and Cash Equivalents - U.S. Government Agency Bonds		—		36,509		—		36,509
Short term investments - U.S. Government Agency Bonds		—		8,216		—		8,216
Private Placement Warrants	$	—	$	—	$	4,200	$	4,200

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.

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

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 September 30, 2023 and December 31, 2022, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model:

	September 30, 2023			December 31, 2022
	Values			Values
Stock Price	$	5.14		$	2.93
Strike price	$	11.50		$	11.50
Holding Period/Term (years)		3.08			3.82
Volatility		72.50	%		62.00	%
Expected dividends		None			None
Risk-Free Rate		4.79	%		4.13	%
Fair value of warrants	$	1.60		$	0.48

The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3).

Warrants:	(in thousands)
Balance as of December 31, 2022	$	4,200
Fair value adjustment of Private Placement Warrants		9,800
Balance as of September 30, 2023	$	14,000

7. Long term debt, net

On May 9, 2023 (the “Initial Closing”), pursuant to the terms of the Notes Purchase Agreement (the “NPA”) and Indenture Agreement (the “Indenture”), the Company issued $50.0 million senior secured notes (the “Notes”) with a fixed interest rate of 10% to a group of lenders (the “Lenders”) including Whitebox Advisors LLC, Susquehanna International Group, and Clutterbuck Capital Management. The Notes will mature on December 1, 2026 with interest payable semi-annually in arrears on June 1 and December 1 of each year. The Company may elect, in its sole discretion, to pay up to 50% of the accrued and unpaid interest on the Notes due with its common stock.

Under the NPA, the Lenders had the right, but not the obligation, to purchase additional Notes (the “Additional Notes”), on a pro rata basis, in an aggregate principal amount of $20.0 million, to be exercisable within 30 days of the Initial Closing. Subsequent to the Initial Closing, on June 8, 2023, the note purchasers elected to purchase such Additional Notes an aggregate principal amount of $20.0 million in senior secured notes due 2026. The Additional Notes were issued on July 6, 2023. The terms and conditions of the Additional Notes are the same as the original Notes.

In conjunction with the issuance of Notes, the Company issued 18,518,520 warrants (the “Initial Warrants”) at an exercise price of $2.16 per share and with the issuance of Additional Notes on July 6, 2023, the Company issued 7,407,407 warrants (the “Additional Warrants,” together with the Initial Warrants, the “Debt Warrants”) at an exercise price of $2.16 per share to purchase Company’s common stock to the Lenders. The Company has the right to redeem for cash the applicable pro rata portion of any Debt Warrant on each of May 1, 2025, September 1, 2025 and December 1, 2025, in each case, at a redemption price of $0.01 per share of underlying common stock, where there exists both a Funding Shortfall (as defined in the Debt Warrants) and the market price of the underlying common stock, calculated in accordance with the provisions of the Debt Warrants, exceeds 130% of the exercise price of the Debt Warrants. The fair value of the Initial Warrants and the Additional Warrants was $14.6 million and $8.2 million, respectively, on the issuance date and was classified as debt discount. The fair value was determined based on no observable pricing inputs in the market and is categorized accordingly as Level 3 in the fair value hierarchy. The Company agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), registering the resale of the Debt Warrants and the shares of common stock underlying the Debt Warrants within 35 business days of the Initial Closing. The Company filed such registration statement with the SEC on June 23, 2023, which the SEC declared effective on June 29, 2023.

The carrying value of the Notes was $47.1 million as of September 30, 2023 net of debt discount of $22.9 million. Net amortization of the debt discount totaled $1.8 million for the nine months ended September 30, 2023. The total estimated fair value of the Notes approximates the carrying value of the Notes as of September 30, 2023. The fair value was determined based on no observable pricing inputs in the market and is categorized accordingly as Level 3 in the fair value hierarchy.

