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 ~~June~~September 30, 2022

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

For the transition period from _____ to _____

Commission File Number: 001-40985

NextNav Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

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

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

There were ~~101,390,237~~106,384,109 shares of the registrant’s common stock outstanding as of ~~August 5,~~November 4, 2022.

NEXTNAV INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2022

	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	1516
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	2425
	Item 4. Controls and Procedures	2425
Part II. OTHER INFORMATION		2526
	Item 1. Legal Proceedings	2526
	Item 1A. Risk Factors	2526
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2627
	Item 3. Defaults Upon Senior Securities	2627
	Item 4. Mine Safety Disclosures	2627
	Item 5. Other Information	2627
	Item 6. Exhibits	2728
Signatures		2829

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1034, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “anticipate,” “believe,” “expect,” “intends,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements may relate to, but are not limited to: expectations regarding our strategies and future financial performance, including future business plans or objectives, the successful integration of acquired businesses, expected functionality of our geolocation services, anticipated timing and level of deployment of our services, anticipated demand and acceptance of our services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance our research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenue, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives; our ability to recognize the anticipated benefits of the Business Combination (as defined below), 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; 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; our ability to develop and maintain effective internal controls; our success in recruiting and/or retaining officers, key employees or directors; expansion plans and opportunities; costs related to being a public company; our ability to maintain the listing of our securities on Nasdaq; and the outcome of any known and unknown litigation and regulatory proceedings, as well as assumptions relating to the foregoing.

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

For additional information regarding risk factors, see Part II, Item 1A, “Risk Factors” of this quarterly report on Form 10-Q and Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021, 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)

	June 30, 2022 (unaudited)			December 31, 2021			September 30, 2022 (unaudited)			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	82,522		$	100,076		$	63,588		$	100,076
Short term investment								8,173			—
Accounts receivable		971			1,740			1,442			1,740
Other current assets		2,031			4,516			1,693			4,516
Total current assets	$	85,524		$	106,332		$	74,896		$	106,332
Network under construction		1,629			494			2,641			494
Property and equipment, net of accumulated depreciation of $4,330 and $2,714 at June 30, 2022 and December 31, 2021, respectively		20,265			21,757
Property and equipment, net of accumulated depreciation of $5,144 and $2,714 at September 30, 2022 and December 31, 2021, respectively								19,458			21,757
Operating lease right-of-use assets		11,457			0—			10,817			—
Intangible assets		4,098			4,095			4,149			4,095
Other assets		976			4,145			1,915			4,145
Total assets	$	123,949		$	136,823		$	113,876		$	136,823

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	437		$	448		$	1,516		$	448
Accrued expenses and other current liabilities		4,254			4,600			4,694			4,600
Operating lease current liabilities		2,970			0—			2,755			—
Deferred revenue		10			1,632			44			1,632
Total current liabilities	$	7,671		$	6,680		$	9,009		$	6,680
Warrants		4,725			28,875			5,687			28,875
Operating lease noncurrent liabilities		5,897			0—			5,606			—
Other long-term liabilities		1,115			1,311			1,133			1,311
Total liabilities	$	19,408		$	36,866		$	21,435		$	36,866

Stockholders’ equity:
Common stock, authorized 500,000,000 shares; 101,386,973 and 96,546,611 shares issued and 101,386,800 and 96,546,611 shares outstanding at June 30, 2022 and December 31, 2021, respectively		11			11
Common stock, authorized 500,000,000 shares; 101,394,335 and 96,546,611 shares issued and 101,393,158 and 96,546,611 shares outstanding at September 30, 2022 and December 31, 2021, respectively								11			11
Additional paid-in capital		761,934			747,928			768,569			747,928
Accumulated other comprehensive loss		(143	)		(121	)		(145	)		(121	)
Accumulated deficit		(657,260	)		(647,861	)		(675,990	)		(647,861	)
Common stock in treasury, at cost; 173 and zero shares at June 30, 2022 and December 31, 2021, respectively		(1	)		0—
Common stock in treasury, at cost; 1,177 and zero shares at September 30, 2022 and December 31, 2021, respectively								(4	)		—
Total stockholders’ equity	$	104,541		$	99,957		$	92,441		$	99,957
Total liabilities and stockholders’ equity	$	123,949		$	136,823		$	113,876		$	136,823

See accompanying notes.

NextNav INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended June 30,							Six Months Ended June 30,					Three Months Ended September 30,							Nine Months Ended September 30,
	2022			2021				2022			2021		2022			2021				2022			2021
Revenue	$	1,421		$	216		$	2,620		$	467		$	503		$	276		$	3,123		$	743
Operating expenses:
Cost of goods sold (exclusive of depreciation and amortization)		3,001			2,202			6,038			9,600			2,830			2,068			8,868			11,668
Research and development		4,170			2,531			8,158			4,914			4,567			1,980			12,725			6,894
Selling, general and administrative		10,382			3,792			19,722			6,529			10,152			2,856			29,874			9,385
Depreciation and amortization		884			328			1,766			671			891			398			2,657			1,069
Total operating expenses		18,437			8,853			35,684			21,714			18,440			7,302			54,124			29,016
Operating loss		(17,016	)		(8,637	)		(33,064	)		(21,247	)		(17,937	)		(7,026	)		(51,001	)		(28,273	)
Other income (expense):
Interest income (expense)		109			(3,077	)		109			(5,858	)		336			(3,041	)		445			(8,899	)
Change in fair value of warrants		17,763			(27,182	)		24,150			(38,841	)		(962	)		(22,343	)		23,188			(61,184	)
Other income (loss), net		(37	)		(66	)		(53	)		(69	)		(152	)		—			(205	)		(69	)
Income (loss) before income taxes		819			(38,962	)		(8,858	)		(66,015	)
Benefit (provision) for income taxes		8			(13	)		(26	)		(28	)
Net income (loss)	$	827		$	(38,975	)	$	(8,884	)	$	(66,043	)
Loss before income taxes														(18,715	)		(32,410	)		(27,573	)		(98,425	)
Provision for income taxes														(15	)		(11	)		(41	)		(40	)
Net loss													$	(18,730	)	$	(32,421	)	$	(27,614	)	$	(98,465	)
Foreign currency translation adjustment		(9	)		1			(22	)		0—			(2	)		(19	)		(24	)		(19	)
Comprehensive income (loss)	$	818		$	(38,974	)	$	(8,906	)	$	(66,043	)
Net income (loss)	$	827		$	(38,975	)		(8,884	)		(66,043	)
Comprehensive loss													$	(18,732	)	$	(32,440	)	$	(27,638	)	$	(98,484	)
Net loss													$	(18,730	)	$	(32,421	)	$	(27,614	)	$	(98,465	)
Change in redemption value of preferred interests		0—			(5,643	)		0—			(13,831	)		—			—			—			(13,831	)
Net income (loss) attributable to common stockholders	$	827		$	(44,618	)	$	(8,884	)	$	(79,874	)
Weighted average of shares outstanding – basic		101,071			7,346			99,886			7,346
Weighted average of shares outstanding – diluted		102,381			7,346			99,886			7,346
Net income (loss) attributable to common stockholders per share - basic	$	0.01		$	(6.07	)	$	(0.09	)	$	(10.87	)
Net income (loss) attributable to common stockholders per share - diluted	$	0.01		$	(6.07	)	$	(0.09	)	$	(10.87	)
Net loss attributable to common stockholders													$	(18,730	)	$	(32,421	)	$	(27,614	)	$	(112,296	)
Weighted average of shares outstanding – basic and diluted														101,397			7,352			98,513			7,348
Net loss attributable to common stockholders per share - basic and diluted													$	(0.18	)	$	(4.41	)	$	(0.28	)	$	(15.28	)

