Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | NextNav Inc. | ||
Trading Symbol | NN | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 95,553,763 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001865631 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40985 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-0854654 | ||
Entity Address, Address Line One | 1775 Tysons Blvd | ||
Entity Address, Address Line Two | 5th Floor | ||
Entity Address, City or Town | McLean | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22102 | ||
City Area Code | (800) | ||
Local Phone Number | 775-0982 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Tysons, Virginia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 100,076 | $ 8,669 | |
Restricted cash | 5,000 | ||
Accounts Receivable | 1,740 | 77 | |
Commitment fee asset | 610 | ||
Other current assets | 4,516 | 3,714 | |
Total current assets | 106,332 | 18,070 | |
Network under construction | 494 | 16,828 | |
Property and equipment, net of accumulated depreciation of $2,714 and $1,262 at December 31, 2021 and 2020, respectively | 21,757 | 5,706 | |
Intangible assets | 4,095 | 4,144 | |
Other assets | 4,145 | 154 | |
Total assets | 136,823 | 44,902 | |
Current liabilities: | |||
Accounts payable | 448 | 680 | |
Accrued expenses and other current liabilities | 4,600 | 3,561 | |
Deferred revenue | 1,632 | ||
Total current liabilities | 6,680 | 4,241 | |
Warrants | 28,875 | 101,325 | |
Senior secured loan | 58,871 | ||
Other long-term liabilities | 1,311 | 1,239 | |
Total liabilities | 36,866 | 165,676 | |
Preferred Interests: | |||
Class C Convertible Preferred Units, zero authorized, units issued and outstanding at December 31, 2021; authorized 13,400,000 units and 5,365,566 units issued and outstanding at December 31, 2020; aggregate liquidation preference of zero and $11,879,116 outstanding at December 31, 2021 and 2020, respectively | 11,879 | ||
Class D Convertible Preferred Units, zero authorized, units issued and outstanding at December 31, 2021; authorized 94,550,000 units and 42,286,068 units issued and outstanding at December 31, 2020; aggregate liquidation preference of zero and $357,724,977 outstanding at December 31, 2021 and 2020, respectively | 357,725 | ||
Total preferred interests | 369,604 | ||
Stockholders’ equity (deficit) (1): | |||
Common Stock, authorized 500,000,000 shares; 96,546,611 and 7,345,733 shares issued and outstanding at December 31, 2021 and 2020, respectively | [1] | 11 | 2 |
Additional paid-in capital | [1] | 747,928 | |
Accumulated other comprehensive loss | [1] | (121) | (96) |
Accumulated deficit | [1] | (647,861) | (490,284) |
Total stockholders’ equity (deficit) | [1] | 99,957 | (490,378) |
Total liabilities, preferred interests, and stockholders’ equity (deficit) | [1] | $ 136,823 | $ 44,902 |
[1] | Retroactively restated for the reverse recapitalization as described in Note 1 and 9. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment, net of accumulated depreciation (in Dollars) | $ 2,714 | $ 1,262 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 96,546,611 | 7,345,733 |
Common stock, shares outstanding | 96,546,611 | 7,345,733 |
Class C Convertible Preferred Units | ||
Preference shares, shares authorized | 0 | 13,400,000 |
Preference shares, shares issued | 0 | 5,365,566 |
Preference shares, shares outstanding | 0 | 5,365,566 |
Liquidation preference value (in Dollars) | $ 0 | $ 11,879,116 |
Class D Convertible Preferred Units | ||
Preference shares, shares authorized | 0 | 94,550,000 |
Preference shares, shares issued | 0 | 42,286,068 |
Preference shares, shares outstanding | 0 | 42,286,068 |
Liquidation preference value (in Dollars) | $ 0 | $ 357,724,977 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 763 | $ 569 |
Operating expenses: | ||
Cost of goods sold (exclusive of depreciation and amortization) | 18,390 | 7,770 |
Research and development | 9,465 | 8,777 |
Selling, general and administrative | 13,555 | 13,256 |
Depreciation and amortization | 1,782 | 235 |
Total operating expenses | 43,192 | 30,038 |
Operating loss | (42,429) | (29,469) |
Other income (expense): | ||
Interest expense | (17,842) | (10,037) |
Change in fair value of warrants | (84,317) | (97,604) |
Other loss, net | (26) | (188) |
Loss before income taxes | (144,614) | (137,298) |
Provision for income taxes | (52) | (38) |
Net loss | (144,666) | (137,336) |
Foreign currency translation adjustment | 25 | 12 |
Comprehensive loss | (144,641) | (137,324) |
Net loss | (144,666) | (137,336) |
Change in redemption value of preferred interests | (13,831) | (33,072) |
Net loss attributable to common stockholders | $ (158,497) | $ (170,408) |
Weighted average of shares outstanding – basic and diluted (in Shares) | 23,561,000 | 7,346,000 |
Net loss attributable to common stockholder per share – basic and diluted (in Dollars per share) | $ (6.73) | $ (23.2) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Class ACommon Stock | Redeemable Class C Convertible Preferred Units | Redeemable Class D Convertible Preferred Units | Total Preferred Interests Value | Class A Common Units | Class B-1 Common Units | Class B-2 Common Units | Class B-3 Common Units | Class B-4 Common Units | Additional Paid-In Capital | Accumulated Deficit | Other Comprehensive (Loss) | Total | |||||||||||||
Balance at Dec. 31, 2019 | [1] | $ 11,360 | $ 325,172 | $ 336,532 | $ 1 | $ (327,272) | $ (84) | $ (327,355) | ||||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 13,361,628 | 71,338,498 | 10,741,375 | 5,174,897 | 250,000 | 250,000 | ||||||||||||||||||||
Retroactive application of the recapitalization | [1] | $ 1 | $ (1) | |||||||||||||||||||||||
Retroactive application of the recapitalization (in Shares) | 2,849,762 | (7,996,062) | (29,052,430) | (10,741,375) | (5,162,816) | (250,000) | (250,000) | |||||||||||||||||||
Balance, December 31, 2019 as adjusted | [1] | $ 1 | $ 11,360 | $ 325,172 | 336,532 | (327,272) | (84) | (327,355) | ||||||||||||||||||
Balance, December 31, 2019 as adjusted (in Shares) | 2,849,762 | 5,365,566 | 42,286,068 | 12,081 | ||||||||||||||||||||||
Exercise of Common Unit options | [1] | $ 1 | 2 | 3 | ||||||||||||||||||||||
Exercise of Common Unit options (in Shares) | 12,000 | |||||||||||||||||||||||||
Cancellation of Common Units | [1] | |||||||||||||||||||||||||
Cancellation of Common Units (in Shares) | (4,356,299) | (250,000) | (250,000) | |||||||||||||||||||||||
Issuance of common units | [1] | |||||||||||||||||||||||||
Issuance of common units (in Shares) | 4,344,218 | 250,000 | 250,000 | 4,483,971 | ||||||||||||||||||||||
Recapitalization of Holdings’ common units into Company’s common stock | [1] | $ 1 | $ (1) | |||||||||||||||||||||||
Recapitalization of Holdings’ common units into Company’s common stock (in Shares) | 4,495,971 | (12,000) | (4,483,971) | |||||||||||||||||||||||
Stock-based compensation expense | [1] | 7,363 | 7,363 | |||||||||||||||||||||||
Issuance of common warrants | [1] | 31 | 31 | |||||||||||||||||||||||
Change in redemption value | [1] | 519 | 32,553 | 33,072 | (7,396) | (25,676) | (33,072) | |||||||||||||||||||
Net Loss | [1] | [1] | [1] | [1] | [1] | [1] | [1] | [1] | [1] | [1] | (137,336) | [1] | [1] | (137,336) | ||||||||||||
Foreign currency translation adjustment | [1] | (12) | (12) | |||||||||||||||||||||||
Balance at Dec. 31, 2020 | [1] | $ 2 | $ 11,879 | $ 357,725 | 369,604 | (490,284) | (96) | (490,378) | ||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 7,345,733 | 5,365,566 | 42,286,068 | |||||||||||||||||||||||
Vesting of RSUs | [1] | |||||||||||||||||||||||||
Vesting of RSUs (in Shares) | 1,459 | |||||||||||||||||||||||||
Issuance of RSAs | [1] | 2 | 2 | |||||||||||||||||||||||
Issuance of RSAs (in Shares) | 1,069,818 | |||||||||||||||||||||||||
Issuance of common units | [1] | 2 | 2 | |||||||||||||||||||||||
Issuance of common units (in Shares) | 13,229 | |||||||||||||||||||||||||
Recapitalization of Holdings’ common units into Company’s common stock | [1] | |||||||||||||||||||||||||
Recapitalization of Holdings’ common units into Company’s common stock (in Shares) | 13,229 | (13,229) | ||||||||||||||||||||||||
Reclassification of Warrant liability to Common Stock warrants | [1] | 22,194 | 22,194 | |||||||||||||||||||||||
Exercise of Financing Warrants | [1] | $ 1 | 174,327 | 174,328 | ||||||||||||||||||||||
Exercise of Financing Warrants (in Shares) | 12,409,031 | |||||||||||||||||||||||||
Recapitalization of redeemable convertible preferred units into common stock | [1] | $ 5 | $ (11,879) | $ (371,556) | (383,435) | 383,430 | 383,435 | |||||||||||||||||||
Recapitalization of redeemable convertible preferred units into common stock (in Shares) | 47,651,634 | (5,365,566) | (42,286,068) | |||||||||||||||||||||||
Net cash contribution from Business Combination and PIPE Financing | [1] | $ 3 | 186,884 | 186,887 | ||||||||||||||||||||||
Net cash contribution from Business Combination and PIPE Financing (in Shares) | 28,055,707 | |||||||||||||||||||||||||
Transaction and Issuance costs | [1] | (23,068) | (23,068) | |||||||||||||||||||||||
Stock-based compensation expense | [1] | 1,675 | 1,675 | |||||||||||||||||||||||
Issuance of common warrants | [1] | 3,402 | 3,402 | |||||||||||||||||||||||
Change in redemption value | [1] | 13,831 | 13,831 | (920) | (12,911) | (13,831) | ||||||||||||||||||||
Net Loss | [1] | [1] | [1] | [1] | [1] | [1] | [1] | [1] | [1] | [1] | (144,666) | [1] | [1] | (144,666) | ||||||||||||
Foreign currency translation adjustment | [1] | (25) | (25) | |||||||||||||||||||||||
Balance at Dec. 31, 2021 | [1] | $ 11 | $ 747,928 | $ (647,861) | $ (121) | $ 99,957 | ||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 96,546,611 | |||||||||||||||||||||||||
[1] | Retroactively restated for the reverse recapitalization as described in Note 1 and 9. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net loss | $ (144,666) | $ (137,336) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,782 | 235 |
Equity-based compensation | 1,675 | 7,363 |
Change in fair value of warranty liability | 84,317 | 97,604 |
Fixed asset write-off | 96 | 259 |
Issuance of warrants for rent expense | 9,033 | |
Asset retirement obligation accretion | 236 | 71 |
Amortization of debt issuance costs and discount | 9,257 | 748 |
Accrued payment in kind (“PIK”) interest on debt | 4,714 | 3,554 |
Changes in operating assets and liabilities: | ||
Accounts receivables and other current assets | (5,297) | (860) |
Other assets | (879) | |
Accounts payable | (7,020) | (157) |
Accrued expenses and other liabilities | (1,180) | 114 |
Net cash used in operating activities | (47,932) | (28,405) |
Investing activities | ||
Capitalization of costs and purchases of network assets, property, and equipment | (1,022) | (6,419) |
Purchase of internal use software | (260) | (759) |
Net cash used in investing activities | (1,282) | (7,178) |
Financing activities | ||
Proceeds from senior secured loan | 24,638 | 40,307 |
Payments towards senior secured loan | (96,871) | |
Senior secured loan issuance costs | (5,539) | |
Proceeds from issuance of Class A Common Units | 2 | 3 |
Net cash contribution from Business Combination and PIPE financing, net of transaction and issuance costs | 207,872 | |
Net cash provided by financing activities | 135,641 | 34,771 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (20) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 86,407 | (812) |
Cash, cash equivalents and restricted cash at beginning of period | 13,669 | 14,481 |
Cash, cash equivalents and restricted cash at end of period | 100,076 | 13,669 |
Non-cash financing information | ||
Recapitalization of redeemable convertible preferred units into common stock | 383,430 | |
Exercise of warrants | 174,327 | |
Reclassification of warrant liability to common stock warrants | 22,194 | |
Issuance of warrants | 9,033 | (222) |
Interest paid | $ 4,939 | $ 3,747 |
Organization and Business; Busi
Organization and Business; Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business; Business Combination | 1. Organization and Business; Business Combination Principal Business NextNav Inc. and its consolidated subsidiaries, (collectively “NextNav” or the “Company”) delivers next generation positioning, navigation and timing (“PNT”) solutions through network-based solutions, including the Pinnacle system. The 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 TerraPoiNT system is a terrestrial-based, encrypted network designed to overcome the limitations inherent in the space-based nature of GPS through a network of specialized wide area location transmitters that broadcasts an encrypted PNT signal on a licensed 900 MHz spectrum. NextNav has devoted substantially all of its efforts to date to planning and organization, the development of its network, ongoing research and development programs, and securing adequate capital for anticipated operations. 