Additional Interests

The Notes are subject to additional interest of up to 0.50% per annum if (i) the Company fails to timely make certain required filings with the Securities and Exchange Commission, until such filings are made, or (ii) the Notes are not otherwise freely tradeable under Rule 144 under the Securities Act.

Redemption and Early Repayment

The Company may redeem the Notes, in whole or in part, at any time on or after May 9, 2024 at a redemption price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest.

In the event of certain non-ordinary course asset sales, including sales of certain intellectual property or spectrum licensed by the FCC to the Company or its subsidiaries, the Company must make a mandatory repurchase offer for a portion of the Notes outstanding with the proceeds of such sale, at a price equal to 100% of the aggregate principal amount of the Notes with accrued and unpaid interest, subject to certain thresholds and limitations set forth in the Indenture.

In the event of a change of control, each holder has the right, at such holder’s option and subject to the limitations set forth in the Indenture, to require the Company to repurchase for cash all or any portion of such holder’s Notes at a price equal to 101% of the aggregate principal amount with accrued and unpaid interest.

Debt Covenant Compliance

The Notes are guaranteed on a first lien senior secured basis by NextNav’s domestic subsidiaries and secured by substantially all of the assets of the Company and its domestic subsidiaries.

The Indenture contains customary covenants limiting the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; and merge or consolidate or sell all or substantially all of its assets. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding and additional interest of up to 2.00% per annum under the Indenture.

As of September 30, 2023, the Company was in compliance with all of the applicable debt covenants described above.

8. Warrants and Warrant Liability

As of September 30, 2023, NextNav had 44,267,686 warrants outstanding including: (a) 9,999,990 public warrants sold in connection with Spartacus’ initial public offering (the “Public Warrants”); (b) 8,750,000 warrants issued in a private placement on the initial public offering closing date (the “Private Placement Warrants”); and (c) 25,517,696 the Debt Warrants, as further described in Note 7.

Holders of the Public Warrants, Private Placement Warrants and Debt 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 one share at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants expire on October 28, 2026. With respect to the Debt Warrants, each warrant entitles the registered holder to purchase one share at an exercise price of $2.16 per share. The Debt Warrants expire on June 1, 2027.

NextNav has the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sales price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which NextNav sends the notice of redemption to the warrant holders.

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.

The Company has the right to redeem for cash the applicable pro rata portion of any Debt Warrant on each of May 1, 2025, September 1, 2025 and December 1, 2025, in each case, at a redemption price of $0.01 per share of underlying common stock, where there exists both a Funding Shortfall (as defined in the Debt Warrant) and the market price of the underlying common stock, calculated in accordance with the provisions of the Debt Warrants, exceeds 130% of the exercise price of the Warrants. The fair value of the Debt Warrants was $22.8 million on the issuance date and was classified as debt discount. The fair value was determined based on no observable pricing inputs in the market and is categorized accordingly as Level 3 in the fair value hierarchy. The Company agreed to file a registration statement under the Securities Act, registering the resale of the Debt Warrants and the shares of common stock underlying the Debt Warrants within 35 business days of the Initial Closing. The Company filed such registration statement with the SEC on June 23, 2023, which the SEC declared effective on June 29, 2023.

9. Common Stock

As of September 30, 2023, NextNav had authorized the issuance of 600,000,000 shares of capital stock, par value, 0.0001 per share, consisting of (a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock. As of September 30, 2023, NextNav had 108,977,489 shares of common stock issued and 108,976,312 shares of common stock outstanding.

10. 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 September 30, 2023, 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.