NextNav INC.

CONDENSED Consolidated Statements of Changes in Stockholders’ equity

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

	Redeemable Class C Convertible				Redeemable Class D Convertible				Total Preferred		Class A				Additional						Accumulated Other			Class A Common Stock				Stockholders’			Redeemable Class C Convertible				Redeemable Class D Convertible				Total Preferred		Class A				Additional						Accumulated Other			Class A Common Stock				Stockholders’
	Preferred Units				Preferred Units				Interests		Common Stock				Paid-In			Accumulated			Comprehensive			in Treasury				(Deficit)			Preferred Units				Preferred Units				Interests		Common Stock				Paid-In			Accumulated			Comprehensive			in Treasury				(Deficit)
	Units		Value		Units		Value		Value		Units		Value		Capital			Deficit			(Loss)			Units		Value		Equity			Units		Value		Units		Value		Value		Units		Value		Capital			Deficit			(Loss)			Units		Value		Equity
Balance, December 31, 2020		5,365,566	$	11,879		42,286,068	$	357,725	$	369,604		7,345,733	$	2	$	0—		$	(490,284	)	$	(96	)		0—	$	0—	$	(490,378	)		5,365,566	$	11,879		42,286,068	$	357,725	$	369,604		7,345,733	$	2	$	—		$	(490,284	)	$	(96	)		—	$	—	$	(490,378	)
Equity-based compensation expense		—		0—		—		0—		0—		—		0—		363			0—			0—			—		0—		363			—		—		—		—		—		—		—		363			—			—			—		—		363
Issuance of common warrants		—		0—		—		0—		0—		—		0—		232			0—			0—			—		0—		232			—		—		—		—		—		—		—		232			—			—			—		—		232
Change in redemption value		—		0—		—		8,188		8,188		—		0—		(595	)		(7,593	)		0—			—		0—		(8,188	)		—		—		—		8,188		8,188		—		—		(595	)		(7,593	)		—			—		—		(8,188	)
Net loss		—		0—		—		0—		0—		—		0—		0—			(27,068	)		0—			—		0—		(27,068	)		—		—		—		—		—		—		—		—			(27,068	)		—			—		—		(27,068	)
Foreign currency translation adjustment		—		0—		—		0—		0—		—		0—		0—			0—			(1	)		—		0—		(1	)		—		—		—		—		—		—		—		—			—			(1	)		—		—		(1	)
Balance, March 31, 2021		5,365,566	$	11,879		42,286,068	$	365,913	$	377,792		7,345,733	$	2	$	0—		$	(524,945	)	$	(97	)		0—	$	0—	$	(525,040	)		5,365,566	$	11,879		42,286,068	$	365,913	$	377,792		7,345,733	$	2	$	—		$	(524,945	)	$	(97	)		—	$	—	$	(525,040	)
Equity-based compensation expense		—		0—		—		0—		0—		—		0—		325			0—			0—			—		0—		325			—		—		—		—		—		—		—		325			—			—			—		—		325
Issuance of common warrants		—		0—		—		0—		0—		—		0—		0—			0—			0—			—		0—		0—			—		—		—		—		—		—		—		—			—			—			—		—		—
Change in redemption value		—		0—		—		5,643		5,643		—		0—		(325	)		(5,318	)		0—			—		0—		(5,643	)		—		—		—		5,643		5,643		—		—		(325	)		(5,318	)		—			—		—		(5,643	)
Net loss		—		0—		—		0—		0—		—		0—		0—			(38,975	)		0—			—		0—		(38,975	)		—		—		—		—		—		—		—		—			(38,975	)		—			—		—		(38,975	)
Foreign currency translation adjustment		—		0—		—		0—		0—		—		0—		0—			0—			1			—		0—		1			—		—		—		—		—		—		—		—			—			1			—		—		1
Balance, June 30, 2021		5,365,566	$	11,879		42,286,068	$	371,556	$	383,435		7,345,733	$	2	$	0—		$	(569,238	)	$	(96	)		0—	$	0—	$	(569,332	)		5,365,566	$	11,879		42,286,068	$	371,556	$	383,435		7,345,733	$	2	$	—		$	(569,238	)	$	(96	)		—	$	—	$	(569,332	)
Equity-based compensation expense																																—		—		—		—		—		—		—		345			—			—			—		—		345
Exercise of common stock options																																—		—		—		—		—		13,229		—		2			—			—			—		—		2
Net loss																																—		—		—		—		—		—		—		—			(32,421	)		—			—		—		(32,421	)
Foreign currency translation adjustment																																—		—		—		—		—		—		—		—			—			(19	)		—		—		(19	)
Balance, September 30, 2021																																5,365,566	$	11,879		42,286,068	$	371,556	$	383,435		7,358,962	$	2	$	347		$	(601,659	)	$	(115	)		—	$	—	$	(601,425	)

NextNav INC.

