Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | NextNav Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 106,384,109 | |
Amendment Flag | false | |
Entity Central Index Key | 0001865631 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly 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 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | NN | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 63,588 | $ 100,076 |
Short-Term Investments | 8,173 | |
Accounts receivable | 1,442 | 1,740 |
Other current assets | 1,693 | 4,516 |
Total current assets | 74,896 | 106,332 |
Network under construction | 2,641 | 494 |
Property and equipment, net of accumulated depreciation of $5,144 and $2,714 at September 30, 2022 and December 31, 2021, respectively | 19,458 | 21,757 |
Operating lease right-of-use assets | 10,817 | |
Intangible assets | 4,149 | 4,095 |
Other assets | 1,915 | 4,145 |
Total assets | 113,876 | 136,823 |
Current liabilities: | ||
Accounts payable | 1,516 | 448 |
Accrued expenses and other current liabilities | 4,694 | 4,600 |
Operating lease current liabilities | 2,755 | |
Deferred revenue | 44 | 1,632 |
Total current liabilities | 9,009 | 6,680 |
Warrants | 5,687 | 28,875 |
Operating lease noncurrent liabilities | 5,606 | |
Other long-term liabilities | 1,133 | 1,311 |
Total liabilities | 21,435 | 36,866 |
Stockholders’ equity: | ||
Common stock, authorized 500,000,000 shares; 101,386,973 and 96,546,611 shares issued and 101,386,800 and 96,546,611 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 11 | 11 |
Additional paid-in capital | 768,569 | 747,928 |
Accumulated other comprehensive loss | (145) | (121) |
Accumulated deficit | (675,990) | (647,861) |
Common stock in treasury, at cost; 173 and zero shares at September 30, 2022 and December 31, 2021, respectively | (4) | |
Total stockholders’ equity | 92,441 | 99,957 |
Total liabilities and stockholders’ equity | $ 113,876 | $ 136,823 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 5,144 | $ 2,714 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 101,394,335 | 96,546,611 |
Common stock, shares outstanding | 101,393,158 | 96,546,611 |
Common stock, in treasury | 1,177 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 503 | $ 276 | $ 3,123 | $ 743 |
Operating expenses: | ||||
Cost of goods sold (exclusive of depreciation and amortization) | 2,830 | 2,068 | 8,868 | 11,668 |
Research and development | 4,567 | 1,980 | 12,725 | 6,894 |
Selling, general and administrative | 10,152 | 2,856 | 29,874 | 9,385 |
Depreciation and amortization | 891 | 398 | 2,657 | 1,069 |
Total operating expenses | 18,440 | 7,302 | 54,124 | 29,016 |
Operating loss | (17,937) | (7,026) | (51,001) | (28,273) |
Other income (expense): | ||||
Interest income (expense) | 336 | (3,041) | 445 | (8,899) |
Change in fair value of warrants | (962) | (22,343) | 23,188 | (61,184) |
Other income (loss), net | (152) | (205) | (69) | |
Loss before income taxes and equity method investment loss | (18,715) | (32,410) | (27,573) | (98,425) |
Provision for income taxes | 15 | 11 | 41 | 40 |
Net loss | (18,730) | (32,421) | (27,614) | (98,465) |
Foreign currency translation adjustment | (2) | (19) | (24) | (19) |
Comprehensive loss | (18,732) | (32,440) | (27,638) | (98,484) |
Net loss | (18,730) | (32,421) | (27,614) | (98,465) |
Change in redemption value of preferred interests | (13,831) | |||
Net loss attributable to common stockholders | $ (18,730) | $ (32,421) | $ (27,614) | $ (112,296) |
Weighted average of shares outstanding – basic | 101,397 | 7,352 | 98,513 | 7,348 |
Net loss attributable to common stockholders per share - basic | $ (0.18) | $ (4.41) | $ (0.28) | $ (15.28) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Impact from adoption of new accounting standards | Balance, January 1, 2022 | Redeemable Class C Convertible Preferred Units | Redeemable Class D Convertible Preferred Units | Total Preferred Interests Value | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Balance, January 1, 2022 | Accumulated Deficit | Accumulated Deficit Impact from adoption of new accounting standards | Accumulated Deficit Balance, January 1, 2022 | Accumulated Other Comprehensive (Loss) | Accumulated Other Comprehensive (Loss) Balance, January 1, 2022 | Class A Common Stock in Treasury | Class A Common Units Common Stock | Class A Common Units Common Stock Balance, January 1, 2022 |
Balance at Dec. 31, 2020 | $ (490,378) | $ 11,879 | $ 357,725 | $ 369,604 | $ (490,284) | $ (96) | $ 2 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 5,365,566 | 42,286,068 | 7,345,733 | ||||||||||||||