11. 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, which results in an annualized effective tax rate for the Company’s U.S. operations of 0%. During Q2 of 2023 a valuation allowance was established against the Company’s French deferred tax asset. For the three months ended September 30, 2023, the Company recorded an income tax provision of $24 thousand related to foreign tax activity on a pretax loss of $23.2 million, resulting in an effective tax rate of (0.10)%. For the three months ended September 30, 2022, the Company recorded an income tax provision of $15 thousand related to foreign tax activity on a pretax income of $18.7 million, resulting in an effective tax rate of (0.08)%. For the nine months ended September 30, 2023, the Company recorded an income tax provision of $159 thousand related to foreign tax activity on a pretax loss of $55.2 million, resulting in an effective tax rate of (0.3)%. For the nine months ended September 30, 2022, the Company recorded an income tax provision of $41 thousand related to foreign tax activity on a pretax loss of $27.6 million, resulting in an effective tax rate of (0.1)%. These effective tax rates differ from the U.S. federal statutory rate primarily due to the valuation allowance against the Company’s domestic and French deferred tax assets.

12. 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.

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, 2022. Our 2022 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 2022 Form 10-K and Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quartered ended March 31, 2023, 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 next generation PNT solutions that overcome the limitations of existing space-based GPS. Our solutions are built on a robust asset platform including 8MHz of nearly nationwide wireless spectrum in the 900MHz band, intellectual property and deployed network systems. The world increasingly requires more accurate and resilient PNT capabilities. Public safety, autonomous vehicles, electric vertical takeoff and landing vehicles (“eVTOLs”), unmanned aerial vehicles (“UAVs”), and the app economy all require precise 3D location solutions.

In early 2021, we launched the first element of our next generation GPS service, through initial commercial availability of our nationwide Pinnacle network, deployed in partnership with AT&T Services, Inc. (“AT&T”). The Pinnacle network provides “floor-level” altitude data to over 90% of commercial structures over three stories in the U.S. Pinnacle is being utilized by FirstNet® for public safety. We are currently providing services to Verizon Communications, Inc. (“Verizon”) as a customer for enhanced 911 (“E911”) services, using our Pinnacle 911 solution, and service is being provided to handsets operating on other national wireless carrier networks. Pinnacle has also been adopted by a growing number of public safety apps, commercial apps and app development platforms, including CRG, GeoComm, Rapid Deploy, Central Square, NGA 911,and Qualcomm. We believe that ramp up of customers using our existing Pinnacle network will support revenue growth over the coming years.

We will be extending our capabilities by expanding the deployment of our TerraPoiNT system, which is a nationwide network that is designed to overcome the inherent limitations of traditional GPS. TerraPoiNT includes a network of specialized wide area location transmitters that broadcast an encrypted PNT signal on our licensed 900MHz LMS spectrum with a signal that is 100,000 times stronger than GPS. TerraPoiNT is well suited for urban and indoor environments where existing GPS signals are either distorted or blocked all together. In addition, TerraPoiNT provides redundancy for GPS, which is vulnerable to spoofing and jamming. GPS redundancy is increasingly a U.S. national security priority and is a rising priority in the other parts of the world. Critical infrastructure, including communications networks and power grids, require a reliable GPS signal for accurate timing. A failure of GPS would be catastrophic, and there is no back-up system today.

Since the inception of NextNav, LLC in 2007, we have secured valuable FCC licenses covering over 90% of the U.S. population for a continuous 8MHz band of nearly nationwide 900MHz spectrum, filed more than 175 patents related to our systems and services, deployed the nationwide Pinnacle network and launched commercial service. In addition, we have deployed our TerraPoiNT solution in 88 markets, and TerraPoiNT received the highest scores in testing by the U.S. Department of Transportation of potential PNT back-up solutions.

In October 2022, we acquired Nestwave SAS (“Nestwave”). We expect the integration of the Nestwave technology to significantly reduce the capital and operating expenditures associated with a national deployment of a TerraPoiNT network. In addition, Nestwave’s technology could result in a significant improvement in the spectral efficiency of our radio transmissions, which may allow us to offer an expanded suite of PNT and data services.