CONDENSED Consolidated Statements of Changes in Stockholders’ equity

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

Redeemable
Class C
Convertible

Redeemable
Class D
Convertible

Total
Preferred

Class A

Additional

Accumulated Other

Class A
Common
Stock

Stockholders’

Preferred Units

Preferred Units

Interests

Common Stock

Paid-In

Accumulated

Comprehensive

in Treasury

(Deficit)

Units

Value

Units

Value

Value

Units

Value

Capital

Deficit

(Loss)

Units

Value

Equity

Balance, December 31, 2021

0—

$
0—

0—

$
0—

$
0—

96,546,611

$
11

$
747,928

$
(647,861
)

$
(121
)

0—

$
0—

$
99,957

Impact from adoption of new accounting standards

—

0—

—

0—

0—

—

0—

0—

(515
)

0—

—

0—

(515
)
Balance, January 1, 2022

0—

0—

0—

0—

0—

96,546,611

$
11

$
747,928

$
(648,376
)

$
(121
)

0—

0—

99,442

Exercise of common stock options

0—

0—

0—

0—

0—

7,325

0—

26

0—

0—

0—

0—

26

Exercise of common warrants

0—

0—

0—

0—

0—

10

0—

0—

0—

0—

0—

0—

0—

Stock-based compensation expense

—

0—

—

0—

0—

—

0—

7,195

0—

0—

—

0—

7,195

Net loss

—

0—

—

0—

0—

—

0—

0—

(9,711
)

0—

—

0—

(9,711
)
Foreign currency translation adjustment

—

0—

—

0—

0—

—

0—

0—

0—

(13
)

—

0—

(13
)
Common stock received for tax withholding

0—

0—

0—

0—

0—

0—

0—

0—

0—

0—

(173
)

(1
)

(1
)
Balance, March 31, 2022

0—

$
0—

0—

$
0—

$
0—

96,553,946

$
11

$
755,149

$
(658,087
)

$
(134
)

(173
)

$
(1
)

$
96,938

Vesting of RSUs

—

—

—

—

—

239,266

—

—

—

—

—

—

—
Issuance of RSUs

—

—

—

—

—

205,850

—

—

—

—

—

—

—
Exercise of common stock options

0—

0—

0—

0—

0—

79,614

0—

22

0—

0—

0—

0—

22
Exercise of common warrants

0—

0—

0—

0—

0—

4,308,297

0—

0—

0—

0—

0—

0—

0—
Stock-based compensation expense

—

0—

—

0—

0—

—

0—

6,763

0—

0—

—

0—

6,763
Net income

—

0—

—

0—

0—

—

0—

0—

827

0—

—

0—

827
Foreign currency translation adjustment

—

0—

—

0—

0—

—

0—

0—

0—

(9 )

—

0—

(9 )
Common stock received for tax withholding

0—

0—

0—

0—

0—

0—

0—

0—

0—

0—

0—

0—

0—

Balance, June 30, 2022

0—

0—

0—

0—

0—

101,386,973

$ 11

$ 761,934

$ (657,260 )
$ (143 )

(173 )
$ (1 )
$ 104,541

	Redeemable Class C Convertible Preferred Units				Redeemable Class D Convertible Preferred Units				Total Preferred Interests		Class A Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Class A Common Stock in Treasury						Stockholders’ (Deficit)
	Units		Value		Units		Value		Value		Units		Value		Capital		Deficit			(Loss)			Units			Value			Equity
Balance, December 31, 2021		—	$	—		—	$	—	$	—		96,546,611	$	11	$	747,928	$	(647,861	)	$	(121	)		—		$	—		$	99,957
Impact from adoption of new accounting standards		—		—		—		—		—		—		—		—		(515	)		—			—			—			(515	)
Balance, January 1, 2022		—		—		—		—		—		96,546,611		11		747,928		(648,376	)		(121	)		—			—			99,442
Exercise of common stock options		—		—		—		—		—		7,325		—		26		—			—			—			—			26
Exercise of common warrants		—		—		—		—		—		10		—		—		—			—			—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—		7,195		—			—			—			—			7,195
Net loss		—		—		—		—		—		—		—		—		(9,711	)		—			—			—			(9,711	)
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—			(13	)		—			—			(13	)
Common stock received for tax withholding		—		—		—		—		—		—		—		—		—			—			(173	)		(1	)		(1	)
Balance, March 31, 2022		—	$	—		—	$	—	$	—		96,553,946	$	11	$	755,149	$	(658,087	)	$	(134	)		(173	)	$	(1	)	$	96,938
Vesting of RSUs		—		—		—		—		—		239,266		—		—		—			—			—			—			—
Issuance of RSAs		—		—		—		—		—		205,850		—		—		—			—			—			—			—
Exercise of common stock options		—		—		—		—		—		79,614		—		22		—			—			—			—			22
Exercise of common warrants		—		—		—		—		—		4,308,297		—		—		—			—			—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—		6,763		—			—			—			—			6,763
Net income		—		—		—		—		—		—		—		—		827			—			—			—			827
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—			(9	)		—			—			(9	)
Balance, June 30, 2022		—	$	—		—	$	—	$	—		101,386,973	$	11	$	761,934	$	(657,260	)	$	(143	)		(173	)	$	(1	)	$	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
Net loss		—		—		—		—		—		—		—		—		(18,730	)		—			—			—			(18,730	)
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—			(2	)		—			—			(2	)
Common stock received for tax withholding		—		—		—		—		—		—		—		—		—			—			(1,004	)		(3	)		(3	)
Balance, September 30, 2022		—	$	—		—	$	—	$	—		101,394,335	$	11	$	768,569	$	(675,990	)	$	(145	)		(1,177	)	$	(4	)	$	92,441

NextNav INC.

CONDENSED Consolidated Statements of Cash Flows

(UNAUDITED)

(IN THOUSANDS)

	Six Months Ended June 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Operating activities
Net loss	$	(8,884	)	$	(66,043	)	$	(27,614	)	$	(98,465	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,766			671			2,657			1,069
Equity-based compensation		13,958			688			20,593			1,033
Change in fair value of warranty liability		(24,150	)		38,841			(23,188	)		61,184
Equity method investment loss								175			—
Asset retirement obligation accretion								41			56
Fixed asset write-off		0—			64			—			66
Issuance of warrants for rent expense		0—			5,504			—			5,504
Asset retirement obligation accretion		26			28
Amortization of debt issuance costs and discount		0—			461			—			671
Accrued payment in kind (“PIK”) interest on debt		0—			2,605			—			4,231
Changes in operating assets and liabilities:
Accounts receivable		769			0—			298			—
Other current assets		1,647			(5,384	)		1,996			(4,074	)
Other assets		56			0—			68			(3,276	)
Accounts payable		(11	)		1,420			1,068			1,148
Deferred revenue		(1,622	)		0—			(1,588	)		—
Accrued expenses and other liabilities		(597	)		(514	)		(92	)		1,424
Operating lease right-of-use assets and liabilities		268			0—			401			—
Net cash used in operating activities		(16,774	)		(21,659	)		(25,185	)		(29,429	)

Investing activities
Capitalization of costs and purchases of network assets, property, and equipment		(634	)		(889	)		(1,720	)		(857	)
Purchase of internal use software		(151	)		(29	)		(279	)		(197	)
Purchase of equity method investment								(1,125	)		—
Purchase of marketable securities								(8,173	)		—
Net cash used in investing activities		(785	)		(918	)		(11,297	)		(1,054	)