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. Refer to the Business Combination section below. Business Combination On October 28, 2021 (the “Closing Date”), the Company consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 9, 2021, by and among the Company, Spartacus Acquisition Corporation, a Delaware corporation (“Spartacus”), NextNav Holdings, LLC, a Delaware limited liability company (“Holdings”) and the other parties thereto (the “Business Combination”). As a result of the Business Combination, the Company changed its name from Spartacus Acquisition Shelf Corp. to NextNav Inc., and certain blocker entities formed by Holdings equity holders, Holdings and the various operating subsidiaries of Holdings became the Company’s wholly owned subsidiaries, with the equity holders of each of such blocker entities and Holdings and Spartacus’ stockholders becoming stockholders in NextNav. In connection with the closing of the Business Combination, Spartacus entered into subscription agreements, whereby the investors named therein (the “PIPE Investors”) committed to purchase an aggregate of $205.0 million shares of Class A common stock of Spartacus (the “Class A Common Stock”) at a price of $10.00 per share, which were issued immediately prior to the closing of the Business Combination (the “PIPE Financing”). The shares of Class A Common Stock issued to the PIPE Investors were converted into an equivalent number of shares of common stock of NextNav at the closing of the Business Combination on the Closing Date. While the legal acquirer in the Business Combination is Spartacus, for financial accounting and reporting purposes under U.S. GAAP, Holdings is deemed to be the accounting acquirer, with the Business Combination being accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting. Accordingly, the reverse recapitalization was treated as the equivalent of Holdings issuing stock for the net assets of Spartacus, accompanied by a recapitalization. The net assets of Spartacus are stated at historical costs, with no goodwill or other intangible assets recorded. Upon the closing of the Business Combination: ● NextNav received $25.9 million in cash from Spartacus’ trust account in addition to $205.0 million from the PIPE Investors. In connection with the Business Combination, $177.1 million was paid for redemptions of the Class A Common Stock and the Company incurred $23.0 million of equity issuance costs, consisting of advisory, legal, share registration and other professional fees, which were recorded within additional paid-in capital as a reduction of proceeds; ● 17,444,293 shares of Spartacus Class A Common Stock held by stockholders prior to the Business Combination were redeemed from Spartacus’ trust account, leaving 2,555,707 shares of pre-existing Class A Common Stock outstanding after redemption, which were then converted into an equivalent number of shares of common stock of NextNav; ● 5,000,000 outstanding shares of Spartacus’ Class B Common Stock held by Spartacus Sponsor LLC (the “Sponsor”) converted into an aggregate of 5,000,000 shares of Class A Common Stock (the “Founder Shares”), and the Founder Shares were converted into an equivalent number of shares of common stock of NextNav; ● All issued and outstanding shares of Holdings capital stock converted into an aggregate of 67,419,627 shares of common stock of NextNav where the aggregate consideration paid in the Business Combination to Holdings’ equity holders consisted of the 67,419,627 shares of common stock of NextNav, a warrant to purchase 4,320,133 shares of common stock of NextNav, and options for units in Holdings were converted by their terms into options to purchase 1,968,861 shares of common stock of NextNav; ● Spartacus issued an aggregate of 20,500,000 shares of Class A Common Stock to the PIPE Investors pursuant to the closing of the PIPE Financing, which were converted into an equivalent number of shares of common stock of NextNav; ● AT&T Services, Inc. and certain of its affiliates (“AT&T”) elected to exchange its outstanding warrants in Holdings for a new warrant to purchase 4,320,133 shares of common stock of NextNav at an exercise price of $0.01 (the “AT&T Warrant”) and the outstanding warrants in Holdings (“Financing Warrants”) issued in connection with the Financing Agreement were exercised by the holders and immediately converted into common stock of NextNav. Refer to Note 3 and 7 for further detail of the nature of these warrants; and ● NextNav used a portion of the post-Business Combination proceeds to pay the outstanding balance at October 28, 2021 of $96.9 million on the outstanding debt of Holdings, which represented the full outstanding principal, accrued cash interest and paid-in-kind interest, and other applicable fees in connection with the Financing Agreement. Refer to Note 6 for further detail. As a result of the foregoing transactions, as of the Closing Date and immediately following the completion of the Business Combination and the PIPE Financing, NextNav had the following outstanding securities: ● 95,475,334 shares of common stock; ● Options to acquire an aggregate of 1,968,861 shares of common stock; ● 10,000,000 Public Warrants and 8,750,000 Private Placement Warrants, each exercisable for one share of common stock at a price of $11.50 per share; and ● the AT&T Warrant, exercisable for 4,320,133 shares of common stock at a price of $0.01 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions have been eliminated in consolidation. 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. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes 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 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 reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. Restricted Cash Restricted cash represents deposits held in escrow in exchange for a letter of credit. The obligation under the letter of credit was satisfied in the current reporting period, with the restriction on the deposits removed. Property and Equipment and Network under Construction Property and equipment, net of accumulated depreciation and network under construction are recorded at cost. Employee-related costs for construction of network assets are also capitalized during the construction phase. Expenditures for maintenance and repairs that do not materially extend the useful lives of property and equipment are charged to cost of goods sold (“COGS”) and selling, general and administrative (“SG&A”) as incurred. When property or equipment is retired or otherwise disposed of, the related property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is included in the Consolidated Statements of Comprehensive Loss. NextNav records asset retirement obligations associated with the contractually required removal of property and equipment assets from leased properties. When an asset retirement obligation is identified, NextNav records the fair value of the obligation discounted at present value as a liability. The fair value of the obligation is also capitalized as property and equipment, which is amortized over the estimated remaining useful life of the associated asset. Accretion expense on the liability is recognized over the estimated life of the related assets. Asset retirement obligations for the years ended December 31, 2021 and 2020 were: Year Ended 2021 2020 (in thousands) Beginning Balance $ 590 $ 501 Liabilities incurred 185 55 Liabilities settled (36 ) (37 ) Accretion 236 71 Ending Balance $ 975 $ 590 Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Pinnacle and TerraPoiNT network assets 5–8 years Office equipment, furniture and software 2–5 years Leasehold improvements Shorter of the useful life or lease term Software Development Costs Research and development costs to develop software to be sold, leased or marketed are expensed as incurred up to the point of technological feasibility for the related software product. NextNav has not capitalized development costs for software to be sold, leased or marketed to date, as the software development process is essentially completed concurrent with the establishment of technological feasibility. As such, these costs are expensed as incurred and recognized in research and development costs in the Consolidated Statements of Comprehensive Loss. Software developed for internal use, with no substantive plans to market such software at the time of development, are capitalized and included in intangible assets in the Consolidated Balance Sheets. Costs incurred during the preliminary planning and evaluation and post implementation stages of the project are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. In 2021 and 2020, the Company capitalized $0.2 million and $0.7 million, respectively, of development costs related to internal use software. Internal use software is amortized over a 3 year useful life. Amortization was $0.3 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Long Lived Assets NextNav’s property and equipment and network under construction are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, impairment is determined by comparing the carrying value of these long-lived assets to management’s probability weighted estimate of the future undiscounted cash flows expected to result from the use of the asset or asset group. In the event an impairment exists, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset group. Indefinite-Lived Intangible assets NextNav holds wireless Multilateration Location and Monitoring Service (“LMS”) licenses. Certain general regulatory requirements apply to all licensed wireless spectrum, including, for example, certain build-out or “substantial service” requirements, which generally must be satisfied as a condition to the license. NextNav is actively engaged in either meeting such requirements currently or seeking an extension of such requirements from the Federal Communications Commission (“FCC”) for each of its LMS licenses. Although licenses are issued by the FCC for only a fixed time, ten years, such licenses are subject to renewal by the FCC, based on the achievement of certain milestones and a finding that such renewal would serve the public interest. Upon renewal, the licenses are granted for additional ten-year periods. All of NextNav’s licenses are up for renewal at the same time. Renewal of NextNav’s licenses has occurred previously and at nominal cost. As a result, NextNav treats its wireless LMS spectrum licenses as an indefinite-lived intangible asset. NextNav reevaluates the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Costs incurred to maintain the FCC licenses are recorded in operating expenses. NextNav assesses indefinite-lived intangible assets for potential impairment annually as of October 1 or during the year if an event or other circumstance indicates that NextNav may not be able to recover the carrying amount of the asset. In evaluating indefinite-lived intangible assets for impairment, NextNav first assesses qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If NextNav concludes that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. However, if NextNav concludes that it is more likely than not that the fair value of the asset is less than its carrying value, then NextNav performs a two-step impairment test to identify potential impairment and measures the amount of impairment it will recognize, if any. Based on its qualitative assessment performed for the years ended December 31, 2021 and 2020, NextNav concluded that it was not more likely than not that the fair value of its indefinite-lived asset is less than its carrying amount, and as such, no impairment exists. Revenue NextNav derives its revenue from indoor and dense-urban positioning technology, products and services including revenue generated through technology demonstration and assessment contracts with customers, support services provided to customers, sales of equipment, and licensing of proprietary technology. The Company recognizes revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, payment terms are determined and collection of consideration is probable. The Company sells software licenses and services through arrangements that may bundle software, equipment, and other services. When the Company determines that it has separate distinct performance obligations, the Company allocates the bundled contract price among the various performance obligations based on each deliverable’s stand-alone selling price. If the stand-alone selling price is not directly observable, the Company estimates the amount to be allocated for each performance obligation based on observable market transactions. When the Company determines the performance obligations are not distinct, the Company recognizes revenue on a combined basis as the obligation is satisfied. To the extent the Company’s contracts include variable consideration, the transaction price includes both fixed and variable consideration. The variable consideration contained within the Company’s contracts with customers may include discounts, credits and other similar items. When a contract includes variable consideration, the Company evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. NextNav recognizes equipment sales and the related costs when control of the equipment passes to the customer, typically upon shipment. The Company has made an accounting policy election to account for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of goods sold. Customers do not have rights of return without NextNav’s prior consent. Revenue pursuant to licensing agreements for NextNav’s technology represents performance obligations that are satisfied over time. NextNav recognizes support services ratably over the periods in which the services are provided; the related costs are expensed as incurred. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and deferred revenue on the Consolidated Balance Sheets. The Company bills amounts under its agreed-upon contractual terms at periodic intervals for services, upon shipment for equipment, or upon achievement of contractual milestones or as work progresses. Billing may occur subsequent to revenue recognition, resulting in accounts receivable. The Company may also receive payments from customers before revenue is recognized, resulting in deferred revenue. The following table presents the Company’s revenue disaggregated by category and source: Year Ended 2021 2020 (in thousands) Commercial $ 400 $ — Government contracts 303 416 Equipment sales 37 113 Other 23 40 Total revenue $ 763 $ 569 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 December 31, 2021 and 2020 the Company’s accounts receivable balances were comprised of $1.7 million and $0.1 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 December 31, 2021 the Company’s contract liabilities were $1.6 million. The Company had no contract liabilities as of December 31, 2020. Cost of Goods Sold COGS consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s operations and manufacturing teams. COGS also includes expenses for site leases, cost of equipment, and professional services related to the installation and maintenance of the equipment at each leased site. Research and Development Costs Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s 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. Selling, General and Administrative SG&A expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s business development, marketing, corporate, executive, finance legal, human resources, IT and other administrative functions. SG&A 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. 