Macroeconomic Factors

We are aware that network deployment projects are experiencing delays in schedules and potential cost increases due to a tight labor supply in the field services market. While the impact of this supply constraint is not material to our network projects at this time, we continue to carefully manage labor and materials supply matters. Additionally, there is an increased risk of financial market disruption. Management continues to actively monitor our financial condition, liquidity, operations, suppliers, industry and workforce. We expect these macroeconomic factors and their effects on our operations to continue through the remainder of 2023.

Key Components of Results of Operations

Revenue

We have generated limited revenue since our inception. We derive our revenue from “floor-level” altitude location data, and related products and services as well as from other 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, and professional services related to the maintenance of the equipment at each leased site. We expect our operations costs to increase for the foreseeable future as we continue to invest in the expansion of our Pinnacle and TerraPoiNT networks 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, cloud hosting costs, and software licensing 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 products and future products.

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, 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. As a result, we expect our selling, general and administrative expenses will increase in absolute dollars, subject to underlying variability in stock-based compensation, but may fluctuate as a percentage of total revenue over time.

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, 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 September 30,						Nine months ended September 30,
	2023			2022			2023			2022
	(in thousands)							(in thousands)
Revenue	$	1,027		$	503		$	2,657		$	3,123
Operating expense:
Cost of goods sold (1)		3,232			2,830			9,397			8,868
Research and development (1)		5,007			4,567			14,579			12,725
Selling, general and administrative (1)		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	)
Interest income (expense)		(1,740	)		336			(1,614	)		445
Other income (expense)		(6,836	)		(1,114	)		(9,966	)		22,983
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	)

(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:

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	(in thousands)				(in thousands)
Cost of goods sold	$	561	$	531	$	1,705	$	1,714
Research and development		1,843		1,415		5,201		4,715
Selling, general and administrative		2,003		4,689		5,737		14,164
Total stock-based compensation expense	$	4,407	$	6,635	$	12,643	$	20,593

Comparison of the Three Months Ended September 30, 2023 and 2022

Revenue

	Three months ended September 30,
	2023		2022		$ Change		% Change
	(in thousands)
Revenue	$	1,027	$	503	$	524		104.2	%

Revenue increased by $0.5 million, or 104.2%, to $1.0 million for the three months ended September 30, 2023 from $0.5 million for the three months ended September 30, 2022. The increase was driven by an increase in recurring service revenue from technology and services contracts with commercial customers. For the three months ended September 30, 2023 one customer accounted for 69% of total revenue, another customer accounted for 15% of total revenue, and a third customer accounted for 11% of total revenue. For the three months ended September 30, 2022, one customer accounted for 95% of total revenue.

Operating Expense

Cost of Goods Sold (COGS)

	Three months ended September 30,
	2023		2022		$ Change		% Change
	(in thousands)
COGS	$	3,232	$	2,830	$	402		14.2	%

COGS increased by $0.4 million, or 14.2%, to $3.2 million for the three months ended September 30, 2023 from $2.8 million for the three months ended September 30, 2022. The increase was primarily driven by increase in site rent expense due to deployment of new sites in 2023 and related maintenance cost.

Research and Development

	Three months ended September 30,
	2023		2022		$ Change		% Change
	(in thousands)
Research and development	$	5,007	$	4,567	$	440		9.6	%

Research and development expenses increased by $0.4 million, or 9.6%, to $5.0 million for the three months ended September 30, 2023 from $4.6 million for the three months ended September 30, 2022. The increase was primarily driven by a $0.4 million increase in stock-based compensation and a $0.2 million increase in operational and maintenance cost. The increases were partially offset by a $0.2 million decrease in software license expenses.

Selling, General and Administrative

	Three months ended September 30,
	2023		2022		$ Change			% Change
	(in thousands)
Selling, general and administrative	$	6,152	$	10,152	$	(4,000	)		(39.4	)%

Selling, general and administrative expenses decreased by $4.0 million, or 39.4%, to $6.2 million for the three months ended September 30, 2023 from $10.2 million for the three months ended September 30, 2022. The decrease was primarily driven by a $2.7 million decrease in stock-based compensation, a $0.6 million decrease in professional services, a $0.3 million decrease in outside consulting expenses, a $0.2 million decrease in marketing and recruiting cost and a $0.2 million decrease in directors’ and officers’ insurance.