Financing activities
Proceeds from senior secured loan		0—			16,647			—			18,467
Proceeds from exercise of stock options		48			0—			48			2
Repurchase of common stocks (withholding taxes)		(1	)		0—			(4	)		—
Net cash provided by financing activities		47			16,647			44			18,469
Effect of exchange rates on cash, cash equivalents and restricted cash		(42	)		0—			(50	)		(14	)
Net decrease in cash, cash equivalents and restricted cash		(17,554	)		(5,930	)		(36,488	)		(12,028	)
Cash, cash equivalents and restricted cash at beginning of period		100,076			13,669			100,076			13,669
Cash, cash equivalents and restricted cash at end of period	$	82,522		$	7,739		$	63,588		$	1,641

Non-cash financing information
Capital expenditure included in accounts payable	$	501		$	0—		$	427		$	112
Issuance of warrants	$	0—		$	5,504		$	—		$	5,504

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.

The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Holdings. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively restated in accordance with Accounting Standards Codification 805, Business Combinations.

Unaudited Interim Financial Information

The condensed consolidated financial statements as of ~~June~~September 30, 2022 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, 2021 (the “2021 Form 10-K”), which the Company filed with the SEC on March 23, 2022.

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 ~~balance sheets,~~financial position as of September 30, 2022, results of operations for the three and nine months ended September 30, 2022 and 2021, and changes in stockholders' equity and cash flows for the ~~three-month periods,~~nine months ended September 30, 2022 and 2021, 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 2021 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.

Revenue

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

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021		2022		2021		2022		2021
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
Commercial	$	1,302	$	205	$	2,482	$	205	$	488	$	190	$	2,970	$	395
Government contracts		7		5		17		256		7		65		24		321
Equipment sales		112		6		121		6		8		21		129		27
Total revenue	$	1,421	$	216	$	2,620	$	467	$	503	$	276	$	3,123	$	743

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 ~~June~~September 30, 2022 and December 31, 2021, the Company’s accounts receivable balances were comprised of $~~1.0~~$1.4 million and $~~1.7~~$1.7 million, respectively.

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 ~~June~~September 30, 2022 and December 31, 2021, the Company’s contract liabilities were $10$44 thousand and $~~1.6~~$1.6 million, 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 June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021		2022		2021		2022		2021
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
Cost of goods sold	$	539	$	54	$	1,183	$	54	$	531	$	81	$	1,714	$	134
Research and development		1,506		128		3,300		272		1,415		136		4,715		409
Selling, general and administrative		4,718		143		9,475		362		4,689		128		14,164		490
Total stock-based compensation expense	$	6,763	$	325	$	13,958	$	688	$	6,635	$	345	$	20,593	$	1,033

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 June 30,

Six Months Ended June 30,

2022

2021

2022

2021

(in thousands, except per share amounts)

Numerator

Net loss (income)

$ (827 )
$ 38,975

$
8,884

$
66,043
Less: cumulative change in redemption value of preferred units

0—

5,643

0—

13,831
Net loss (income) attributable to common stockholders

$ (827 )
$ 44,618

$
8,884

$
79,874

Denominator

Weighted average shares – basic

101,071

7,346

99,886

7,346

Weighted average shares – diluted

102,381

7,346

99,886

7,346
Basic (earning) loss per share

$ (0.01 )
$ 6.07

$
0.09

$
10.87

Diluted (earning) loss per share
$
(0.01
)
$ 6.07

$
0.09

$ 10.87

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
	(in thousands, except per share amounts)
Numerator
Net loss	$	18,730		$	32,421		$	27,614		$	98,465
Less: cumulative change in redemption value of preferred units		—			—			—			13,831
Net loss attributable to common stockholders	$	18,730		$	32,421		$	27,614		$	112,296

Denominator
Weighted average shares – basic and diluted		101,397			7,352			98,513			7,348
Basic and diluted loss per share	$	(0.18	)	$	(4.41	)	$	(0.28	)	$	(15.28	)

The following details anti-dilutive unvested restricted stock units, as well as the anti-dilutive effects of the outstanding warrants, stock options and preferred units:

	Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended September 30,			Nine Months Ended September 30,
Antidilutive Shares Excluded		2022	2021	2022		2021			2022	2021	2022		2021
	(in thousands)			(in thousands)				(in thousands)			(in thousands)
Warrants		18,750	17,667		18,750		17,667		18,750	17,667		18,750		17,667
Stock Options		616	2,061		2,399		2,061		2,374	2,049		2,374		2,049
Unvested Restricted Stock Units		3,207	112		3,251		112		3,294	94		3,294		94
Unvested Restricted Stock Awards		0—	0—		1,276		0—		1,262	—		1,262		—
Preferred units		0—	47,652		0—		47,652		—	47,652		—		47,652

~~Cash and Cash Equivalents~~Marketable Securities

The Company invests excess cash primarily in U.S. 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).

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 under construction. 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 assets and liabilities are included on the Condensed Consolidated Balance Sheet beginning January 1, 2022. 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.

Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the Consolidated Balance Sheet for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the Consolidated Balance Sheet. The new guidance also requires qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB amended the new lease standard which, among other changes, allows a company to elect to adopt ASU 2016-02 using a transition option whereby a cumulative effect adjustment is recorded to the opening balance of its retained earnings on the adoption date. The Company has elected to use this modified retrospective transition option and recorded a cumulative effect adjustment to retained earnings of $0.5 million, net of tax, as of January 1, 2022. The Company also elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of ASU 2016-02 resulted in the recognition of operating lease right-of-use assets and liabilities of $13.4 million and $~~10.5~~$10.5 million, respectively. The standard did not have a significant effect on the Condensed Consolidated Statements of Comprehensive Loss and Cash Flows. See Note 4 for additional lease disclosures.

In December 2019, FASB issued ASU 2019-02, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for the Company’s fiscal year beginning January 1, 2022. The Company adopted this ASU as of January 1, 2022. The adoption did not have a material impact on the consolidated financial statements.

Recent Accounting Developments Not Yet Adopted

In June 2016, 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 is continuing to assess the potential impacts of ASU 2016-13 on its financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The ASU requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 Revenue from Contracts with Customers, rather than at fair value. The Company expects to early adopt this ASU in the fourth quarter of 2022 and expects the impact of adopting this ASU to be immaterial.