Equity-based compensation expense | 363 | 363 | |||||||||||||||
Issuance of common warrants | 232 | 232 | |||||||||||||||
Change in redemption value | (8,188) | $ 8,188 | 8,188 | (595) | (7,593) | ||||||||||||
Net loss | (27,068) | (27,068) | |||||||||||||||
Foreign currency translation adjustment | (1) | (1) | |||||||||||||||
Balance at Mar. 31, 2021 | (525,040) | $ 11,879 | $ 365,913 | 377,792 | (524,945) | (97) | $ 2 | ||||||||||
Balance (in Shares) at Mar. 31, 2021 | 5,365,566 | 42,286,068 | 7,345,733 | ||||||||||||||
Balance at Dec. 31, 2020 | (490,378) | $ 11,879 | $ 357,725 | 369,604 | (490,284) | (96) | $ 2 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 5,365,566 | 42,286,068 | 7,345,733 | ||||||||||||||
Net loss | (98,465) | ||||||||||||||||
Foreign currency translation adjustment | (19) | ||||||||||||||||
Balance at Sep. 30, 2021 | (601,425) | $ 11,879 | $ 371,556 | 383,435 | $ 2 | 347 | (601,659) | (115) | |||||||||
Balance (in Shares) at Sep. 30, 2021 | 5,365,566 | 42,286,068 | 7,358,962 | ||||||||||||||
Balance at Mar. 31, 2021 | (525,040) | $ 11,879 | $ 365,913 | 377,792 | (524,945) | (97) | $ 2 | ||||||||||
Balance (in Shares) at Mar. 31, 2021 | 5,365,566 | 42,286,068 | 7,345,733 | ||||||||||||||
Equity-based compensation expense | 325 | 325 | |||||||||||||||
Issuance of common warrants | |||||||||||||||||
Change in redemption value | 5,643 | $ 5,643 | 5,643 | 325 | 5,318 | ||||||||||||
Net loss | (38,975) | (38,975) | |||||||||||||||
Foreign currency translation adjustment | 1 | 1 | |||||||||||||||
Balance at Jun. 30, 2021 | (569,332) | $ 11,879 | $ 371,556 | 383,435 | (569,238) | (96) | $ 2 | ||||||||||
Balance (in Shares) at Jun. 30, 2021 | 5,365,566 | 42,286,068 | 7,345,733 | ||||||||||||||
Exercise of common stock options | 2 | 2 | |||||||||||||||
Exercise of common stock options (in Shares) | 13,229 | ||||||||||||||||
Equity-based compensation expense | 345 | 345 | |||||||||||||||
Net loss | (32,421) | (32,421) | |||||||||||||||
Foreign currency translation adjustment | (19) | (19) | |||||||||||||||
Balance at Sep. 30, 2021 | (601,425) | $ 11,879 | $ 371,556 | 383,435 | $ 2 | 347 | (601,659) | (115) | |||||||||
Balance (in Shares) at Sep. 30, 2021 | 5,365,566 | 42,286,068 | 7,358,962 | ||||||||||||||
Balance at Dec. 31, 2021 | 99,957 | $ (515) | $ 99,442 | 747,928 | $ 747,928 | (647,861) | $ (515) | $ (648,376) | (121) | $ (121) | $ 11 | $ 11 | |||||
Balance (in Shares) at Dec. 31, 2021 | 96,546,611 | 96,546,611 | |||||||||||||||
Exercise of common stock options | 26 | 26 | |||||||||||||||
Exercise of common stock options (in Shares) | 7,325 | ||||||||||||||||
Exercise of common warrants (in Shares) | 10 | ||||||||||||||||
Equity-based compensation expense | 7,195 | 7,195 | |||||||||||||||
Net loss | (9,711) | (9,711) | |||||||||||||||
Foreign currency translation adjustment | (13) | (13) | |||||||||||||||
Common stock received for tax withholding | (1) | $ (1) | |||||||||||||||
Common stock received for tax withholding (in Shares) | (173) | ||||||||||||||||
Balance at Mar. 31, 2022 | 96,938 | 755,149 | (658,087) | (134) | $ (1) | $ 11 | |||||||||||
Balance (in Shares) at Mar. 31, 2022 | (173) | 96,553,946 | |||||||||||||||
Balance at Dec. 31, 2021 | 99,957 | $ (515) | $ 99,442 | 747,928 | $ 747,928 | (647,861) | $ (515) | $ (648,376) | (121) | $ (121) | $ 11 | $ 11 | |||||
Balance (in Shares) at Dec. 31, 2021 | 96,546,611 | 96,546,611 | |||||||||||||||
Net loss | (27,614) | ||||||||||||||||
Foreign currency translation adjustment | (24) | ||||||||||||||||
Balance at Sep. 30, 2022 | 92,441 | $ 11 | 768,569 | (675,990) | (145) | $ (4) | |||||||||||
Balance (in Shares) at Sep. 30, 2022 | 101,394,335 | (1,177) | |||||||||||||||
Balance at Mar. 31, 2022 | 96,938 | 755,149 | (658,087) | (134) | $ (1) | $ 11 | |||||||||||
Balance (in Shares) at Mar. 31, 2022 | (173) | 96,553,946 | |||||||||||||||
Exercise of common stock options | 22 | 22 | |||||||||||||||
Exercise of common stock options (in Shares) | 79,614 | ||||||||||||||||
Exercise of common warrants (in Shares) | 4,308,297 | ||||||||||||||||
Vesting of RSUs (in shares) | 239,266 | ||||||||||||||||
Issuance of RSUs (in shares) | 205,850 | ||||||||||||||||
Equity-based compensation expense | 6,763 | 6,763 | |||||||||||||||
Net loss | 827 | 827 | |||||||||||||||
Foreign currency translation adjustment | (9) | (9) | |||||||||||||||
Balance at Jun. 30, 2022 | 104,541 | 761,934 | (657,260) | (143) | $ (1) | $ 11 | |||||||||||
Balance (in Shares) at Jun. 30, 2022 | (173) | 101,386,973 | |||||||||||||||
Vesting of RSUs (in shares) | 21,214 | ||||||||||||||||
Issuance of RSUs (in shares) | 43,430 | ||||||||||||||||