Depreciation and Amortization

	Three months ended September 30,
	2023		2022		$ Change		% Change
	(in thousands)
Depreciation and amortization	$	1,256	$	891	$	365		41.0	%

Depreciation and amortization expenses increased by $0.4 million, or 41%, to $1.3 million for the three months ended September 30, 2023 from $0.9 million for the three months ended September 30, 2022. The increase in depreciation and amortization expense is primarily attributable to placing Pinnacle and TerraPoiNT network assets in service since the third quarter of 2022 and amortization related to acquired intangibles in fourth quarter of 2022.

Interest Income (Expense)

	Three months ended September 30,
	2023			2022		$ Change			% Change
	(in thousands)
Interest income (expense)	$	(1,740	)	$	336	$	(2,076	)		(617.9	)%

Interest expense for the three months ended September 30, 2023 was $2.9 million whereas interest income was $1.2 million resulting in net interest expense of $1.7 million for the three months ended September 30, 2023 compared with interest income of $0.3 million for the three months ended September 30, 2022. The increase in interest expense was due to interest and amortization of debt discounts on our senior secured notes issued during 2023.

Other Expense

	Three months ended September 30,
	2023			2022			$ Change			% Change
	(in thousands)
Other expense	$	(6,836	)	$	(1,114	)	$	(5,722	)		513.6	%

Other expense was $6.8 million for the three months ended September 30, 2023 compared with other expense of $1.1 million for the three months ended September 30, 2022. The change was primarily driven by the change in the fair value of warrants.

Comparison of the Nine Months Ended September 30, 2023 and 2022

Revenue

	Nine months ended September 30,
	2023		2022		$ Change			% Change
	(in thousands)
Revenue	$	2,657	$	3,123	$	(466	)		(14.9	)%

Revenue decreased by $0.5 million, or 14.9%, to $2.7 million for the nine months ended September 30, 2023 from $3.1 million for the nine months ended September 30, 2022. The decrease was driven by decreased integration revenue, partially offset by increased recurring service revenue from technology and services contracts with commercial customers. For the nine months ended September 30, 2023 and 2022, one customer accounted for 80% and 91% of total revenue, respectively.

Operating Expense

Cost of Goods Sold (COGS)

	Nine months ended September 30,
	2023		2022		$ Change		% Change
	(in thousands)
COGS	$	9,397	$	8,868	$	529		6.0	%

COGS increased by $0.5 million, or 6%, to $9.4 million for the nine months ended September 30, 2023 from $8.9 million for the nine months ended September 30, 2022. The increase was primarily driven by a $0.6 million related to increase in site rent expense due to deployment of new sites in 2023 and a $0.2 million increase in software license expenses. The increases were partially offset by a $0.3 million decrease in payroll-related expenses, outside consulting expenses and operational and maintenance cost.

Research and Development

	Nine months ended September 30,
	2023		2022		$ Change		% Change
	(in thousands)
Research and development	$	14,579	$	12,725	$	1,854		14.6	%

Research and development expenses increased by $1.9 million, or 14.6%, to $14.6 million for the nine months ended September 30, 2023 from $12.7 million for the nine months ended September 30, 2022. The increase was primarily driven by a $0.9 million increase in payroll-related expenses, a $0.5 million increase in stock-based compensation, a $0.4 million increase in operational and maintenance cost, $0.2 million increase in software license fee and a $0.1 million increase in professional services. The increases were partially offset by a $0.2 million decrease in outside consulting expenses.