67. 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		Level 1		Level 2		Level 3		Total
	(in thousands)								(in thousands)
June 30, 2022
September 30, 2022
Cash and Cash Equivalents - Money Market Funds	$	9,930	$	0—	$	0—	$	9,930	$	116	$	—	$	—	$	116
Cash and Cash Equivalents - U.S. Government Agency Bonds		0—		65,125		0—		65,125		—		53,585		—		53,585
Short term investments - U.S. Government Agency Bonds										—		8,173		—		8,173
Warrants	$	0—	$	0—	$	4,725	$	4,725	$	—	$	—	$	5,687	$	5,687

December 31, 2021
Warrants	$	0—	$	0—	$	28,875	$	28,875	$	—	$	—	$	28,875	$	28,875

The Company classifies the U.S. government agency bonds, which are accounted for as trading, within Level 2 in the fair value hierarchy, because the Company uses quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. The carrying values of cash and cash equivalents, accounts payable, accrued expenses and other current liabilities, 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.

1213

Level 3 Liabilities

The Company engaged a third-party valuation firm to assist with the fair value analysis of the warrants. 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 ~~June~~September 30, 2022 and December 31, 2021, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model:

	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
	Values			Values			Values			Values
Stock Price	$	2.27		$	8.76		$	2.69		$	8.76
Strike price	$	11.50		$	11.50		$	11.50		$	11.50
Holding Period/Term (years)		4.33			4.80			4.08			4.80
Volatility		72.00	%		52.90	%		72.50	%		52.90	%
Expected dividends		NaN			NaN			None			None
Risk-Free Rate		3.00	%		1.23	%		4.16	%		1.23	%
Fair value of warrants	$	0.54		$	3.30		$	0.65		$	3.30

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)			(in thousands)
Balance as of December 31, 2021	$	28,875		$	28,875
Fair value adjustment of Private Placement Warrants		(24,150	)		(23,188	)
Balance as of June 30, 2022	$	4,725
Balance as of September 30, 2022				$	5,687

Item2. ~~Management’s Discussion~~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, 2021 (the “2021 Form 10-K”). Our 2021 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 2021 Form 10-K, as well as those otherwise described or updated from time to time in our other filings with the SEC, for a discussion of important factors that could cause our actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are the market leader in delivering next generation positioning, navigation and timing (“PNT”) solutions that overcome the limitations of existing space-based GPS. 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. Paramedics need to know which apartment a 911 call originated from, ride hailing and delivery apps need to know precisely where you are standing and game developers need precise 3D location data to deliver a next generation augmented reality experience.

In early 2021, we launched the first element of our next generation GPS service through initial commercial service on our nationwide Pinnacle network that was deployed in partnership with AT&T Services, Inc. (“AT&T”). The Pinnacle network provides “floor-level” altitude detection to over 90% of commercial structures over three stories in the U.S. and is being utilized by FirstNet® for public safety, as well as a growing number of commercial apps and app development platforms, including Atlas Earth, Unity Engine, Eco3d, CRG, GeoComm, Rapid Deploy, NGA 911, Qualcomm, and the Unreal Engine. In December 2021, we entered into an agreement with one of the nation’s largest wireless carriers to deliver vertical location for enhanced 911 (“E911”), using our Pinnacle 911 solution for all its customers. We believe that ramp up of services using our existing deployed network will support significant revenue growth over the coming years.We entered into a services agreement with AT&T for distribution of our services to FirstNet® customers, and on October 7, 2022, we amended the agreement for an additional term of three months, expiring in January 2023.

We will be extending our capabilities by expanding the deployment our TerraPoiNT system, which is a nationwide network that is designed to overcome the inherent limitations of traditional GPS. TerraPoiNT utilizes a network of specialized wide area location transmitters that broadcast an encrypted PNT signal on our licensed 900 MHz 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 currently is no comprehensive, terrestrial backup that is widely deployed.

As of ~~June~~September 2022, TerraPoiNT is deployed and available, with metro-wide service in San Francisco and select services available in 51 total markets nationally. It is also in use by the National Aeronautics and Space Administration (“NASA”) at its Langley Research Center in Hampton, VA for drone operations research.

Since the inception of NextNav, LLC in 2007, we have filed over 135 patents related to our systems and services, and standardized our TerraPoiNT technology in 3GPP, the global telecommunications standards-setting body.

In addition, we have secured valuable Federal Communications Commission (“FCC”) licenses for a contiguous 8 MHz band of 900 MHz spectrum covering approximately 93% of the U.S. population. Spectrum is a limited resource, and less spectrum is available at lower frequencies. We believe our lower-frequency spectrum offers better building penetration and propagation, improving the effectiveness of our TerraPoiNT service especially in metropolitan areas. Others have used nearby spectrum for LTE, electric grid resiliency and other services.

1516

Public Company Costs

As a publicly traded company, we will continue to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees that Holdings has not previously incurred.

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 but may fluctuate as a percentage of total revenue over time.

1617

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 expense relates to interest on our senior secured loan facility, which was fully repaid in connection with closing of the Business Combination. Interest income consists of interest earned from our cash and cash equivalents balance.

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 June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
	(in thousands)						(in thousands)						(in thousands)						(in thousands)
Revenue	$	1,421		$	216		$	2,620		$	467		$	503		$	276		$	3,123		$	743
Operating expense:
Cost of goods sold ⁽¹⁾		3,001			2,202			6,038			9,600			2,830			2,068			8,868			11,668
Research and development ⁽¹⁾		4,170			2,531			8,158			4,914			4,567			1,980			12,725			6,894
Selling, general and administrative ⁽¹⁾		10,382			3,792			19,722			6,529			10,152			2,856			29,874			9,385
Depreciation and amortization		884			328			1,766			671			891			398			2,657			1,069
Total operating expenses		18,437			8,853			35,684			21,714			18,440			7,302			54,124			29,016
Operating loss		(17,016	)		(8,637	)		(33,064	)		(21,247	)		(17,937	)		(7,026	)		(51,001	)		(28,273	)
Interest income (expense)		109			(3,077	)		109			(5,858	)		336			(3,041	)		445			(8,899	)
Other income (expense)		17,726			(27,248	)		24,097			(38,910	)		(1,114	)		(22,343	)		22,983			(61,253	)
Profit (loss) before income taxes		819			(38,962	)		(8,858	)		(66,015	)
Benefit (provision) for income taxes		8			(13	)		(26	)		(28	)
Net profit (loss)	$	827		$	(38,975	)	$	(8,884	)	$	(66,043	)
Loss before income taxes														(18,715	)		(32,410	)		(27,573	)		(98,425	)
Provision for income taxes														(15	)		(11	)		(41	)		(40	)
Net loss													$	(18,730	)	$	(32,421	)	$	(27,614	)	$	(98,465	)

Revenue increased by ~~$1.2~~$0.2 million, or ~~558%~~82%, to ~~$1.4~~$0.5 million for the three months ended ~~June~~September 30, 2022 from ~~$0.2~~$0.3 million for the three months ended ~~June~~September 30, 2021. The increase was driven by increased revenue from technology and services contracts with commercial customers. For the three months ended ~~June~~September 30, 2022, one customer accounted for ~~83%~~95% of total revenue. For the three months ended ~~June~~September 30, 2021, ~~one~~three customer accounted for ~~88%~~86% of total revenue.