Cancellation of RSAs | $ (57,282) | ||||||||||||||||
Equity-based compensation expense | 6,635 | 6,635 | |||||||||||||||
Net loss | (18,730) | (18,730) | |||||||||||||||
Foreign currency translation adjustment | (2) | (2) | |||||||||||||||
Common stock received for tax withholding | (3) | $ (3) | |||||||||||||||
Common stock received for tax withholding (in Shares) | (1,004) | ||||||||||||||||
Balance at Sep. 30, 2022 | $ 92,441 | $ 11 | $ 768,569 | $ (675,990) | $ (145) | $ (4) | |||||||||||
Balance (in Shares) at Sep. 30, 2022 | 101,394,335 | (1,177) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (27,614) | $ (98,465) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,657 | 1,069 |
Equity-based compensation | 20,593 | 1,033 |
Change in fair value of warranty liability | (23,188) | 61,184 |
Equity method investment loss | 175 | |
Fixed asset write-off | 41 | 56 |
Issuance of warrants for rent expense | 66 | |
Asset retirement obligation accretion | 5,504 | |
Amortization of debt issuance costs and discount | 671 | |
Accrued payment in kind (“PIK”) interest on debt | 4,231 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 298 | |
Other current assets | 1,996 | (4,074) |
Other assets | 68 | (3,276) |
Accounts payable | 1,068 | 1,148 |
Deferred revenue | (1,588) | |
Accrued expenses and other liabilities | (92) | 1,424 |
Operating lease right-of-use assets and liabilities | 401 | |
Net cash used in operating activities | (25,185) | (29,429) |
Investing activities | ||
Capitalization of costs and purchases of network assets, property, and equipment | (1,720) | (857) |
Purchase of internal use software | (279) | (197) |
Purchase of equity method investments | (1,125) | |
Purchase of marketable securities | (8,173) | |
Net cash used in investing activities | (11,297) | (1,054) |
Financing activities | ||
Proceeds from senior secured loan | 18,467 | |
Proceeds from exercise of stock options | 48 | 2 |
Repurchase of common stocks (withholding taxes) | (4) | |
Net cash provided by financing activities | 44 | 18,469 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (50) | (14) |
Net decrease in cash, cash equivalents and restricted cash | (36,488) | (12,028) |
Cash, cash equivalents and restricted cash at beginning of period | 100,076 | 13,669 |
Cash, cash equivalents and restricted cash at end of period | 63,588 | 1,641 |
Non-cash financing information | ||
Capital expenditure included in accounts payable | 427 | 112 |
Issuance of warrants | $ 5,504 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Business; Business Combination | |
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 global positioning system (“GPS”) through a network of specialized wide area location transmitters that broadcasts an encrypted PNT signal on a licensed 900 MHz spectrum. Since its inception, NextNav has incurred recurring losses and generated negative cash flows from operations and has primarily relied upon debt and equity financings to fund its cash requirements. Business Combination On October 28, 2021, the Company consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger, 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. While the legal acquirer in the Business Combination is Spartacus, for financial accounting and reporting purposes under accounting principles generally accepted in the United States (“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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2 Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Holdings. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively restated in accordance with Accounting Standards Codification 805, Business Combinations. Unaudited Interim Financial Information The condensed consolidated financial statements as of September 30, 2022 are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. GAAP and SEC instructions for interim financial information and should be read in conjunction with NextNav's Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), which the Company filed with the SEC on March 23, 2022. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position as of September 30, 2022, results of operations for the three and nine months ended September 30, 2022 and 2021, and changes in stockholders' equity and cash flows for the nine months ended September 30, 2022 and 2021, but are not necessarily indicative of the results expected for the full fiscal year or any other period. There have been no changes to the Company’s significant accounting policies described in the 2021 Form 10-K that have had a material impact on these condensed consolidated financial statements and related notes. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation of common stock warrants, income taxes and equity-based compensation, among others. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions. Revenue The following table presents the Company’s revenue disaggregated by category and source: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Commercial $ 488 $ 190 $ 2,970 $ 395 Government contracts 7 65 24 321 Equipment sales 8 21 129 27 Total revenue $ 503 $ 276 $ 3,123 $ 743 Contract Balances Accounts receivable are billed and unbilled amounts related to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. As of September 30, 2022 and December 31, 2021, the Company’s accounts receivable balances were comprised of $1.4 million and $ 1.7 million, respectively. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of September 30, 2022 and December 31, 2021, the Company’s contract liabilities were $ 44 thousand and $ 1.6 million, respectively. Equity-Based Compensation Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the closing price of NextNav’s common stock on the date of grant. NextNav recognizes equity-based compensation on a straight-line basis over the requisite service period of the grant, which is generally equal to the vesting period. NextNav accounts for forfeitures as they occur. The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of goods sold $ 531 $ 81 $ 1,714 $ 134 Research and development 1,415 136 4,715 409 Selling, general and administrative 4,689 128 14,164 490 Total stock-based compensation expense $ 6,635 $ 345 $ 20,593 $ 1,033 Basic and Diluted Net Loss per Share Basic loss per share (“EPS”) excludes dilution for common share equivalents and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common share equivalents. Restricted shares are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method. Outstanding options and warrants are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The determination of the diluted weighted average shares is included in the following calculation of EPS: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator Net loss $ 18,730 $ 32,421 $ 27,614 $ 98,465 Less: cumulative change in redemption value of preferred units — — — 13,831 Net loss attributable to common stockholders $ 18,730 $ 32,421 $ 27,614 $ 112,296 Denominator Weighted average shares – basic and diluted 101,397 7,352 98,513 7,348 Basic and diluted loss per share $ (0.18 ) $ (4.41 ) $ (0.28 ) $ (15.28 ) The following details anti-dilutive unvested restricted stock units, as well as the anti-dilutive effects of the outstanding warrants, stock options and preferred units: Three Months Ended September 30, Nine Months Ended September 30, Antidilutive Shares Excluded 2022 2021 2022 2021 (in thousands) (in thousands) Warrants 18,750 17,667 18,750 17,667 Stock Options 2,374 2,049 2,374 2,049 Unvested Restricted Stock Units 3,294 94 3,294 94 Unvested Restricted Stock Awards 1,262 — 1,262 — Preferred units — 47,652 — 47,652 Marketable Securities The Company invests excess cash primarily in U.S. government agency bonds and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents, and those that have stated maturities of over three months as short-term investments on the Condensed Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as trading and are measured at fair value with the related gains and losses, including unrealized, recognized in interest income (expense). Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one quarter lag. The Company evaluates equity method investment for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded. Leases NextNav leases office space under a non-cancellable lease as well as site leases for towers and shelters under operating leases related to its network under construction. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less. The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement. Operating lease assets and liabilities are included on the Condensed Consolidated Balance Sheet beginning January 1, 2022. Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement. Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the Consolidated Balance Sheet for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the Consolidated Balance Sheet. The new guidance also requires qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB amended the new lease standard which, among other changes, allows a company to elect to adopt ASU 2016-02 using a transition option whereby a cumulative effect adjustment is recorded to the opening balance of its retained earnings on the adoption date. The Company has elected to use this modified retrospective transition option and recorded a cumulative effect adjustment to retained earnings of $ 0.5 million, net of tax, as of January 1, 2022. The Company also elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of ASU 2016-02 resulted in the recognition of operating lease right-of-use assets and liabilities of $ 13.4 10.5 million, respectively. The standard did not have a significant effect on the Condensed Consolidated Statements of Comprehensive Loss and Cash Flows. See Note 4 for additional lease disclosures. In December 2019, FASB issued ASU 2019-02, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for the Company’s fiscal year beginning January 1, 2022. The Company adopted this ASU as of January 1, 2022. The adoption did not have a material impact on the consolidated financial statements. Recent Accounting Developments Not Yet Adopted In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”), which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company is continuing to assess the potential impacts of ASU 2016-13 on its financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) . The ASU requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 Revenue from Contracts with Customers , rather than at fair value. The Company expects to early adopt this ASU in the fourth quarter of 2022 and expects the impact of adopting this ASU to be immaterial. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 3 Accrued expenses and other current liabilities consisted of the following: September 30, 2022 December 31, 2021 (in thousands) Accrued salary and other employee liabilities $ 2,437 $ 2,423 Accrued legal and professional services 857 1,540 Other accrued liabilities 1,400 637 Total $ 4,694 $ 4,600 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 4. Leases All leases were classified as operating leases as of September 30, 2022 and September 30, 2021. Components of operating lease expense were as follows ( in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease cost $ 1,023 $ 3,075 Variable lease cost $ 26 $ 77 Short-term lease cost $ 57 $ 171 Supplemental information related to operating leases was as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating cash flows from operating leases $ 969 $ 2,914 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 9,459 As of September 30, 2022, the Company's operating leases had a weighted average remaining lease term of 4.0 4.6 Future lease payments under operating leases as of September 30, 2022 were as follows (in thousands): Remainder of 2022 $ 881 2023 2,765 2024 1,894 2025 1,441 2026 1,205 Thereafter 997 Total undiscounted future lease payments $ 9,183 Less imputed interest 822 Total lease liability balance $ 8,361 As of September 30, 2022, the Company has entered into leases that have not yet commenced with future lease payments of $ 2.3 million that are not yet recorded on the Condensed Consolidated Balance Sheet. These leases will commence between the fourth quarter of 2022 and the second quarter of 2023 with non-cancelable lease terms of five years . Supplemental Information for Comparative Periods As of December 31, 2021, prior to the adoption of ASU 2016-02, future minimum payments under operating leases were as follows (in thousands): For the Twelve Months Ended December 31, 2022 $ 3,335 2023 $ 2,400 2024 $ 1,548 2025 $ 1,109 T here $ 1,581 During the twelve months ended December 31, 2021, rent expense was $ 13.6 million. |
Equity Method Investment
Equity Method Investment | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | 5. Equity Method Investment As of September 30, 2022, the Company’s total ownership of MetCom Inc kabushiki kaisha MetCom MetCom MetCom’s TerraPoiNT MetCom MetCom investee the nine months ended September 30, 2022 that is recorded in other income (expenses). The carrying value of our investment in MetCom was $1.0 million as of September 30, 2022 and is classified in other long-term assets. The Company holds a warrant (the “Warrant”) issued by MetCom MetCom |
Warrants and Warrant Liability
Warrants and Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Warrants Liability [Abstract] | |
Warrants and Warrant Liability | 6 As of September 30, 2022, NextNav had 18,749,990 warrants outstanding including: (a) 9,999,990 public warrants sold in connection with Spartacus’ initial public offering (the “Public Warrants”) and (b) 8,750,000 warrants issued in a private placement on the initial public offering closing date (the “Private Placement Warrants”). 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 current holder or its permitted transferees: (i) they will not be redeemable by NextNav; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights. In connection with the closing of the Business Combination, 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 an aggregate of 4,320,133 0.01 using a net settlement method and received 4,308,297 shares of common stock of |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value | |