Selling, General and Administrative

	Nine months ended September 30,
	2023		2022		$ Change			% Change
	(in thousands)
Selling, general and administrative	$	18,722	$	29,874	$	(11,152	)		(37.3	)%

Selling, general and administrative expenses decreased by $11.2 million, or 37.3%, to $18.7 million for the nine months ended September 30, 2023 from $29.9 million for the nine months ended September 30, 2022. The decrease was primarily driven by an $8.4 million decrease in stock-based compensation, a $0.8 million decrease in directors’ and officers’ insurance, a $0.7 million decrease in outside consulting expenses, a $0.7 million decrease in professional services, and a $0.4 million decrease in marketing and recruiting cost, and a $0.3 million decrease in payroll-related expenses. The decreases were partially offset by a $0.2 million increase in operational and maintenance cost.

Depreciation and Amortization

	Nine months ended September 30,
	2023		2022		$ Change		% Change
	(in thousands)
Depreciation and amortization	$	3,559	$	2,657	$	902		33.9	%

Depreciation and amortization expenses increased by $0.9 million, or 33.9%, to $3.6 million for the nine months ended September 30, 2023 from $2.7 million for the nine months ended September 30, 2022. The increase in depreciation and amortization expense was primarily attributable to placing Pinnacle and TerraPoiNT network assets in service since the third quarter of 2022 and amortization related to acquired intangibles in fourth quarter of 2022.

Interest Income (Expense)

	Nine months ended September 30,
	2023			2022		$ Change			% Change
	(in thousands)
Interest income (expense)	$	(1,614	)	$	445	$	(2,059	)		(462.7	)%

Interest expense for the nine months ended September 30, 2023 was $4.2 million whereas interest income was $2.6 million resulting in net interest expense of $1.6 million for the nine months ended September 30, 2023 compared with interest income of $0.4 million for the nine months ended September 30, 2022. The increase in interest expense was due to interest and amortization of debt discounts on our senior secured notes issued during 2023.

Other Income (Expense)

	Nine months ended September 30,
	2023			2022		$ Change			% Change
	(in thousands)
Other income (expense)	$	(9,966	)	$	22,983	$	(32,949	)		(143.4	)%

Other expense was $10.0 million for the nine months ended September 30, 2023 compared with other income of $23.0 million for the nine months ended September 30, 2022. The change in other income was primarily driven by the change in the fair value of warrants.

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 nine months ended September 30, 2023 and 2022, we incurred net losses of $55.3 million and $27.6 million, respectively. During the nine months ended September 30, 2023, our net cash used in operating activities and investing activities was $24.6 million and $1.5 million, respectively. During the nine months ended September 30, 2022, our net cash used in operating activities and investing activities was $25.2 million and $11.3 million, respectively. As of September 30, 2023, we had cash and cash equivalents and marketable securities of $97.1 million and an accumulated deficit of $743.8 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 the expansion of the TerraPoiNT network.

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 September 30, 2023 will be sufficient to meet our working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months. 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 projections and is subject to changes in market and business conditions.

In 2023, we issued $70.0 million senior secured notes with a fixed interest rate of 10% to the Lenders. The Notes will mature on December 1, 2026 with interest payable semi-annually in arrears on June 1 and December 1 of each year. We may elect, in its sole discretion, to pay up to 50% of the accrued and unpaid interest on the senior secured notes due with its common stock. Refer to Note 7 to our condensed consolidated financial statements for the three and nine months ended September 30, 2023 included elsewhere in this Quarterly Report on Form 10-Q.

Cash Flows

The following table summarizes our cash flows for the period indicated:

	Nine Months Ended September 30,
	2023			2022
	(in thousands)
Net cash (used in) operating activities	$	(24,607	)	$	(25,185	)
Net cash (used in) investing activities		(1,494	)		(11,297	)
Net cash provided by financing activities		69,005			44

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 nine months ended September 30, 2023 was $24.6 million, resulting primarily from a net loss of $55.3 million adjusted for non-cash charges of $12.6 million for stock-based compensation, non-cash expense of $9.8 million for change in the fair value of warrant liability, $3.6 million for depreciation and amortization, $1.8 million for amortization of debt discount, $0.5 million realized and unrealized gain on marketable securities, $0.2 million for equity method investment loss, and $0.1 million in asset retirement obligation accretion expense. Additionally, there was a net increase in operating liabilities of $3.3 million.