COGS increased by $0.8 million, or ~~36%~~37%, to ~~$3.0~~$2.8 million for the three months ended ~~June~~September 30, 2022 from ~~$2.2~~$2.1 million for the three months ended ~~June~~September 30, 2021. The increase was primarily driven by a ~~$0.5~~$0.4 million increase in stock-based compensation, and an increase of ~~$0.3~~$0.4 million in maintenance and operational ~~cost, and a $0.1 million increase in payroll-related expenses driven by headcount.~~cost. ~~The increases were partially offset by a $0.1 million decrease in outside consulting expenses.~~

Research and development expenses increased by ~~$1.6~~$2.6 million, or ~~65%~~131%, to ~~$4.2~~$4.6 million for the three months ended ~~June~~September 30, 2022 from ~~$2.5~~$2.0 million for the three months ended ~~June~~September 30, 2021. The increase was primarily driven by a ~~$1.4~~$1.3 million increase in stock-based compensation, a ~~$0.3~~$0.7 million increase in payroll-related expenses driven by headcount, an increase of $0.5 million in software license expenses, and an increase of ~~$0.1~~$0.2 million ~~in outside consulting expenses. The increases were partially offset by a $0.1 million decrease in software license expense, and a $0.1 million decrease~~ in maintenance and operational cost.

Selling, general and administrative expenses increased by ~~$6.6~~$7.3 million, or ~~174%~~255%, to ~~$10.4~~$10.2 million for the three months ended ~~June~~September 30, 2022 from ~~$3.8~~$2.9 million for the three months ended ~~June~~September 30, 2021. The increase was primarily driven by a ~~$4.6~~$4.6 million increase in stock-based compensation, a ~~$1.0~~ $1.6 million increase in professional services, a $0.8million increase in directors’ and officers’ insurance, a $0.7million increase in payroll-related expenses driven by headcount, ~~a $0.8 million increase in directors’ and officers’ insurance, a $0.5 million increase in professional services,~~ and a ~~$0.2~~$0.3 million increase in marketing and recruiting cost. The increases were partially offset by a $0.6 million decrease in ~~software license~~outside consulting expenses, and a $0.1 million decrease in other operational expenses.

Depreciation and amortization expenses increased by ~~$0.6~~$0.5 million, or ~~170%~~124%, to $0.9 million for the three months ended ~~June~~September 30, 2022 from ~~$0.3~~$0.4 million for the three months ended ~~June~~September 30, 2021. The increase in depreciation and amortization expense is primarily attributable to placing the Pinnacle and TerraPoiNT network assets in service since the first quarter of 2021.

Interest income was ~~$0.1~~$0.3 million for the three months ended ~~June~~September 30, 2022 compared with interest expense of ~~$3.1~~$3.0 million for the three months ended ~~June~~September 30, 2021.The decrease in interest expense was driven by full repayment of debt as a part of the Business Combination in the fourth quarter of 2021. Interest income consists of interest earned ~~from our c~~on marketable securities~~ash and cash equivalents balance.~~.

Other ~~income~~expense was ~~$17.7~~$1.1 million for the three months ended ~~June~~September 30, 2022 compared with other expenses of ~~$27.2~~$22.3 million for the three months ended ~~June~~September 30, 2021. The change in other ~~income~~expense was primarily driven by the change in the fair value of warrants.

Revenueincreasedby ~~$2.2~~ $2.4million, or ~~461%~~320%, to ~~$2.6~~ $3.1million for the ~~six~~nine months ended ~~June~~September 30, 2022from ~~$0.5~~ $0.7million for the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was driven by increased revenue from technology and services contracts with commercial customers. For the ~~six~~nine months ended ~~June~~September 30, 2022,onecustomer accounted for 90 91% of total revenue. For the ~~six~~nine months ended ~~June~~September 30, 2021, ~~two~~ three customers accounted for ~~96%~~ 92% of total revenue.

COGSdecreasedby ~~$3.6~~ $2.8million, or ~~37%~~24%, to ~~$6.0~~ $8.9million for the ~~six~~nine months ended ~~June~~September 30, 2022from ~~$9.6~~ $11.7million for the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease was primarily driven by a $5.3million decrease in rent expense related to contingent rent recorded for warrants vested during the first half of2021and a $0.3million decrease in outside consulting expenses. The decreases were partially offset by an increase of ~~$1.1~~$1.6million in stock-based compensation, an increase of ~~$0.4~~ $0.6 million in software license cost, an increase of $0.5million in maintenance and operational cost, ~~an increase of $0.4 million in software license cost,~~ and an increase of ~~$0.2~~$0.3 million in payroll-related expenses driven by headcount.

Research and development expensesincreasedby ~~$3.2~~ $5.8million, or ~~66%~~85%, to ~~$8.2~~ $12.7million for the ~~six~~nine months ended ~~June~~September 30, 2022 from ~~$4.9~~ $6.9million for the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was primarily driven by a ~~$3.0~~$4.3 million increase in stock-based compensation and a ~~$0.5~~$1.5 million increase in payroll-related expenses driven by ~~headcount. The increases were partially offset by a~~headcount, an increase of $0.2 million ~~decrease~~ in ~~outside consulting expenses~~software license cost, and ~~a decrease~~an increase of $0.1 million in operational and maintenance cost. The increases were partially offset by a $0.3million decrease in outside consulting expenses.

Selling, general and administrative expensesincreasedby ~~$13.2~~ $20.5million, or ~~202%~~218%, to ~~$19.7~~ $29.9million for the ~~six~~nine months ended ~~June~~September 30, 2022 from ~~$6.5~~ $9.4million for the ~~six~~nine months ended ~~June~~September 30, ~~2021.~~ 2021. The increase was primarily driven by a ~~$9.1~~$13.7 million increase in stock-based compensation, a ~~$1.8~~$2.8million increase in professional services, a $2.6 million increase in directors’ and officers’ insurance, a ~~$1.6~~$2.3 million increase in payroll-related expenses driven by headcount, ~~a $1.1~~ ~~million increase in professional services,~~ and a ~~$0.5~~$0.7 million increase in marketing and recruiting cost. The increases were partially offset by a $0.9million decrease in ~~software license,~~other operational expenses, and a $0.7 million decrease in outside consulting ~~expenses, and other operational costs.~~expenses.