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: Year Ended December 2021 2020 (in thousands) Cost of goods sold $ 232 $ 893 Research and development 621 1,994 Selling, general and administrative 822 4,476 Total stock-based compensation expense $ 1,675 $ 7,363 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 are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The AT&T Warrant issued by NextNav entitles AT&T to purchase an aggregate of 4,320,133 shares of NextNav’s common stock at an exercise price of $0.01. The AT&T Warrant is expected to be net settled upon redemption, resulting in an issuance of 4,315,813 of NextNav’s common stock. The exercise price represents little consideration compared to the Company’s common stock and there are no other vesting conditions or contingencies associated with them. Accordingly, they are included in the basic EPS calculation during the applicable period. The Company has not considered the effect of the warrants to purchase an aggregate of 18,750,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The determination of the diluted weighted average shares is included in the following calculation of EPS: Year Ended 2021 2020 (in thousands, except per share amounts) Numerator Net loss $ 144,666 $ 137,336 Less cumulative change in redemption value of preferred units 13,831 33,072 Net loss attributable to common stockholders $ 158,497 $ 170,408 Denominator Weighted average shares – basic and diluted 23,561 7,346 Basic and diluted loss per share $ 6.73 $ 23.20 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: December 31, Antidilutive Shares Excluded 2021 2020 (in thousands) Warrants 18,750 16,287 Stock Options 1,950 2,025 Unvested Restricted Stock Units 2,896 168 Unvested Restricted Stock Awards 1,070 — Preferred units — 47,652 Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. 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 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 fiscal years ended December 31, 2021 and 2020. The only component of other comprehensive loss is currency translation adjustments for all periods presented. No income tax expense was allocated to the currency translation adjustments. Segments NextNav operates as one operating segment. NextNav’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources. Substantially all long-lived tangible assets are located in the United States. For the year ended December 31, 2021, three customers accounted for 40%, 31%, and 19% of total revenue. For the year ended December 31, 2020, three customers accounted for 53%, 27%, and 18% of total revenue. Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company early adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. Recent Accounting Developments Not Yet Adopted In February 2016, FASB issued 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. The guidance is effective for the Company’s fiscal year beginning January 1, 2022, with early adoption permitted. The Company will adopt the standard using the modified retrospective transition method as of January 1, 2022 and will not apply the standard to the comparative periods presented in the year of adoption. The Company will use the package of transition practical expedients outlined in the transition guidance. 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 transition option to record a cumulative effect adjustment to retained earnings as of January 1, 2022. The Company is currently assessing the impact of the new standard on its financial statements and expects to recognize right-of-use lease assets for operating leases of approximately $9.2 million to $9.8 million, related lease liabilities of approximately $10.2 million to $10.9 million and cumulative adjustment to opening retained earnings of approximately $0.3 million to $0.7 million. The Company’s estimate represents the net present value of lease payments from all lease obligations that are currently classified as operating leases, such as real estate leases for corporate headquarters and site/shelter leases, that commenced on or before January 1, 2022. The Consolidated Statements of Comprehensive Loss and Cash Flows recognition of lease expense are not expected to significantly change from the current methodology. 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 December 2019, FASB issued ASU 2019-12, 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 is evaluating the impact of the adoption of this ASU and does not expect the impact to be material. 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. |
AT&T Agreement
AT&T Agreement | 12 Months Ended |
Dec. 31, 2021 | |
ATT Agreement [Abstract] | |
AT&T Agreement | 3. AT&T Agreement In October 2019, NextNav entered into a series of agreements with AT&T, including an equipment agreement, a service agreement, and a warrant agreement (the “AT&T Agreements”). The AT&T Agreements provide for: (i) AT&T’s marketing and resale of services to FirstNet ® NextNav’s obligations to AT&T under the AT&T Agreements include providing certain equipment to AT&T in exchange for $0.002 million in cash consideration. NextNav has provided AT&T with certain intellectual property and transition support rights in the event NextNav is unable to continue providing services to AT&T, have significant service outages, or engage in transactions with certain persons. The equipment provided to AT&T is installed on real estate owned or leased by AT&T. NextNav’s exclusive right to access, use and manage the equipment for 7 years (subject to earlier termination after 3 years in certain circumstances) represents continuing involvement in real estate, and NextNav recognized the failed sale-leaseback under the financing method, with $4.7 million of equipment provided to AT&T being recorded within property & equipment on the Consolidated Balance Sheet. The hosting of the equipment at AT&T sites represents an operating lease. The minimum lease payments are comprised of two components, $5.0 million in cash paid to AT&T and the fair value of the AT&T Holdings Warrants (as defined below) at lease inception. The minimum lease payments incurred prior to lease commencement are recognized as prepaid rent and upon lease commencement are recognized as rent expense over the term of the lease on a straight-line basis. Further to the above, NextNav issued AT&T certain warrants to purchase 21,221,299 Class D Redeemable Preferred Units at an exercise price of $2.89 per unit, and in 2020 issued AT&T with additional warrants to purchase 1,910,158 Class D Redeemable Preferred Units under the same terms as the 2019 warrants and 6,947,447 Class A Common Units at an exercise price of $0.01 per unit (collectively the “AT&T Holdings Warrants”). Under the terms of the AT&T Agreements, there are no current obligations for NextNav to provide any licenses or other services to AT&T until they are requested by AT&T. The AT&T Holdings Warrants are subject to certain vesting conditions including the build of the network and execution of certain future service agreements. Additional lease expense associated with these warrants is recognized in the period that vesting becomes probable. As of December 31, 2020, 60% of the AT&T Holdings Warrants had vested. The Class D Redeemable Preferred Units warrants are liability awards as they were issued to AT&T in exchange for goods and services and the Class D Redeemable Preferred Units allow for the redemption of the Class D Redeemable Preferred Units upon request of 66.6% of the Class D Preferred Unitholders which is outside the Company’s control. For the year ended December 31, 2021 and 2020, the Company recognized $12.6 million and $11.0 million, respectively, in changes to the fair value of the Class D Redeemable Preferred Units warrants. The AT&T Class A Common Units warrants have no redemption features outside the control of NextNav, the underlying units were not classified as liabilities, and there are no contingent events that are probable of occurring which would allow NextNav to settle the awards for cash or other assets. Accordingly, the AT&T Class A Common Units warrants were classified as permanent equity. In January 2021, certain vesting milestones were achieved, with an additional 30% of the AT&T Holdings Warrants vesting to AT&T. The Company recognized $5.5 million as lease expense in COGS for the year ended December 31, 2021 related to the 30% vesting. In June 2021, NextNav entered into an amendment to AT&T Holdings Warrants agreement. The amendment provided that the unvested AT&T Holdings Warrants due to AT&T vest upon the earlier of: i) the achievement of certain milestones, as outlined in the agreement; or ii) a capital transaction. Prior to the amendment, the vesting condition for the unvested AT&T Holdings Warrants were only upon the achievement of certain milestones. Upon consummation of the Business Combination, the vesting condition for the remaining 10% of the AT&T Holdings Warrants was achieved, and accordingly, the Company recognized an additional $3.5 million as lease expense in COGS for the year ended December 31, 2021 related to the final 10% vesting. Further, AT&T immediately elected to exchange its fully-vested AT&T Holdings Warrants for a fully-vested warrant to purchase 4,320,133 shares of common stock in NextNav at an exercise price of $0.01 (the “AT&T Warrant”). The Company determined the exchange represented a modification of the AT&T Holdings Warrants as it occurred in contemplation of the consummation of the Business Combination. The modification resulted in a change in classification of the Class D Redeemable Preferred Units warrants from liability to equity, and accordingly, the Company adjusted the warrant liability immediately before the exchange to its settlement date fair value, and reclassed $4.4 million from warrant liability to additional paid-in capital. The Class A Common Units warrants were not adjusted for as the modification did not result in a change of classification. AT&T is entitled to exercise the AT&T Warrant in full (and not in part) at any time prior to October 2039, unless extended pursuant to the terms thereof (the “Exercisability Period”). In the event AT&T does not exercise the AT&T Warrant in full, the AT&T Warrant will be automatically exercised in full one business day prior to the earlier of the consummation of a “change of control” of the Company (as defined in the warrant agreement) or the last day of the Exercisability Period. AT&T is restricted from transferring (subject to limited exceptions) the AT&T Warrant and any warrant shares for a period of 180 days following October 28, 2021, subject to early termination for 50% of the shares underlying the AT&T Warrant upon exercise of the AT&T Warrant in the event that the closing sale price of the Company’s common stock equals or exceeds $12.00 for 20 out of 30 consecutive trading days commencing at least 60 days after October 28, 2021. Thereafter, any transfer of the AT&T Warrant or the warrant shares will be subject to the Securities Act of 1933. AT&T will not have the rights or privileges of holders of common stock and any voting rights until it exercises the AT&T Warrant and receive shares of common stock. After the issuance of shares of the common stock upon exercise of the AT&T Warrant, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. |
Property, Equipment, Network Un
Property, Equipment, Network Under Construction, and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, Network Under Construction, and Intangible Assets | 4. Property, Equipment, Network Under Construction, and Intangible Assets Property and equipment and network under construction consisted of the following: Year Ended 2021 2020 (in thousands) Network under construction $ 494 $ 16,828 TerraPoiNT network 16,620 — Office equipment, furniture, and leasehold improvements 1,270 1,201 Pinnacle network 6,581 5,767 Accumulated depreciation (2,714 ) (1,262 ) Property and equipment, net $ 22,251 $ 22,534 Depreciation expense on property and equipment was $1.5 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Network under construction consisted of a tower and rooftop network of beacons with total balances of $0.5 million and $16.8 million as of December 31, 2021 and 2020, respectively. There was no depreciation expense on network under construction in 2021 or 2020. No impairment was recorded for the years ended December 31, 2021 or 2020. Intangible assets consisted of the following: Year Ended 2021 2020 (in thousands) Indefinite-Lived Intangible assets $ 3,467 $ 3,467 Software $ 2,432 $ 2,172 Accumulated Amortization (1,804 ) (1,494 ) Software, net 628 678 Amortization expense on software was $0.3 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Software future amortization is expected as follows: For the twelve months ending December 31, 2022 316 For the twelve months ending December 31, 2023 255 For the twelve months ending December 31, 2024 57 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilites [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consisted of the following: Year Ended 2021 2020 (in thousands) Accrued salary and other employee liabilities $ 2,423 $ 1,327 Accrued legal and professional services 1,540 968 Accrued cash interest and unfunded fees — 1,068 Other accrued liabilities 637 198 Total $ 4,600 $ 3,561 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt In December 2019, Holdings entered into the Financing Agreement under which it could borrow up to $100.0 million through a senior secured loan facility. An amendment to the Financing Agreement (“First Amendment”) was entered into in January 2020, under which related party investors were added as new lenders bringing the total commitment under the Financing Agreement from $100.0 million to $105.3 million, $65.0 million of which was available to fund operations of Holdings with the rest available to fund costs incurred pursuant to the Financing Agreement, including legal and advisor costs, cash interest and paid-in-kind (“PIK”) interest. In June 2021, Holdings entered into a second amendment (“Second Amendment”) to the Financing Agreement. Under the terms of the Second Amendment, the amount available to fund the operations of Holdings was increased from $65.0 million to $80.0 million, with the remainder available to fund costs incurred pursuant to the Financing Agreement, including legal and advisor costs and cash interest. The total amount committed under the Financing Agreement remained unchanged at $105.3 million. The Financing Agreement contained loan options of either a reference rate loan with an interest rate floor of 6% or a LIBOR rate loan with an interest rate floor of 5%. Added to the reference rate and LIBOR loans, are applicable margins of 6% and 7%, respectively, resulting in combined interest and applicable margin rates of at least 12% per annum on all loans made pursuant to the Financing Agreement. In connection with the Business Combination, the Company used a portion of the post-Business Combination proceeds to pay the outstanding balance at October 28, 2021 of $96.9 million on the Financing Agreement, which represented the full outstanding principal, accrued cash interest and PIK interest, and other applicable fees. As part of the payoff, the Company recorded debt extinguishment costs of $8.6 million for the unamortized balance of the debt discount and debt issuance costs. The fair value of the senior secured loan, which is designated as Level 3 in the fair value hierarchy, was $59.1 million at December 31, 2020. |