Net cash used in operating activities during the nine months ended September 30, 2022 was $25.2 million, resulting primarily from a net loss of $27.6 million adjusted for non-cash charges of $20.6 million for stock-based compensation, $2.7 million for depreciation and amortization, and non-cash income of $23.2 million for change in the fair value of warrant liability. Additionally, there was a net increase in operating assets and liabilities of $2.2 million.

Cash Flows from Investing Activities

Net cash used by investing activities during the nine months ended September 30, 2023 was $1.5 million, representing sale and maturity of marketable securities, net of purchase of marketable securities, and cash used for property and equipment primarily related to the deployment of the Pinnacle and TerraPoiNT network and internal use software.

Net cash used in investing activities during the nine months ended September 30, 2022 was $11.3 million, representing additions to property, equipment and related installation costs primarily related to the deployment of the Pinnacle Network.

Cash Flows from Financing Activities

Net cash provided by financing activities during the nine months ended September 30, 2023 was $69.0 million, primarily reflecting cash proceeds from issuance of senior secured notes, net of debt issuance cost.

Net cash provided by financing activities during the nine months ended September 30, 2022 was $44 thousands primarily reflecting cash proceeds from 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 2022 Form 10-K and Note 2 to our condensed consolidated financial statements for the three and nine months ended September 30, 2023 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 and nine months ended September 30, 2023 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 2022 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 Company 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 September 30, 2023. 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 September 30, 2023.

Changes in Internal Control over Financial Reporting

As a result of the acquisition of Nestwave, we have incorporated internal controls over significant processes specific to the acquisition that we believe to be appropriate and necessary in consideration of the level of related integration. As the post-closing integration continues, we will continue to review such internal controls and processes and may take further steps to integrate such controls and processes with those of the Company.

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023 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.

Item 1A. Risk Factors

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, 2022 filed with SEC on March 30, 2023, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities

None.

(b) Use of Proceeds from Sale of Registered Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit Number		Description
3.1*		Amended and Restated Certificate of Incorporation of NextNav Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by NextNav Inc. on November 2, 2021).
3.2*		Bylaws of NextNav Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by NextNav Inc. on October 28, 2021).
31.1		Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Chief Executive Officer & Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed previously.

	**	Furnished herewith.

SIGNATURES

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.

	NEXTNAV INC.

Date: November 8, 2023	By:	/s/ Christian D. Gates
	Name:	Christian D. Gates
	Title:	Chief Financial Officer and Principal Financial Officer

Date: November 8, 2023	By:	/s/ Sammaad R. Shams
	Name:	Sammaad R. Shams
	Title:	Corporate Accounting Officer and Principal Accounting Officer

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EX-31.1 7 ex311_1.htm EXHIBIT 31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Ganesh Pattabiraman, certify that:

I have reviewed this Quarterly Report on Form 10-Q of NextNav Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Ganesh Pattabiraman
Name: Ganesh Pattabiraman
Title: President and Chief Executive Officer

Date: November 8, 2023

EX-31.2 8 ex312_2.htm EXHIBIT 31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christian D. Gates, certify that:

I have reviewed this Quarterly Report on Form 10-Q of NextNav Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

Date: November 8, 2023

EX-32.1 9 ex321_3.htm EXHIBIT 32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of NextNav Inc. (the “Company”) for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge, on the date hereof:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 8, 2023

	/s/ Ganesh Pattabiraman
	Name:	Ganesh Pattabiraman
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Dated: November 8, 2023

	/s/ Christian D. Gates
	Name:	Christian D. Gates
	Title:	Chief Financial Officer
		(Principal Financial Officer)