Depreciation and amortization expensesincreasedby ~~$1.1~~ $1.6million, or ~~163%~~149%, to ~~$1.8~~ $2.7million for the ~~six~~nine months ended ~~June~~September 30, 2022from ~~$0.7~~ $1.1million for the ~~six~~nine months ended ~~June~~September 30, 2021. The increase in depreciation and amortization expense was primarily attributable to placing the Pinnacle andTerraPoiNTnetwork assets in service since the first quarter of2021.

Interest income was ~~$0.1~~ $0.4 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared with interest expense of ~~$5.9~~ $8.9million for the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease in interest expense was driven by full repayment of debt as a part of the Business Combination in the fourth quarter of2021. Interest income consists of interest earned ~~from our cash and cash equivalents balance~~.on marketable securities.

Other income was ~~$24.1~~ $23.0million for the ~~six~~nine months ended ~~June~~September 30, 2022compared with other expenses of ~~$38.9~~ $61.3million for the ~~six~~nine months ended ~~June~~September 30, 2021. The change in other income was primarily driven by the change in the fair value of warrants.

We have incurred losses since our inception and to date have generated only limited revenue. Prior to the closing of the Business Combination, we had funded our operations primarily through the issuances of convertible preferred units and through borrowing under an existing senior secured loan facility (the “Financing Agreement”), which Holdings entered into in December 2019 and amended in June 2021 with Fortress Credit Corporation (“Fortress Facility”).

In connection with the consummation of the Business Combination (See Note 1 to our condensed consolidated financial statements for the ~~six~~nine months ended ~~June~~September 30, 2022 included elsewhere in this Quarterly Report on Form 10-Q for additional information), all amounts outstanding under the Financing Agreement were repaid and the Financing Agreement was terminated. As a result, we had no debt outstanding as of ~~June~~September 30, 2022 and December 31, 2021.

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, we incurred net losses of ~~$8.9~~$27.6 million and ~~$66.0~~$98.5 million, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2022, our net cash used in operating activities and investing activities was ~~$16.8~~$25.2 million and ~~$0.8~~$11.3 million, respectively. During the ~~three~~nine months ended ~~June~~September 30, 2021, our net cash used in operating activities and investing activities was ~~$21.7~~$29.4 million and ~~$0.9~~$1.1 million, respectively. As of ~~June~~September 30, 2022, we had cash and cash equivalents and marketable securities of ~~$82.5~~$71.8 million and an accumulated deficit of ~~$657.3~~$676.0 million. We expect to incur additional losses and higher operating expenses for the foreseeable future. Our primary uses of cash are 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 the Company. 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 ~~June~~September 30, 2022 will be sufficient to meet our working capital and capital expenditure needs for 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.

The full impact of the COVID-19 pandemic continues to evolve as of the date of this Quarterly Report on Form 10-Q. As such, it is not possible to determine the duration and scope of the pandemic, the scale and rate of economic recovery from the pandemic, supply chain disruptions, and labor availability and costs, or the impact of other indirect factors that may be attributable to the pandemic, and the extent to which these or other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations. In addition, these direct and indirect factors can make it difficult to isolate and quantify the portion of our costs that are a direct result of inflation, the pandemic and costs arising from factors that may have been influenced by the pandemic, including increased wage rates and incentives resulting from constrained labor markets and global supply chain constraints. Management continues to actively monitor our financial condition, liquidity, operations, suppliers, industry and workforce. We expect these factors and their effects on our operations to continue through the remainder of 2022.

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 the Company's network projects at this time, we continue to carefully manage labor and materials supply matters.

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 ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$16.8~~$25.2 million, resulting primarily from a net loss of ~~$8.9~~$27.6 million adjusted for non-cash charges of ~~$14.0~~$20.6 million for stock-based compensation, ~~$1.8~~$2.7 million for depreciation and amortization, and non-cash income of ~~$24.2~~$23.2 million for change in the fair value of warrant liability. Additionally, there was a net increase in operating assets and liabilities of ~~$0.5~~$2.2 million.

Net cash used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$21.7~~$29.4 million, resulting primarily from a net loss of ~~$66.0~~$98.5 million, adjusted for non-cash charges of ~~$38.8~~$61.2 million for change in the fair value of warrant liability, $5.5 million for contingent rent expense, ~~$2.6~~$4.2 million for interest expense, ~~$0.7~~$1.1 million for depreciation and amortization, ~~$0.5~~$0.7 million for amortization of debt issuances costs, ~~$0.7~~$1.0 million for stock-based compensation, and a decrease of ~~$4.5~~$4.8 million in operating assets and liabilities.

Net cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$0.8~~$11.3 million, representing additions to short term investment, equity method investments, 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 ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$0.9~~$1.1 million, representing additions to property, equipment and related installation costs primarily related to the deployment of the Pinnacle Network.

Net cash provided by financing activities during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$47~~$44 thousand, primarily reflecting cash proceeds from exercise of common stock options.

Net cash provided by financing activities during the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$16.6~~$18.5 million, primarily reflecting borrowing from the Fortress Facility.

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 2021 Form 10-K. There have been no material changes to the critical accounting policies and estimates as of ~~June~~September 30, 2022 as outlined in our 2021 Form 10-K, filed with the SEC on March 23, 2022.

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 ~~six~~nine months ended ~~June~~September 30, 2022 included elsewhere in this Quarterly Report on Form 10-Q.

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

Our business is subject to ~~risks~~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, 2021, as supplemented by the following updated risk ~~factor.~~ factors.

We have and may in the future acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value and harm our business, revenue and financial results.

As part of our business strategy, we have made and intend to make acquisitions. Our previous and future acquisitions may not achieve our goals, and we may not realize benefits from acquisitions we make in the future. Any integration process will require significant time and resources, and we may not be able to manage the process successfully. If we fail to successfully integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business, revenue and financial results of the combined company could be harmed. Our acquisition strategy may change over time and future acquisitions we complete could be viewed negatively by our stockholders or other parties with whom we do business. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our securities. In the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all.

We rely, in part, on AT&T for distribution of our services to FirstNet^® customers.

We entered into a services agreement with AT&T, that was to expire in October 2022, with no renewal terms. On October 7, 2022, we amended the agreement, to extend it for an additional term of three months, expiring in January 2023.This AT&T agreement, as amended, continues our relationship in which AT&T purchases, markets and sells our services to its FirstNet^® subscribers. We have no contractual right to require AT&T to continue its relationship with us, and AT&T may decide not to renew our services contract prior to the end of the extended term. If we are not able to secure a further renewal or extension of our services agreement with AT&T, our ability to sell or market products to FirstNet^® and other public safety customers may be impacted, and our business, financial and results of operations may be harmed.