Warrants and Warrant Liability
Warrants and Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Warrants Liability [Abstract] | |
Warrants and Warrant Liability | 7. Warrants and Warrant Liability In addition to the AT&T Warrant described in Note 3, there were 33,784,576 Financing Warrants outstanding prior to the Business Combination, which were exercised by the holders and immediately converted into shares of common stock of NextNav upon consummation of the Business Combination. Upon exercise of the Financing Warrants, NextNav recorded $174.3 million to additional paid-in capital. Prior to the Business Combination, the Financing Warrants were recorded as a liability, and the Company recorded a $84.0 million fair value adjustment for the Financing Warrants for the year ended December 31, 2021 prior to their exercise. As of December 31, 2021, NextNav had 18,875,000 warrants outstanding including: (a) 10,000,000 public warrants sold in connection with Spartacus’ initial public offering (the “Public Warrants”) and (b) 8,750,000 warrants issued to Sponsor in a private placement on the initial public offering closing date (the “Private Placement Warrants”). The Private Placement Warrants are classified as a liability on the Company’s Consolidated Balance Sheet as of December 31, 2021. As of December 31, 2021, the Company recorded $12.9 million to the Consolidated Statement of Comprehensive Loss as a fair value adjustment for the Private Placement Warrants. Upon consummation of the Business Combination, the terms included in the Public Warrants that initially precluded equity classification were no longer applicable, with the Public Warrants issued during Sparatcus’ initial public offering being reclassified from a liability to equity. Accordingly, NextNav reclassified $17.8 million from warrant liability to additional paid-in capital. Following the consummation of the Business Combination, holders of the Public Warrants and Private Placement Warrants are entitled to acquire shares of common stock of NextNav. 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 five years after the completion of the Business Combination. 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 Sponsor 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. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 8. 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) December 31, 2021 Warrants — — $ 28,875 $ 28,875 December 31, 2020 Warrants — — $ 101,325 $ 101,325 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 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 December 31, 2021, NextNav used a Monte Carlo simulation model. For the Financing Warrants and the AT&T Warrant outstanding as of December 31, 2020, the Company used Black-Scholes option pricing model, utilizing certain assumptions to allocate the equity value to the warrants at each reporting date. The following table shows the assumptions used in each respective model: December 31, December 31, Values Values Equity Value $ — $ 525,034,000 Stock Price $ 8.76 $ — Strike price $ 11.50 $ — Holding Period/Term (years) 4.80 3.00 Volatility 52.90 % 59.50 % Expected dividends None None Risk-Free Rate 1.23 % 0.17 % Fair value of warrants $ 3.30 $ — Discount for Lack of Marketability — 10.0 % 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 January 1, 2021 $ 101,325 Vesting of AT&T Warrant 5,943 Fair value adjustment of AT&T Warrant (12,555 ) Fair value adjustment of Financing Warrants 84,011 Exercise of Financing Warrants (174,328 ) Reclassification of AT&T Warrant to Equity (4,395 ) Private Placement Warrants 16,013 Fair value adjustment of Private Placement Warrants 12,861 Balance as of December 31, 2021 $ 28,875 |
Common Stock and Convertible Pr
Common Stock and Convertible Preferred Units | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock and Convertible Preferred Units [Abstract] | |
Common Stock and Convertible Preferred Units | 9. Common Stock and Convertible Preferred Units The Consolidated Statements of Changes in Stockholders’ Equity reflect the Business Combination as of October 28, 2021. As Holdings was deemed the accounting acquirer in the Business Combination, all periods prior to the consummation date reflect the balances and activity of Holdings. The balances as of December 31, 2021 and 2020 from the financial statements of Holdings as of that date, share activity (redeemable preferred units, common units, additional paid in capital, and accumulated deficit) and per share amounts were retroactively adjusted, where applicable. Common Stock In connection with the Business Combination, NextNav amended and restated its certificate of incorporation. As of December 31, 2021, 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 December 31, 2021, NextNav had 96,546,611 shares of common stock issued and outstanding. Holdings’ Convertible Preferred Units Below is historical summary information of Class C Redeemable Preferred Units and Class D Redeemable Preferred Units (collectively, Preferred Units) rights of Holdings. Cumulative Preferred Return — Conversion — Voting — Redemption Given the redemption rights contained within the Class C Redeemable Preferred Units and the Class D Redeemable Preferred Units, Holdings accounted for the outstanding Preferred Units as mezzanine equity in its Consolidated Balance Sheets. The Class C Redeemable Preferred Units and the Class D Redeemable Preferred Units were initially recorded at fair value, net of transaction costs, at issuance. At each reporting period, the carrying amount was adjusted to equal what the redemption amount would be as if redemption were to occur at the end of the reporting date based on the conditions that exist as of that date. The recorded redemption value of the Preferred Units includes accrued but unpaid dividends. At December 31, 2020, the redemption value of the Class C Redeemable Preferred Units was $11.9 million, and the redemption value of the Class D Redeemable Preferred Units was $357.7 million. In connection with the Business Combination on October 28, 2021, all outstanding units of Holdings’ Class C Redeemable Preferred Units and Class D Redeemable Preferred Units converted into 5,365,566 and 42,286,068 shares of common stock of NextNav, respectively, with redemption values of $11.9 million and $371.6 million, respectively, retroactively adjusted as a result of the Business Combination. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 10. Equity-Based Compensation Holdings Unit Option and Profit Interest Plan Prior to the Business Combination, Holdings maintained an equity-based compensation plan. Holdings adopted the 2011 Unit Option and Profit Interest Plan, amended in 2020 and 2021 (“Incentive Plan”) for the purpose of granting options, profit interests and common equity units with 21.4 million common units authorized for issuance. Holdings issued three types of equity instruments under the plan: - Unit Options — These Unit Awards are granted with strike prices set at fair value on the date of grant, vesting periods of various lengths, but generally over four years, and contractual lives of 10 years. - Profit Interests Units (“Profit Interests”) — These Unit Awards are granted with profit hurdles set at fair value on the date of grant with vesting periods of various lengths, but generally over four years. - Series B-4 Units Restricted Units (“B-4s”) — These Unit Awards are granted at fair value on the date of grant, the majority of which are fully vested on the grant date. On October 21, 2020, Holdings modified the terms for Unit Options and Profit Interests outstanding for current employees and service providers. The modifications to the terms of the Unit Options consisted of reducing the exercise price for Unit Options with remaining contractual lives of at least 7 years. Unit Options with remaining contractual lives of less than 7 years were cancelled and re-granted with 10 year contractual lives and the exercise price was lowered. Further, the modifications to the Profit Interests consisted of lowering the hurdle. No other terms were changed. The modifications resulted in the options to 31 grantees being cancelled and re-granted with a reduced exercise price. Profit hurdles were reduced for 19 Profit Interest holders. The incremental compensation cost recorded by the Company for the year ended December 31, 2020 resulting from the modifications was $1.5 million. Each Unit Option from the Incentive Plan that was outstanding prior to the Business Combination, whether vested or unvested, was converted by its terms into an option to acquire a number of shares of common stock of NextNav (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of units of Holdings common units subject to such Unit Option immediately prior to the Business Combination and (ii) the Exchange Ratio (as defined in the Incentive Plan), at an exercise price per unit (rounded up to the nearest whole cent) equal to (A) the exercise price per unit of such Holdings option immediately prior to the consummation of the Business Combination, divided by (B) the exchange ratio. Except as specifically provided in the Merger Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding to the corresponding former Unit Option immediately prior to the consummation of the Business Combination. As of December 31, 2021, there were Exchanged Options to purchase 1,968,861 shares of common stock of NextNav. All stock unit activity was retroactively restated to reflect the Exchanged Options. Upon consummation of the Business Combination and adoption of the Omnibus Plan (as defined below), the Profit Interests and B-4s converted and were retroactively restated in the same manner as the Exchanged Options except that the Profit Interests and B-4s were exchanged for NextNav restricted stock units. All terms and conditions (including vesting and exercisability terms) under the Incentive Plan remained the same following the Business Combination. NextNav 2021 Omnibus Incentive Plan In October 2021, the Company adopted the NextNav 2021 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan became effective upon consummation of the Business Combination and succeeds the Incentive Plan. Upon adoption of the Omnibus Plan, a total of 12,818,902 shares were approved to be issued as stock options under the Omnibus Plan, of which restricted stock units for 2,741,920 shares were granted under the Omnibus Plan as a transaction grant after the consummation of the Business Combination. Stock Options Valuation The Black-Scholes option pricing model requires NextNav to make certain assumptions, including the fair value of the underlying units, the expected term, the expected volatility, the risk-free interest rate, and the dividend yield. The expected term of option awards is calculated as the midpoint between the vesting date and the end of the contractual term. Historical data is not sufficient to reasonably estimate the expected term of new grants. The expected dividend rate of zero is based on the fact that NextNav has not historically paid and does not expect to pay a dividend on its common stock. The risk-free interest rate was based on U.S. Treasury yields for securities with similar terms. Volatility was calculated based on the trading prices for a group of comparable public companies. Assumptions used in determining the fair value of Stock Options issued each year are as follows: Year Ended 2021 2020 Expected volatility 51.21 % 59.50 % Expected term (years) 6.25 6.25 Expected dividends None None Risk-free rate 1.34 % 0.65 % The following table summarizes stock option activity under the Omnibus Plan: Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate (in thousands, except per share data) Options outstanding at December 31, 2020 5,622 $ 0.15 $ 9.66 $ 6,481 Recapitalization Impact (3,604 ) 0.27 — Outstanding at December 31, 2020 2,018 $ 0.42 $ 9.66 $ 6,481 Granted 63 5.06 — — Cancelled 126 0.34 — — Exercised 5 0.10 — — Options outstanding at December 31, 2021 1,950 $ 0.54 $ 8.51 $ 16,519 Options exercisable at December 31, 2021 1,146 $ 0.45 $ 8.36 $ 9,526 Options exercisable at December 31, 2020 714 $ 0.64 $ 9.47 $ 2,205 Unvested at December 31, 2021 804 $ 0.67 $ 8.73 $ 6,503 Unvested at December 31, 2020 1,304 $ 0.32 $ 9.79 $ 161 The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $4.83 and $3.32, respectively. The intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $8.5 million and $0.01 million, respectively. As of December 31, 2021, the total compensation cost related to nonvested awards not yet recognized was $2.74 million and the weighted-average period over which it is expected to be recognized was 2.72 years. Equity-based compensation expense of $1.2 million and $1.0 million related to the Omnibus Plan equity awards was recognized during the years ended December 31, 2021 and 2020, respectively. Restricted Stock Awards and Restricted Stock Units The Company’s restricted stock awards are comprised of Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”). The following table summarizes RSA and RSU activity during the year ended December 31, 2021: Restricted Stock Units Restricted Stock Awards Total Restricted Awards Weighted-Average (in thousands, except per share data) Units nonvested at January 1, 2021 472 - 472 $ 1.28 Recapitalization Impact (304 ) - (304 ) 2.39 Units nonvested at January 1, 2021 168 - 168 $ 3.67 Units granted in 2021 2,821 1,070 3,891 9.31 Units vested in 2021 93 - 93 3.77 Units nonvested at December 31, 2021 2,896 1,070 3,966 $ 9.20 The grant date fair value of RSAs and RSUs granted during the year ended December 31, 2021 was $36.2 million. The total fair value of RSAs and RSUs vested upon grant and vested during the year ended December 31, 2021 was $0.4 million. As of December 31, 2021, the total compensation cost related to RSAs and RSUs not yet recognized was $36.1 million and the weighted-average period over which it is expected to be recognized was 1.94 years. Equity-based compensation expense of $0.5 million related to the RSAs and RSUs was recognized during the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies 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 site leases include options to extend or terminate the lease. NextNav establishes the number of renewal option periods used in determining the operating lease term based upon its assessment at the inception of the operating lease of the number of option periods for which failure to renew the lease imposes a penalty in such amount that renewal appears to be reasonably certain. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Rent expense is recognized on a straight line basis over the over the operating 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. The future minimum payments under these operating lease agreements are as follows: For the Twelve Months Ended December 31, (in thousands) 2022 $ 3,335 2023 $ 2,400 2024 $ 1,548 2025 $ 1,109 Thereafter $ 1,581 During the years ended December 31, 2021 and 2020, rent expense was $13.6 million and $3.8 million, respectively. Litigation and Legal Matters From time to time, the Company may be 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 December 31, 2021, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes As disclosed Note 1, on October 28, 2021 the Company became the owner of Holdings and the various operating subsidiaries of Holdings. Holdings is taxed as a partnership, and as such is generally not subject to federal, state, or local income tax directly. Rather, its members are subject to income taxations based on the member’s portion of Holdings’ income or loss. Accordingly, in addition to the Company’s operating activities, the Company will also incur income taxes on its allocable share of any net taxable income of Holdings. Holdings’ non-operating subsidiary, CommLabs, Inc., is taxed as a U.S. corporation. Holdings, through its subsidiaries, also owns an Indian subsidiary, Commlabs Technology Centre Pvt. Ltd. (“Commlabs India”), which is taxed as a corporation in India and, as such, is subject to Indian entity-level income tax. U.S. and international components of (loss) income before income taxes were comprised of the following for the periods indicated: Year Ended 2021 2020 (in thousands) United States (144,811 ) (137,431 ) Foreign 197 133 Total $ (144,614 ) $ (137,298 ) The (benefit from) provision for income taxes consisted of the following for the periods indicated: Year Ended 2021 2020 (in thousands) Provision (benefit) for income taxes: Current: Federal $ — $ — State — — Foreign 52 38 Total current 52 38 Deferred: Federal — — State — — Foreign — — Total deferred — — Provision (benefit) for income taxes: 52 38 The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company’s loss or income before income taxes as follows for the periods indicated: Year Ended 2021 2020 Income Tax Expense at Federal Statutory Rate 21.0 % 21.0 % Permanent items (1.87 )% 0.00 % State taxes, net of federal tax effect 1.85 % 0.0 % Book income not subject to tax (3.63 )% (21.03 )% Change in Valuation Allowance (17.39 )% 0.00 % Other permanent differences 0.0 % 0.00 % Effective income tax rate (0.04 )% (0.03 )% The change in the Company’s effective tax rate in 2021, as compared to the prior year, was primarily due to the change in pre-tax book income earned by Commlabs India. Additionally, the difference in the Company’s effective tax rate to the statutory rate is driven the income earned in 2021 prior to the Business Combination which is not subject to tax and the need for a full valuation allowance. As of December 31, 2021, the Company has accumulated undistributed earnings generated by Commlabs India of approximately $0.9 million. Because all of these earnings have previously been subject to the one-time transition tax on foreign earnings required by the Tax Cuts and Jobs Act of 2017, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign and state taxes. The Company intends, however, to indefinitely reinvest these earnings and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows for the periods indicated: Year Ended 2021 2020 (in thousands) Deferred tax assets, net Net operating loss carryforwards $ 8,657 $ 1,861 Stock Compensation 384 — Basis in underlying investments 65,810 — Gross deferred tax assets $ 74,850 $ 1,861 Valuation allowance (74,850 ) (1,861 ) Deferred tax assets, net of valuation allowance — — Deferred tax liabilities — — Total deferred tax liabilities — — Total net deferred tax (liability) asset $ — $ — Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets (“DTA”). A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future growth. On the basis of this evaluation, as of December 31, 2021, a full valuation allowance of $74.9 million has been recorded because management has concluded that it is more likely than not that such DTA will ultimately not be realized. The amount of the DTA considered realizable, however, could be adjusted in future years if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. As of December 31, 2020, and 2021, the Company did not have any unrecognized income tax benefits. The Company has U.S. income tax net operating loss (“NOL”) carryforwards of $37.6 million and $7.2 million as of December 31, 2021 and 2020, respectively. The Company’s NOLs in the U.S. may be limited under Section 382 of the Internal Revenue Code (“IRC”). NOLs are limited when there is a significant ownership change as defined by the IRC Section 382. At this time, the Company expects that none of its federal NOLs will expire unutilized as a result of a limitation under Section 382. The Company had no state or foreign NOLs as of December 31, 2020. As of December 31, 2021, the Company had no foreign NOLs and $0.7 million amount of state NOLs, which will begin to expire in 2027. The Company is subject to taxation in the United States, various states within the United States, and India. Each jurisdiction has its own statute of limitations for making assessment of additional tax liabilities. As of December 31, 2021, due to its net operating losses, all of the Company’s tax years remained open for U.S. Federal and state income tax purposes. India has a 4-year statute of limitations, so years prior to 2017 are closed. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 13. Retirement Plan NextNav sponsors a defined contribution benefit plan to provide retirement benefits for its employees. Participants may make voluntary contributions not to exceed maximum allowable contribution amounts. NextNav made discretionary contributions and matching contributions, totaling $0.3 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events The Company has completed an evaluation of all subsequent events through the date of this Annual Report on Form 10-K 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 event has occurred that require disclosure. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions have been eliminated in consolidation. 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. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes 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 | Cash and Cash Equivalents 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 reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. |
Restricted Cash | Restricted Cash Restricted cash represents deposits held in escrow in exchange for a letter of credit. The obligation under the letter of credit was satisfied in the current reporting period, with the restriction on the deposits removed. |
Property and Equipment and Network under Construction | Property and Equipment and Network under Construction Property and equipment, net of accumulated depreciation and network under construction are recorded at cost. Employee-related costs for construction of network assets are also capitalized during the construction phase. Expenditures for maintenance and repairs that do not materially extend the useful lives of property and equipment are charged to cost of goods sold (“COGS”) and selling, general and administrative (“SG&A”) as incurred. When property or equipment is retired or otherwise disposed of, the related property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is included in the Consolidated Statements of Comprehensive Loss. NextNav records asset retirement obligations associated with the contractually required removal of property and equipment assets from leased properties. When an asset retirement obligation is identified, NextNav records the fair value of the obligation discounted at present value as a liability. The fair value of the obligation is also capitalized as property and equipment, which is amortized over the estimated remaining useful life of the associated asset. Accretion expense on the liability is recognized over the estimated life of the related assets. Asset retirement obligations for the years ended December 31, 2021 and 2020 were: Year Ended 2021 2020 (in thousands) Beginning Balance $ 590 $ 501 Liabilities incurred 185 55 Liabilities settled (36 ) (37 ) Accretion 236 71 Ending Balance $ 975 $ 590 Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Pinnacle and TerraPoiNT network assets 5–8 years Office equipment, furniture and software 2–5 years Leasehold improvements Shorter of the useful life or lease term |
Software Development Costs | Software Development Costs Research and development costs to develop software to be sold, leased or marketed are expensed as incurred up to the point of technological feasibility for the related software product. NextNav has not capitalized development costs for software to be sold, leased or marketed to date, as the software development process is essentially completed concurrent with the establishment of technological feasibility. As such, these costs are expensed as incurred and recognized in research and development costs in the Consolidated Statements of Comprehensive Loss. Software developed for internal use, with no substantive plans to market such software at the time of development, are capitalized and included in intangible assets in the Consolidated Balance Sheets. Costs incurred during the preliminary planning and evaluation and post implementation stages of the project are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. In 2021 and 2020, the Company capitalized $0.2 million and $0.7 million, respectively, of development costs related to internal use software. Internal use software is amortized over a 3 year useful life. Amortization was $0.3 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. |
Long Lived Assets | Long Lived Assets NextNav’s property and equipment and network under construction are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, impairment is determined by comparing the carrying value of these long-lived assets to management’s probability weighted estimate of the future undiscounted cash flows expected to result from the use of the asset or asset group. In the event an impairment exists, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset group. |
Indefinite-Lived Intangible assets | Indefinite-Lived Intangible assets NextNav holds wireless Multilateration Location and Monitoring Service (“LMS”) licenses. Certain general regulatory requirements apply to all licensed wireless spectrum, including, for example, certain build-out or “substantial service” requirements, which generally must be satisfied as a condition to the license. NextNav is actively engaged in either meeting such requirements currently or seeking an extension of such requirements from the Federal Communications Commission (“FCC”) for each of its LMS licenses. Although licenses are issued by the FCC for only a fixed time, ten years, such licenses are subject to renewal by the FCC, based on the achievement of certain milestones and a finding that such renewal would serve the public interest. Upon renewal, the licenses are granted for additional ten-year periods. All of NextNav’s licenses are up for renewal at the same time. Renewal of NextNav’s licenses has occurred previously and at nominal cost. As a result, NextNav treats its wireless LMS spectrum licenses as an indefinite-lived intangible asset. NextNav reevaluates the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Costs incurred to maintain the FCC licenses are recorded in operating expenses. NextNav assesses indefinite-lived intangible assets for potential impairment annually as of October 1 or during the year if an event or other circumstance indicates that NextNav may not be able to recover the carrying amount of the asset. In evaluating indefinite-lived intangible assets for impairment, NextNav first assesses qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If NextNav concludes that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. However, if NextNav concludes that it is more likely than not that the fair value of the asset is less than its carrying value, then NextNav performs a two-step impairment test to identify potential impairment and measures the amount of impairment it will recognize, if any. Based on its qualitative assessment performed for the years ended December 31, 2021 and 2020, NextNav concluded that it was not more likely than not that the fair value of its indefinite-lived asset is less than its carrying amount, and as such, no impairment exists. |
Revenue | Revenue NextNav derives its revenue from indoor and dense-urban positioning technology, products and services including revenue generated through technology demonstration and assessment contracts with customers, support services provided to customers, sales of equipment, and licensing of proprietary technology. The Company recognizes revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, payment terms are determined and collection of consideration is probable. The Company sells software licenses and services through arrangements that may bundle software, equipment, and other services. When the Company determines that it has separate distinct performance obligations, the Company allocates the bundled contract price among the various performance obligations based on each deliverable’s stand-alone selling price. If the stand-alone selling price is not directly observable, the Company estimates the amount to be allocated for each performance obligation based on observable market transactions. When the Company determines the performance obligations are not distinct, the Company recognizes revenue on a combined basis as the obligation is satisfied. To the extent the Company’s contracts include variable consideration, the transaction price includes both fixed and variable consideration. The variable consideration contained within the Company’s contracts with customers may include discounts, credits and other similar items. When a contract includes variable consideration, the Company evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. NextNav recognizes equipment sales and the related costs when control of the equipment passes to the customer, typically upon shipment. The Company has made an accounting policy election to account for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of goods sold. Customers do not have rights of return without NextNav’s prior consent. Revenue pursuant to licensing agreements for NextNav’s technology represents performance obligations that are satisfied over time. NextNav recognizes support services ratably over the periods in which the services are provided; the related costs are expensed as incurred. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and deferred revenue on the Consolidated Balance Sheets. The Company bills amounts under its agreed-upon contractual terms at periodic intervals for services, upon shipment for equipment, or upon achievement of contractual milestones or as work progresses. Billing may occur subsequent to revenue recognition, resulting in accounts receivable. The Company may also receive payments from customers before revenue is recognized, resulting in deferred revenue. The following table presents the Company’s revenue disaggregated by category and source: Year Ended 2021 2020 (in thousands) Commercial $ 400 $ — Government contracts 303 416 Equipment sales 37 113 Other 23 40 Total revenue $ 763 $ 569 |
Contract Balances | 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 December 31, 2021 and 2020 the Company’s accounts receivable balances were comprised of $1.7 million and $0.1 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 December 31, 2021 the Company’s contract liabilities were $1.6 million. The Company had no contract liabilities as of December 31, 2020. |
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 the Company’s operations and manufacturing teams. COGS also includes expenses for site leases, cost of equipment, and professional services related to the installation and maintenance of the equipment at each leased site. |
Research and Development Costs | Research and Development Costs Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s 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. |
Selling, General and Administrative | Selling, General and Administrative SG&A expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s business development, marketing, corporate, executive, finance legal, human resources, IT and other administrative functions. SG&A 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. |
Equity-Based Compensation | 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: Year Ended December 2021 2020 (in thousands) Cost of goods sold $ 232 $ 893 Research and development 621 1,994 Selling, general and administrative 822 4,476 Total stock-based compensation expense $ 1,675 $ 7,363 |
Basic and Diluted Net Loss per Share | 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 are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The AT&T Warrant issued by NextNav entitles AT&T to purchase an aggregate of 4,320,133 shares of NextNav’s common stock at an exercise price of $0.01. The AT&T Warrant is expected to be net settled upon redemption, resulting in an issuance of 4,315,813 of NextNav’s common stock. The exercise price represents little consideration compared to the Company’s common stock and there are no other vesting conditions or contingencies associated with them. Accordingly, they are included in the basic EPS calculation during the applicable period. The Company has not considered the effect of the warrants to purchase an aggregate of 18,750,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The determination of the diluted weighted average shares is included in the following calculation of EPS: Year Ended 2021 2020 (in thousands, except per share amounts) Numerator Net loss $ 144,666 $ 137,336 Less cumulative change in redemption value of preferred units 13,831 33,072 Net loss attributable to common stockholders $ 158,497 $ 170,408 Denominator Weighted average shares – basic and diluted 23,561 7,346 Basic and diluted loss per share $ 6.73 $ 23.20 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: December 31, Antidilutive Shares Excluded 2021 2020 (in thousands) Warrants 18,750 16,287 Stock Options 1,950 2,025 Unvested Restricted Stock Units 2,896 168 Unvested Restricted Stock Awards 1,070 — Preferred units — 47,652 |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. |
Foreign Currency Translation | 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 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 fiscal years ended December 31, 2021 and 2020. The only component of other comprehensive loss is currency translation adjustments for all periods presented. No income tax expense was allocated to the currency translation adjustments. |
Segments | Segments NextNav operates as one operating segment. NextNav’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources. Substantially all long-lived tangible assets are located in the United States. For the year ended December 31, 2021, three customers accounted for 40%, 31%, and 19% of total revenue. For the year ended December 31, 2020, three customers accounted for 53%, 27%, and 18% of total revenue. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company early adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. |
Recent Accounting Developments Not Yet Adopted | Recent Accounting Developments Not Yet Adopted In February 2016, FASB issued 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. The guidance is effective for the Company’s fiscal year beginning January 1, 2022, with early adoption permitted. The Company will adopt the standard using the modified retrospective transition method as of January 1, 2022 and will not apply the standard to the comparative periods presented in the year of adoption. The Company will use the package of transition practical expedients outlined in the transition guidance. 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 transition option to record a cumulative effect adjustment to retained earnings as of January 1, 2022. The Company is currently assessing the impact of the new standard on its financial statements and expects to recognize right-of-use lease assets for operating leases of approximately $9.2 million to $9.8 million, related lease liabilities of approximately $10.2 million to $10.9 million and cumulative adjustment to opening retained earnings of approximately $0.3 million to $0.7 million. The Company’s estimate represents the net present value of lease payments from all lease obligations that are currently classified as operating leases, such as real estate leases for corporate headquarters and site/shelter leases, that commenced on or before January 1, 2022. The Consolidated Statements of Comprehensive Loss and Cash Flows recognition of lease expense are not expected to significantly change from the current methodology. 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 December 2019, FASB issued ASU 2019-12, 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 is evaluating the impact of the adoption of this ASU and does not expect the impact to be material. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of asset retirement obligations | Year Ended 2021 2020 (in thousands) Beginning Balance $ 590 $ 501 Liabilities incurred 185 55 Liabilities settled (36 ) (37 ) Accretion 236 71 Ending Balance $ 975 $ 590 |
Schedule of depreciation using the straight-line method over the estimated useful lives of the assets | Pinnacle and TerraPoiNT network assets 5–8 years Office equipment, furniture and software 2–5 years Leasehold improvements Shorter of the useful life or lease term |
Schedule of company’s revenue disaggregated by category and source | Year Ended 2021 2020 (in thousands) Commercial $ 400 $ — Government contracts 303 416 Equipment sales 37 113 Other 23 40 Total revenue $ 763 $ 569 |
Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses | Year Ended December 2021 2020 (in thousands) Cost of goods sold $ 232 $ 893 Research and development 621 1,994 Selling, general and administrative 822 4,476 Total stock-based compensation expense $ 1,675 $ 7,363 |
Schedule of diluted weighted average shares | Year Ended 2021 2020 (in thousands, except per share amounts) Numerator Net loss $ 144,666 $ 137,336 Less cumulative change in redemption value of preferred units 13,831 33,072 Net loss attributable to common stockholders $ 158,497 $ 170,408 Denominator Weighted average shares – basic and diluted 23,561 7,346 Basic and diluted loss per share $ 6.73 $ 23.20 |
Schedule of anti-dilutive unvested restricted stock units | December 31, Antidilutive Shares Excluded 2021 2020 (in thousands) Warrants 18,750 16,287 Stock Options 1,950 2,025 Unvested Restricted Stock Units 2,896 168 Unvested Restricted Stock Awards 1,070 — Preferred units — 47,652 |
Property, Equipment, Network _2
Property, Equipment, Network Under Construction, and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Year Ended 2021 2020 (in thousands) Network under construction $ 494 $ 16,828 TerraPoiNT network 16,620 — Office equipment, furniture, and leasehold improvements 1,270 1,201 Pinnacle network 6,581 5,767 Accumulated depreciation (2,714 ) (1,262 ) Property and equipment, net $ 22,251 $ 22,534 |
Schedule of Intangible assets | Year Ended 2021 2020 (in thousands) Indefinite-Lived Intangible assets $ 3,467 $ 3,467 Software $ 2,432 $ 2,172 Accumulated Amortization (1,804 ) (1,494 ) Software, net 628 678 |
Schedule of future amortization | For the twelve months ending December 31, 2022 316 For the twelve months ending December 31, 2023 255 For the twelve months ending December 31, 2024 57 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilites [Abstract] | |
Schedule of accrued liabilities | Year Ended 2021 2020 (in thousands) Accrued salary and other employee liabilities $ 2,423 $ 1,327 Accrued legal and professional services 1,540 968 Accrued cash interest and unfunded fees — 1,068 Other accrued liabilities 637 198 Total $ 4,600 $ 3,561 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value | Level 1 Level 2 Level 3 Total (in thousands) December 31, 2021 Warrants — — $ 28,875 $ 28,875 December 31, 2020 Warrants — — $ 101,325 $ 101,325 |
Schedule of fair value warrants estimated using the Black-Scholes option-pricing model | December 31, December 31, Values Values Equity Value $ — $ 525,034,000 Stock Price $ 8.76 $ — Strike price $ 11.50 $ — Holding Period/Term (years) 4.80 3.00 Volatility 52.90 % 59.50 % Expected dividends None None Risk-Free Rate 1.23 % 0.17 % Fair value of warrants $ 3.30 $ — Discount for Lack of Marketability — 10.0 % |
Schedule of liabilities measured at fair value | Warrants: (in thousands) Balance as of January 1, 2021 $ 101,325 Vesting of AT&T Warrant 5,943 Fair value adjustment of AT&T Warrant (12,555 ) Fair value adjustment of Financing Warrants 84,011 Exercise of Financing Warrants (174,328 ) Reclassification of AT&T Warrant to Equity (4,395 ) Private Placement Warrants 16,013 Fair value adjustment of Private Placement Warrants 12,861 Balance as of December 31, 2021 $ 28,875 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of fair value of stock options issued | Year Ended 2021 2020 Expected volatility 51.21 % 59.50 % Expected term (years) 6.25 6.25 Expected dividends None None Risk-free rate 1.34 % 0.65 % |
Schedule of summarizes stock option activity | Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate (in thousands, except per share data) Options outstanding at December 31, 2020 5,622 $ 0.15 $ 9.66 $ 6,481 Recapitalization Impact (3,604 ) 0.27 — Outstanding at December 31, 2020 2,018 $ 0.42 $ 9.66 $ 6,481 Granted 63 5.06 — — Cancelled 126 0.34 — — Exercised 5 0.10 — — Options outstanding at December 31, 2021 1,950 $ 0.54 $ 8.51 $ 16,519 Options exercisable at December 31, 2021 1,146 $ 0.45 $ 8.36 $ 9,526 Options exercisable at December 31, 2020 714 $ 0.64 $ 9.47 $ 2,205 Unvested at December 31, 2021 804 $ 0.67 $ 8.73 $ 6,503 Unvested at December 31, 2020 1,304 $ 0.32 $ 9.79 $ 161 |
Schedule of summarizes RSA and RSU activity | Restricted Stock Units Restricted Stock Awards Total Restricted Awards Weighted-Average (in thousands, except per share data) Units nonvested at January 1, 2021 472 - 472 $ 1.28 Recapitalization Impact (304 ) - (304 ) 2.39 Units nonvested at January 1, 2021 168 - 168 $ 3.67 Units granted in 2021 2,821 1,070 3,891 9.31 Units vested in 2021 93 - 93 3.77 Units nonvested at December 31, 2021 2,896 1,070 3,966 $ 9.20 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under these operating lease agreements | For the Twelve Months Ended December 31, (in thousands) 2022 $ 3,335 2023 $ 2,400 2024 $ 1,548 2025 $ 1,109 Thereafter $ 1,581 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes | Year Ended 2021 2020 (in thousands) United States (144,811 ) (137,431 ) Foreign 197 133 Total $ (144,614 ) $ (137,298 ) |
Schedule of provision for income taxes | Year Ended 2021 2020 (in thousands) Provision (benefit) for income taxes: Current: Federal $ — $ — State — — Foreign 52 38 Total current 52 38 Deferred: Federal — — State — — Foreign — — Total deferred — — Provision (benefit) for income taxes: 52 38 |
Schedule of federal statutory income tax rate | Year Ended 2021 2020 Income Tax Expense at Federal Statutory Rate 21.0 % 21.0 % Permanent items (1.87 )% 0.00 % State taxes, net of federal tax effect 1.85 % 0.0 % Book income not subject to tax (3.63 )% (21.03 )% Change in Valuation Allowance (17.39 )% 0.00 % Other permanent differences 0.0 % 0.00 % Effective income tax rate (0.04 )% (0.03 )% |