We face intense competition in our market, especially from competitors that offer their location services for free, which could make it difficult for us to acquire and retain customers and end users.

The market for development, distribution and sale of location services is highly competitive. Many of our competitors have strong name recognition, sizable customer bases and significantly greater financial, technical, marketing, public relations, sales, distribution and other resources than we do. These competitors often offer competing services for free and have the financial capabilities to continue to improve upon their location services offering without charging a fee. Certain of our competitors are already vying for market share in the 3D location space through their participation in a federal regulatory proceeding involving the FCC in which wireless mobile telephony providers are being required to enter into relationships with 3D location vendors in order to enable accurate 3D location information to be conveyed to E911 emergency dispatchers with each wireless call made to E911 emergency services. In June of 2022, the CTIA, a trade association representing the wireless communications industry in the United States, filed a statement with the FCC that solutions provided by these competitors meet these FCC’s requirements. If the FCC accepts this statement, then the market for our services for E911 may be reduced. Also, although our services currently offer an improved functionality over the services offered for free, there is no certainty that we will be able to achieve broad market appeal for our 3D location services. In addition, there is no guarantee that our services will be as reliable and with the same geographic coverage as the currently available geolocation services, which may impact our ability to attract customers to utilize our products over the free services offered by our competitors. The performance of our services may vary based on ambient conditions, both physical and environmental which may impact the timing and location accuracy of the system. If our services are not meaningfully superior to those available at lower or no cost, we may have difficulty selling our services, achieving widespread adoption of our services and our business, financial position and results of operations may be harmed.

Our services may not be adopted by additional wireless carriers for E911.

We have expended significant resources developing, testing and licensing software and solutions targeted towards E911 services, the primary customers for which are wireless carriers. Certain of these wireless carriers were the subject of an enforcement action by the FCC regarding their lack of compliance with rules requiring the provision of vertical location services in the top 25 cellular market areas (“CMAs”) by April 3, 2021. On June 3, 2021, the FCC adopted consent decrees with each of the named wireless carriers that effectively provided an extension of one year to the April 3, 2021 compliance date in the top 25 CMAs, but also required the carriers to begin delivering any z-axis information that was available to them and to provide interim reports on their ongoing testing and deployment efforts. While we have successfully signed one national wireless carrier as a customer for E911 services, our ability to sell our Pinnacle service to additional wireless carriers for E911, a service we believe to exceed the current FCC accuracy requirement, is dependent upon the willingness of these carriers to use our service to comply with the FCC mandate, which has been impacted by the FCC’s one year extension and may be impacted by the development and testing of competing solutions to the our technology. In June of 2022, the CTIA filed a statement with the FCC that solutions provided by certain competitors meet these FCC’s requirements. If the FCC accepts this statement, then the market for our services for E911 may be reduced.

Our ability to offer our service for ~~E911~~E911 is also influenced by the willingness of wireless device manufacturers to incorporate our software or services into their device platforms. Apple and Google exert significant market power over services on their respective platforms, and there is no assurance that they will approve or adopt our software or services in connection with their respective platforms. If Apple and/or Google do not provide such approval, there could be a material adverse impact to our business, financial condition and results of operations.

Military action in Ukraine, including the resulting geopolitical effects beyond Ukraine, may directly or indirectly increase our risks from supply chain, cybersecurity, foreign currency fluctuations, or other factors.

The Russian invasion and resulting military action in Ukraine has resulted in worldwide geopolitical and macroeconomic uncertainty. The United States and others have imposed financial and economic sanctions on certain industry sectors and parties in and associated with Russia and Belarus, and additional sanctions continue to be proposed and adopted. The military action in Ukraine and the sanctions against Russia resulting from such conflict may increase the likelihood of supply chain interruptions, cybersecurity incidents, disruptions to our information systems, foreign currency fluctuations, or other risks. While we do not currently expect the conflict to have a direct material impact on our business, it is not possible to predict the broader consequences, which could include additional sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on the global economy or on our business and operations, as well as those of our customers, partners and third-party service providers. Further, the effects of the ongoing conflict could serve to heighten many of the known risks we described in Part I, Item 1A. “Risk Factors” of the 2021 Form 10-K.

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.

~~None.~~The shares we repurchased in connection with the payment of minimum statutory withholding taxes due upon the vesting of certain restricted stock unit awards were repurchased at the then current fair market value of the shares. For the three months ended September 30, 2022, these shares consisted of the following:

	Total Number of Shares Purchased		Average Price Paid Per Share
July 1 - July 31, 2022		—	$	—
August 1 - August 31, 2022		1,004	$	3.17
September 1 - September 30, 2022		—	$	—
Total		1,004

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

2627

	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Operating lease cost	$	1,023	$	3,075
Variable lease cost	$	26	$	77
Short-term lease cost	$	57	$	171

	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Operating cash flows from operating leases	$	970	$	1,945	$	969	$	2,914
Right-of-use assets obtained in exchange for new operating lease liabilities	$	0—	$	9,459	$	—	$	9,459

Remainder of 2022	$	1,737	$	881
2023		2,715		2,765
2024		1,842		1,894
2025		1,396		1,441
2026		1,166		1,205
Thereafter		844		997
Total undiscounted future lease payments	$	9,700	$	9,183
Less imputed interest		833		822
Total lease liability balance	$	8,867	$	8,361

For the Twelve Months Ended December 31,
2022	$	3,335
2023	$	2,400
2024	$	1,548
2025	$	1,109
Thereafter	$	1,581

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.
10.1+		Share Transfer Agreement, dated October 28, 2022, by and among NextNav Inc. and the Sellers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by NextNav Inc. on November 2, 2022).
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).

	**	Furnished herewith.

	+	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and, in accordance with Item 601(b)(10)(iv) of Regulation S-K, certain provisions of the Agreement have been redacted. The Company will provide such omitted exhibits and schedules, or an unredacted copy of the exhibit, as the case may be, on a supplemental basis to the Securities and Exchange Commission or its staff upon request.

	NEXTNAV INC.

Date: ~~August~~November 10, 2022	By:	/s/ Christian D. Gates
	Name:	Christian D. Gates
	Title:	Chief Financial Officer and Principal Financial Officer

Date: ~~August~~November 10, 2022	By:	/s/ Sammaad R. Shams
	Name:	Sammaad R. Shams
	Title:	Corporate Accounting Officer and Principal Accounting Officer

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