Schedule of deferred tax assets and liabilities | Year Ended 2021 2020 (in thousands) Deferred tax assets, net Net operating loss carryforwards $ 8,657 $ 1,861 Stock Compensation 384 — Basis in underlying investments 65,810 — Gross deferred tax assets $ 74,850 $ 1,861 Valuation allowance (74,850 ) (1,861 ) Deferred tax assets, net of valuation allowance — — Deferred tax liabilities — — Total deferred tax liabilities — — Total net deferred tax (liability) asset $ — $ — |
Organization and Business; Bu_2
Organization and Business; Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Oct. 28, 2021 | |
Organization and Business; Business Combination (Details) [Line Items] | ||
Cash (in Dollars) | $ 25.9 | |
Equity issuance costs (in Dollars) | $ 23 | |
Number of common stock shares | 95,475,334 | |
Converted shares | 67,419,627 | |
Number of equity holders shares | 67,419,627 | |
Warrant purchased | 4,320,133 | |
Option to purchase of shares | 1,968,861 | |
Purchase of new warrants | 4,320,133 | |
Exercise price (in Dollars per share) | $ 0.01 | |
Outstanding debt (in Dollars) | $ 96.9 | |
Options to acquire an aggregate shares | 1,968,861 | |
Public warrants | 10,000,000 | |
Private placement warrants | 8,750,000 | |
Common stock price per share (in Dollars per share) | $ 11.5 | |
PIPE Investors [Member] | ||
Organization and Business; Business Combination (Details) [Line Items] | ||
Aggregate amount (in Dollars) | $ 205 | |
Addition amount of trust account (in Dollars) | $ 205 | |
Issued of aggregated shares | 20,500,000 | |
AT&T Warrant [Member] | ||
Organization and Business; Business Combination (Details) [Line Items] | ||
Common stock price per share (in Dollars per share) | $ 0.01 | |
Exercisable shares | 4,320,133 | |
Class A Common Stock [Member] | ||
Organization and Business; Business Combination (Details) [Line Items] | ||
Common stock par value (in Dollars per share) | $ 10 | |
Redemption amount (in Dollars) | $ 177.1 | |
Number of common stock shares | 17,444,293 | |
Leaving shares | 2,555,707 | |
Class A Common Stock [Member] | Founder Shares [Member] | ||
Organization and Business; Business Combination (Details) [Line Items] | ||
Aggregate of shares | 5,000,000 | |
Class B Common Stock [Member] | Spartacus Sponsor LLC [Member] | ||
Organization and Business; Business Combination (Details) [Line Items] | ||
Outstanding shares | 5,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Development costs | $ 0.2 | $ 0.7 |
Software useful life | 3 years | |
Amortization | $ 0.3 | 0.1 |
Accounts receivable | 1.7 | $ 0.1 |
Contract liabilities | $ 1.6 | |
Price per share (in Dollars per share) | $ / shares | $ 11.5 | |
Common stock shares issued (in Shares) | shares | 96,546,611 | 7,345,733 |
Number of segment | 1 | |
Number of customers | 3 | 3 |
Customer One [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Total revenue percentage | 40.00% | 53.00% |
Customer Two [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Total revenue percentage | 31.00% | 27.00% |
Customer three [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Total revenue percentage | 19.00% | 18.00% |
NextNav’s [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Aggregate purchase of shares (in Shares) | shares | 4,320,133 | |
Price per share (in Dollars per share) | $ / shares | $ 0.01 | |
Common stock shares issued (in Shares) | shares | 4,315,813 | |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Right-of-use lease assets | $ 9.2 | |
Lease liabilities | 10.2 | |
Opening retained earnings | 0.7 | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Right-of-use lease assets | 9.8 | |
Lease liabilities | 10.9 | |
Opening retained earnings | $ 0.3 | |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Aggregate purchase of shares (in Shares) | shares | 18,750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of asset retirement obligations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of asset retirement obligations [Abstract] | ||
Beginning Balance | $ 590 | $ 501 |
Liabilities incurred | 185 | 55 |
Liabilities settled | (36) | (37) |
Accretion | 236 | 71 |
Ending Balance | $ 975 | $ 590 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of depreciation using the straight-line method over the estimated useful lives of the assets | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold improvements [MEmber] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation using the straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful lives, description | Shorter of the useful life or lease term |
Minimum [Member] | Pinnacle and TerraPoiNT network assets [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation using the straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful lives | 5 years |
Minimum [Member] | Office equipment, furniture and software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation using the straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful lives | 2 years |
Maximum [Member] | Pinnacle and TerraPoiNT network assets [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation using the straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful lives | 8 years |
Maximum [Member] | Office equipment, furniture and software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation using the straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue disaggregated by category and source - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of company’s revenue disaggregated by category and source [Abstract] | ||
Commercial | $ 400 | |
Government contracts | 303 | 416 |
Equipment sales | 37 | 113 |
Other | 23 | 40 |
Total revenue | $ 763 | $ 569 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses [Abstract] | ||
Cost of goods sold | $ 232 | $ 893 |
Research and development | 621 | 1,994 |
Selling, general and administrative | 822 | 4,476 |
Total stock-based compensation expense | $ 1,675 | $ 7,363 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted average shares - Spartacus Acquisition Corp [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||
Net loss | $ 144,666 | $ 137,336 |
Less cumulative change in redemption value of preferred units | 13,831 | 33,072 |
Net loss attributable to common stockholders | $ 158,497 | $ 170,408 |
Denominator | ||
Weighted average shares – basic and diluted (in Shares) | 23,561 | 7,346 |
Basic and diluted loss per share (in Dollars per share) | $ 6.73 | $ 23.2 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive unvested restricted stock units - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of anti-dilutive unvested restricted stock units [Abstract] | ||
Warrants | 18,750 | 16,287 |
Stock Options | 1,950 | 2,025 |
Unvested Restricted Stock Units | 2,896 | 168 |
Unvested Restricted Stock Awards | 1,070 | |
Preferred units | 47,652 |
AT&T Agreement (Details)
AT&T Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Oct. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
AT&T Agreement (Details) [Line Items] | |||||
AT&T Agreements, Description | The AT&T Agreements provide for: (i) AT&T’s marketing and resale of services to FirstNet® subscribers and certain pricing requirements for the Company’s software development kits (“SDK”) based on the quantity of usage, revenue sharing, compliance with data rights and privacy, and support requirements; and (ii) AT&T hosting of weather measurement equipment for altitude determination at AT&T sites, at no recurring cost to NextNav for a 7-year lease term. | ||||
Cash consideration | $ 2 | ||||
Equipment term | 7 years | ||||
Termination term | 3 years | ||||
Sale-leaseback financing method | $ 4.7 | ||||
Minimum lease payments | $ 5.5 | $ 5 | |||
Exercise price | $ 0.01 | ||||
AT&T Warrants vested percentage | 50.00% | 30.00% | 10.00% | 60.00% | |
Interest rate percentage | 6.00% | ||||
Warrant liability | $ 4.4 | ||||
Sale price, per share | $ 12 | ||||
Business Combination [Member] | |||||
AT&T Agreement (Details) [Line Items] | |||||
Minimum lease payments | $ 3.5 | ||||
AT&T Holdings [Member] | |||||
AT&T Agreement (Details) [Line Items] | |||||
AT&T Warrants vested percentage | 30.00% | ||||
Warrant [Member] | |||||
AT&T Agreement (Details) [Line Items] | |||||
Exercise price | $ 11.5 | ||||
AT&T Warrants vested percentage | 10.00% | ||||
Class D Redeemable Preferred Units [Member] | |||||
AT&T Agreement (Details) [Line Items] | |||||
Warrants purchase shares | 21,221,299 | ||||
Exercise price | $ 2.89 | ||||
Granted additional warrants to purchase stock | 1,910,158 | ||||
Class A Common Stock [Member] | |||||
AT&T Agreement (Details) [Line Items] | |||||
Exercise price | $ 0.01 | ||||
Granted additional warrants to purchase stock | 4,320,133 | ||||
Warrant issued | 6,947,447 | ||||
Class D Redeemable Preferred Stock [Member] | |||||
AT&T Agreement (Details) [Line Items] | |||||
Interest rate percentage | 66.60% | ||||
Fair value | $ 12.6 | $ 11 |
Property, Equipment, Network _3
Property, Equipment, Network Under Construction, and Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense on property and equipment | $ 1.5 | $ 0.1 |
Total balances | 0.5 | 16.8 |
Amortization expense | $ 0.3 | $ 0.1 |
Property, Equipment, Network _4
Property, Equipment, Network Under Construction, and Intangible Assets (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (2,714) | $ (1,262) |
Property and equipment, net | 22,251 | 22,534 |
Network under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 494 | 16,828 |
TerraPoiNT network [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,620 | |
Office equipment, furniture, and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,270 | 1,201 |
Pinnacle network [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 6,581 | $ 5,767 |
Property, Equipment, Network _5
Property, Equipment, Network Under Construction, and Intangible Assets (Details) - Schedule of Intangible assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Intangible assets [Abstract] | ||
Indefinite-Lived Intangible assets | $ 3,467 | $ 3,467 |
Software | 2,432 | 2,172 |
Accumulated Amortization | (1,804) | (1,494) |
Software, net | $ 628 | $ 678 |
Property, Equipment, Network _6
Property, Equipment, Network Under Construction, and Intangible Assets (Details) - Schedule of future amortization | Dec. 31, 2021USD ($) |
Schedule of future amortization [Abstract] | |
For the twelve months ending December 31, 2022 | $ 316 |
For the twelve months ending December 31, 2023 | 255 |
For the twelve months ending December 31, 2024 | $ 57 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | ||
Accrued salary and other employee liabilities | $ 2,423 | $ 1,327 |
Accrued legal and professional services | 1,540 | 968 |
Accrued cash interest and unfunded fees | 1,068 | |
Other accrued liabilities | 637 | 198 |
Total | $ 4,600 | $ 3,561 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Oct. 28, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | |
Debt (Details) [Line Items] | ||||||
Agreement total commitment | $ 65 | |||||
Debt issuance cost | $ 105.3 | |||||
Interest rate percentage | 6.00% | |||||
Reference rate | 7.00% | |||||
Margin rate | 12.00% | |||||
Debt discount and debt issuance costs | $ 8.6 | |||||
Business Combination [Member] | ||||||
Debt (Details) [Line Items] | ||||||
Proceeds to pay the outstanding balance | $ 96.9 | |||||
LIBOR loans [Member] | ||||||
Debt (Details) [Line Items] | ||||||
Interest rate percentage | 5.00% | |||||
Reference rate | 6.00% | |||||
Financing Agreement [Member] | ||||||
Debt (Details) [Line Items] | ||||||
Borrowings | $ 100 | |||||
Level 3 [Member] | ||||||
Debt (Details) [Line Items] | ||||||
Fair value of loan | $ 59.1 | |||||
Minimum [Member] | ||||||
Debt (Details) [Line Items] | ||||||
Agreement total commitment | 100 | |||||
Increased in operations amount | $ 65 | |||||
Maximum [Member] | ||||||
Debt (Details) [Line Items] | ||||||
Agreement total commitment | $ 105.3 | |||||
Increased in operations amount | $ 80 |
Warrants and Warrant Liability
Warrants and Warrant Liability (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Warrants and Warrant Liability (Details) [Line Items] | |
Financing warrants outstanding | 33,784,576 |
Additional paid-in capital (in Dollars) | $ | $ 174.3 |
Fair value adjustment (in Dollars) | $ | $ 84 |
Warrants outstanding | 4,320,133 |
Price per unit (in Dollars per share) | $ / shares | $ 0.01 |
Warrants expire years | 5 years |
Description of warrants | 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 |
Warrant [Member] | |
Warrants and Warrant Liability (Details) [Line Items] | |
Warrants outstanding | 18,875,000 |
Public warrants sold | 10,000,000 |
Warrants issued | 8,750,000 |
Warrant liability description | The Private Placement Warrants are classified as a liability on the Company’s Consolidated Balance Sheet as of December 31, 2021. As of December 31, 2021, the Company recorded $12.9 million to the Consolidated Statement of Comprehensive Loss as a fair value adjustment for the Private Placement Warrants. Upon consummation of the Business Combination, the terms included in the Public Warrants that initially precluded equity classification were no longer applicable, with the Public Warrants issued during Sparatcus’ initial public offering being reclassified from a liability to equity. Accordingly, NextNav reclassified $17.8 million from warrant liability to additional paid-in capital. |
Warrants to purchase | 1 |
Price per unit (in Dollars per share) | $ / shares | $ 11.5 |
Fair Value (Details) - Schedule
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | $ 28,875 | $ 101,325 |
Level 1 [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | ||
Level 2 [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | ||
Level 3 [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | $ 28,875 | $ 101,325 |
Fair Value (Details) - Schedu_2
Fair Value (Details) - Schedule of fair value warrants estimated using the Black-Scholes option-pricing model $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / shares$ / item | Dec. 31, 2020USD ($)$ / shares$ / item | |
Schedule of fair value warrants estimated using the Black-Scholes option-pricing model [Abstract] | ||
Equity Value (in Dollars) | $ | $ 525,034,000 | |
Stock Price (in Dollars per share) | $ 8.76 | |
Strike price (in Dollars per Item) | $ / item | 11.5 | |
Holding Period/Term (years) | 4 years 9 months 18 days | 3 years |
Volatility | 52.90% | 59.50% |
Expected dividends | ||
Risk-Free Rate | 1.23% | 0.17% |
Fair value of warrants (in Dollars per share) | $ 3.3 | |
Discount for Lack of Marketability | 10.00% |
Fair Value (Details) - Schedu_3
Fair Value (Details) - Schedule of liabilities measured at fair value $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Warrants: | |
Balance as of January 1, 2021 | $ 101,325 |
Vesting of AT&T Warrant | 5,943 |
Fair value adjustment of AT&T Warrant | (12,555) |
Fair value adjustment of Financing Warrants | 84,011 |
Exercise of Financing Warrants | (174,328) |
Reclassification of AT&T Warrant to Equity | (4,395) |
Private Placement Warrants | 16,013 |
Fair value adjustment of Private Placement Warrants | 12,861 |
Balance as of December 31, 2021 | $ 28,875 |
Common Stock and Convertible _2
Common Stock and Convertible Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Oct. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock and Convertible Preferred Units (Details) [Line Items] | |||
Excess stock shares authorized | 600,000,000 | ||
Common stock description | (a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock. | ||
Common stock shares issued | 96,546,611 | 7,345,733 | |
Common stock shares outstanding | 96,546,611 | 7,345,733 | |
Preferred units description | The conversion ratio was subject to certain adjustments as defined in Holdings’ operating agreement. Preferred Units would automatically convert into Class A Common Units upon (i) in the case of the Class D Redeemable Preferred Units, the affirmative election of the holders of 66 2/3% of the outstanding Class D Redeemable Preferred Units or (ii) in the case of the Class C Redeemable Preferred Units, the affirmative election of the holders of 66 2/3% of the outstanding Class C Redeemable Preferred Units or (iii) a Public Offering (as defined in Holdings’ operating agreement) where gross proceeds were at least $75 million. | ||
Preferred stock voting rights description | In addition, certain actions required the affirmative approval of 66 2/3% of Class C Redeemable Preferred Units and Class D Redeemable Preferred Units (each voting as a separate class), including liquidation or dissolution of Holdings, creation of a senior class of units, payment of preferred return, increasing the authorized number of Common or Preferred Units, or amendment of Holdings’ operating agreement. | ||
Preferred stock redemption description | The Class D Redeemable Preferred Units were redeemable by Holdings, at the request of the holders of 66 2/3% of the then-outstanding Class D Redeemable Preferred Unit holders, over a three-year period commencing on or after the later of September 1, 2021 and the date that was 91 days after the earlier of December 27, 2026 and the date upon which Holdings’ obligations under the Financing Agreement were satisfied in full, provided that in either case neither a qualified offering or a capital transaction had occurred prior to such request, at a per unit price of $2.13 for units issued in 2012, $2.56 for units issued in 2014, $2.89 for units issued in September 2016, and $5.78 and $11.56 for units issued in December 2019, plus any accrued and unpaid preferred return, whether or not declared. | ||
Class A-1 Common Units [Member] | |||
Common Stock and Convertible Preferred Units (Details) [Line Items] | |||
Designated common units | 0.0001 | ||
Class C Redeemable Preferred Units [Member] | |||
Common Stock and Convertible Preferred Units (Details) [Line Items] | |||
Annual rate | 8.00% | ||
Cumulative undeclared preferred return | $ 6 | ||
Redemption value | $ 11.9 | 11.9 | |
Preferred stock converted units | 5,365,566 | ||
Class D Redeemable Preferred Units [Member] | |||
Common Stock and Convertible Preferred Units (Details) [Line Items] | |||
Annual rate | 10.00% | ||
Cumulative undeclared preferred return | 146.2 | ||
Price per unit | $ 0.44 | ||
Redemption value | $ 371.6 | $ 357.7 | |
Preferred stock converted units | 42,286,068 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity-Based Compensation (Details) [Line Items] | ||
Authorized for issuance (in Shares) | 21,400,000 | |
Holdings unit option and profit interest plan description | Holdings issued three types of equity instruments under the plan: - Unit Options — These Unit Awards are granted with strike prices set at fair value on the date of grant, vesting periods of various lengths, but generally over four years, and contractual lives of 10 years. - Profit Interests Units (“Profit Interests”) — These Unit Awards are granted with profit hurdles set at fair value on the date of grant with vesting periods of various lengths, but generally over four years. - Series B-4 Units Restricted Units (“B-4s”) — These Unit Awards are granted at fair value on the date of grant, the majority of which are fully vested on the grant date. | |
Option remaining years | 7 years | |
Exercise price years | 10 years | |
Incremental compensation cost | $ 1,500,000 | |
Exchanged options to purchase shares (in Shares) | 1,968,861 | |
Issued stock options plan (in Shares) | 12,818,902 | |
Restricted stock units (in Shares) | 2,741,920 | |
Weighted average grant date fair value of unit options granted | $ 4.83 | 3.32 |
Total fair value of options vested | 8,500,000 | 10,000 |
Total compensation cost related to nonvested awards not yet recognized | 2,740,000 | |
Equity-based compensation expense | 1,675,000 | 7,363,000 |
Weighted average grant date fair value of profits interest units granted | 36,200,000 | |
Total fair value of units vested upon grant and vested | 400,000 | |
Total compensation cost | $ 36,100,000 | |
Weighted-average period over | 1 year 11 months 8 days | |
Stock Options [Member] | ||
Equity-Based Compensation (Details) [Line Items] | ||
Weighted-average period over | 2 years 8 months 19 days | |
Equity-based compensation expense | $ 1,200,000 | $ 1,000,000 |
Restricted Stock Units [Member] | ||
Equity-Based Compensation (Details) [Line Items] | ||
Equity-based compensation expense | $ 500,000 |
Equity-Based Compensation (De_2
Equity-Based Compensation (Details) - Schedule of fair value of stock options issued | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value of stock options issued [Abstract] | ||
Expected volatility | 51.21% | 59.50% |
Expected term (years) | 6 years 3 months | 6 years 3 months |
Expected dividends | None | None |
Risk-free rate | 1.34% | 0.65% |
Equity-Based Compensation (De_3
Equity-Based Compensation (Details) - Schedule of summarizes stock option activity | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Schedule of summarizes stock option activity [Abstract] | |
Number of Shares, Options outstanding at December 31, 2020 | shares | 5,622 |
Weighted Average Exercise Price per Unit, Options outstanding at December 31, 2020 | $ / shares | $ 0.15 |
Weighted-Average Remaining Contractual Term (in years), Options outstanding at December 31, 2020 | 9 years 7 months 28 days |
Aggregate Intrinsic Value, Options outstanding at December 31, 2020 | $ | $ 6,481 |
Number of Shares, Outstanding at December 31, 2020 | shares | 2,018 |
Weighted Average Exercise Price per Unit, Outstanding at December 31, 2020 | $ / shares | $ 0.42 |
Weighted-Average Remaining Contractual Term (in years), Outstanding at December 31, 2020 | 9 years 7 months 28 days |
Aggregate Intrinsic Value, Outstanding at December 31, 2020 | $ | $ 6,481 |
Number of Shares, Granted | shares | 63 |
Weighted Average Exercise Price per Unit, Granted | $ / shares | $ 5.06 |
Aggregate Intrinsic Value, Granted | $ | |
Number of Shares, Cancelled | shares | 126 |
Weighted Average Exercise Price per Unit, Cancelled | $ / shares | $ 0.34 |
Aggregate Intrinsic Value, Cancelled | $ | |
Number of Shares, Exercised | shares | 5 |
Weighted Average Exercise Price per Unit, Exercised | $ / shares | $ 0.1 |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Shares, Options outstanding at December 31, 2021 | shares | 1,950 |
Weighted Average Exercise Price per Unit, Options outstanding at December 31, 2021 | $ / shares | $ 0.54 |
Weighted-Average Remaining Contractual Term (in years), Options outstanding at December 31, 2021 | 8 years 6 months 3 days |
Aggregate Intrinsic Value, Options outstanding at December 31, 2021 | $ | $ 16,519 |
Number of Shares, Recapitalization Impact | shares | (3,604) |
Weighted Average Exercise Price per Unit, Recapitalization Impact | $ / shares | $ 0.27 |
Aggregate Intrinsic Value, Recapitalization Impact | $ | |
Number of Shares, Options exercisable at December 31, 2021 | shares | 1,146 |
Weighted Average Exercise Price per Unit, Options exercisable at December 31, 2021 | $ / shares | $ 0.45 |
Weighted-Average Remaining Contractual Term (in years), Options exercisable at December 31, 2021 | 8 years 4 months 9 days |
Aggregate Intrinsic Value, Options exercisable at December 31, 2021 | $ | $ 9,526 |
Number of Shares, Options exercisable at December 31, 2020 | shares | 714 |
Weighted Average Exercise Price per Unit, Options exercisable at December 31, 2020 | $ / shares | $ 0.64 |
Aggregate Intrinsic Value, Options exercisable at December 31, 2020 | 9 years 5 months 19 days |
Aggregate Intrinsic Value, Options exercisable at December 31, 2020 | $ | $ 2,205 |
Number of Shares, Unvested at December 31, 2021 | shares | 804 |
Weighted Average Exercise Price per Unit, Unvested at December 31, 2021 | $ / shares | $ 0.67 |
Weighted-Average Remaining Contractual Term (in years), Unvested at December 31, 2021 | 8 years 8 months 23 days |
Aggregate Intrinsic Value, Unvested at December 31, 2021 | $ | $ 6,503 |
Number of Shares, Unvested at December 31, 2020 | shares | 1,304 |
Weighted Average Exercise Price per Unit, Unvested at December 31, 2020 | $ / shares | $ 0.32 |
Weighted-Average Remaining Contractual Term (in years), Unvested at December 31, 2020 | 9 years 9 months 14 days |
Aggregate Intrinsic Value, Unvested at December 31, 2020 | $ | $ 161 |
Equity-Based Compensation (De_4
Equity-Based Compensation (Details) - Schedule of summarizes RSA and RSU activity | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units [Member] | |
Equity-Based Compensation (Details) - Schedule of summarizes RSA and RSU activity [Line Items] | |
Restricted Stock Units, Units nonvested, Beginning Balance | 472 |
Restricted Stock Units, Recapitalization Impact | (304) |
Restricted Stock Units, Units nonvested, Beginning Balance | 168 |
Restricted Stock Units, Units granted | 2,821 |
Restricted Stock Units, Units vested | 93 |
Restricted Stock Units, Units nonvested, Ending Balance | 2,896 |
Restricted Stock Awards [Member] | |
Equity-Based Compensation (Details) - Schedule of summarizes RSA and RSU activity [Line Items] | |
Restricted Stock Awards, Units nonvested, Beginning Balance | |
Restricted Stock Awards, Recapitalization Impact | |
Restricted Stock Awards, Units nonvested, Beginning Balance | |
Restricted Stock Awards, Units granted | 1,070 |
Restricted Stock Awards, Units vested | |
Restricted Stock Awards, Units nonvested, Ending Balance | 1,070 |
Total Restricted Awards [Member] | |
Equity-Based Compensation (Details) - Schedule of summarizes RSA and RSU activity [Line Items] | |
Total Restricted Awards, Units nonvested, Beginning Balance | 472 |
Total Restricted Awards, Recapitalization Impact | (304) |
Total Restricted Awards, Units nonvested, Beginning Balance | 168 |
Total Restricted Awards, Units granted | 3,891 |
Total Restricted Awards, Units vested | 93 |
Total Restricted Awards, Units nonvested, Ending Balance | 3,966 |
Weighted-Average Grant-Date Fair Value [Member] | |
Equity-Based Compensation (Details) - Schedule of summarizes RSA and RSU activity [Line Items] | |
Weighted-Average Grant-Date Fair Value, Units nonvested, Beginning Balance (in Dollars per share) | $ / shares | $ 1.28 |
Weighted-Average Grant-Date Fair Value, Recapitalization Impact (in Dollars per share) | $ / shares | 2.39 |
Weighted-Average Grant-Date Fair Value, Units nonvested, Beginning Balance (in Dollars per share) | $ / shares | 3.67 |
Weighted-Average Grant-Date Fair Value, Units granted (in Dollars per share) | $ / shares | 9.31 |
Weighted-Average Grant-Date Fair Value, Units vested (in Dollars per share) | $ / shares | 3.77 |
Weighted-Average Grant-Date Fair Value, Units nonvested, Ending Balance (in Dollars per share) | $ / shares | $ 9.2 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expenses | $ 13.6 | $ 3.8 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum payments under these operating lease agreements $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum payments under these operating lease agreements [Abstract] | |
2022 | $ 3,335 |
2023 | 2,400 |
2024 | 1,548 |
2025 | 1,109 |
Thereafter | $ 1,581 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Accumulated undistributed earnings | $ 0.9 | |
Valuation allowance | 74.9 | |
Net Operating Loss | 37.6 | $ 7.2 |
U.S. NOL carryforwards | $ 0.7 | |
Limitations, description | India has a 4-year statute of limitations, so years prior to 2017 are closed. | |
Income tax, description | $3.5 million of the NOL’s are expected to expire beginning in 2027 while the remaining $31.8M can be carried forward indefinitely. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income before income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of income before income taxes [Abstract] | ||
United States | $ (144,811) | $ (137,431) |
Foreign | 197 | 133 |
Total | $ (144,614) | $ (137,298) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | ||
State | ||
Foreign | 52 | 38 |
Total current | 52 | 38 |
Deferred: | ||
Federal | ||
State | ||
Foreign | ||
Total deferred | ||
Provision (benefit) for income taxes: | $ 52 | $ 38 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal statutory income tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of federal statutory income tax rate [Abstract] | ||
Income Tax Expense at Federal Statutory Rate | 21.00% | 21.00% |
Permanent items | (1.87%) | 0.00% |
State taxes, net of federal tax effect | 1.85% | 0.00% |
Book income not subject to tax | (3.63%) | (21.03%) |
Change in Valuation Allowance | (17.39%) | 0.00% |
Other permanent differences | 0.00% | 0.00% |
Effective income tax rate | (0.04%) | (0.03%) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets, net | ||
Net operating loss carryforwards | $ 8,657 | $ 1,861 |
Stock Compensation | 384 | |
Basis in underlying investments | 65,810 | |
Gross deferred tax assets | 74,850 | 1,861 |
Valuation allowance | (74,850) | (1,861) |
Deferred tax assets, net of valuation allowance | ||
Deferred tax liabilities | ||
Total deferred tax liabilities | ||
Total net deferred tax (liability) asset |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Discretionary contributions totaling | $ 0.3 | $ 0.2 |