Fair Value | 7 NextNav uses observable and unobservable inputs to determine the value of its assets and liabilities recorded at fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, where applicable, is as follows: - Level 1 — Quoted prices in active markets for identical assets or liabilities - Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities - Level 3 — No observable pricing inputs in the market Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. NextNav’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. NextNav effectuates transfers between levels of the fair value hierarchy, if any, as of the date of the actual circumstance that caused the transfer. The following table presents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total (in thousands) September 30, 2022 Cash and Cash Equivalents - Money Market Funds $ 116 $ — $ — $ 116 Cash and Cash Equivalents - U.S. Government Agency Bonds — 53,585 — 53,585 Short term investments - U.S. Government Agency Bonds — 8,173 — 8,173 Warrants $ — $ — $ 5,687 $ 5,687 December 31, 2021 Warrants $ — $ — $ 28,875 $ 28,875 The Company classifies the U.S. government agency bonds , which are accounted for as trading, within Level 2 in the fair value hierarchy, because the Company uses quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. 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 September 30, 2022 and December 31, 2021, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model: September 30, 2022 December 31, 2021 Values Values Stock Price $ 2.69 $ 8.76 Strike price $ 11.50 $ 11.50 Holding Period/Term (years) 4.08 4.80 Volatility 72.50 % 52.90 % Expected dividends None None Risk-Free Rate 4.16 % 1.23 % Fair value of warrants $ 0.65 $ 3.30 The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3). Warrants: (in thousands) Balance as of December 31, 2021 $ 28,875 Fair value adjustment of Private Placement Warrants (23,188 ) Balance as of September 30, 2022 $ 5,687 |
Common Stock and Convertible Pr
Common Stock and Convertible Preferred Units | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock and Convertible Preferred Units [Abstract] | |
Common Stock and Convertible Preferred Units | 8 The Condensed 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 September 30, 2022 and 2021 and 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 As of September 30, 2022, NextNav had authorized the issuance of 600,000,000 shares of capital stock, par value, $0.0001 per share, consisting of (a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock. As of September 30, 2022, NextNav had 101,394,335 shares of common stock issued and 101,393,158 shares of common stock 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 — Class C Redeemable Preferred Units and Class D Redeemable Preferred Units were entitled to cumulative preferred return whether or not declared at an annual rate of 8 % and 10 %, respectively. As of December 31, 2020 , the Class C Preferred Units had cumulative undeclared preferred returns of $ 6.0 million. As of December 31, 2020 , the Class D Redeemable Preferred Units had cumulative undeclared preferred returns of $ 146.2 million. Conversion — Preferred Units were convertible to Class A Common Units at any time at the option of the holder based on a stated conversion ratio. The initial conversion ratio was one one 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. Voting — The holders of Preferred Units were entitled to the number of votes equal to the number of common units into which the shares of Preferred Units held by each holder were then convertible. 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. Redemption — The Class C Redeemable Preferred Units were redeemable by Holdings, at the request of the majority of the then-outstanding Class C Redeemable Preferred Unit holders, over a three-year period commencing on or after the date upon which no Class D Redeemable Preferred Units were outstanding, at a per unit price of $ 0.44 , plus any accrued and unpaid preferred return, whether or not declared. 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 senior secured loan facility (the “Financing Agreement”), which Holdings entered into in December 2019 and amended in June 2021 with Fortress Credit Corporation, 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. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Contingencies From time to time, the Company is party to litigation and other legal matters incidental to the conduct of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of September 30, 2022, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | 10 The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. A valuation allowance has been established against the Company’s U.S. federal and state deferred tax assets, which results in an annualized effective tax rate for the Company’s U.S. operations of 0 %. three months ended September 30, 2022 0.02 18.7 0.08% . For the three months ended September 30, 2021 0.01 million related to foreign tax activity on a pretax loss of $ 32.4 million, resulting in an effective tax rate of 0.03% related to foreign tax activity 27.6 0.15% For the nine months ended September 30, 2021, the Company recorded an income tax provision of $ 0.04 98.4 0.04% |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent Events The Company has completed an evaluation of all subsequent events through the date of this Quarterly Report on Form 10-Q to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements and events which occurred subsequently but were not recognized in the unaudited condensed consolidated financial statements. The Company notes the following: Nestwave Acquisition On October 31, 2022 The acquisition will be accounted for using the acquisition method of accounting. The Company is in the process of determining the fair values of assets acquired and liabilities assumed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Holdings. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively restated in accordance with Accounting Standards Codification 805, Business Combinations. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed consolidated financial statements as of September 30, 2022 are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. GAAP and SEC instructions for interim financial information and should be read in conjunction with NextNav's Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), which the Company filed with the SEC on March 23, 2022. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position as of September 30, 2022, results of operations for the three and nine months ended September 30, 2022 and 2021, and changes in stockholders' equity and cash flows for the nine months ended September 30, 2022 and 2021, but are not necessarily indicative of the results expected for the full fiscal year or any other period. There have been no changes to the Company’s significant accounting policies described in the 2021 Form 10-K that have had a material impact on these condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation of common stock warrants, income taxes and equity-based compensation, among others. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions. |
Revenue | Revenue The following table presents the Company’s revenue disaggregated by category and source: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Commercial $ 488 $ 190 $ 2,970 $ 395 Government contracts 7 65 24 321 Equipment sales 8 21 129 27 Total revenue $ 503 $ 276 $ 3,123 $ 743 |
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 September 30, 2022 and December 31, 2021, the Company’s accounts receivable balances were comprised of $1.4 million and $ 1.7 million, respectively. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of September 30, 2022 and December 31, 2021, the Company’s contract liabilities were $ 44 thousand and $ 1.6 million, respectively. |
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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of goods sold $ 531 $ 81 $ 1,714 $ 134 Research and development 1,415 136 4,715 409 Selling, general and administrative 4,689 128 14,164 490 Total stock-based compensation expense $ 6,635 $ 345 $ 20,593 $ 1,033 |
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 and warrants are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The determination of the diluted weighted average shares is included in the following calculation of EPS: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator Net loss $ 18,730 $ 32,421 $ 27,614 $ 98,465 Less: cumulative change in redemption value of preferred units — — — 13,831 Net loss attributable to common stockholders $ 18,730 $ 32,421 $ 27,614 $ 112,296 Denominator Weighted average shares – basic and diluted 101,397 7,352 98,513 7,348 Basic and diluted loss per share $ (0.18 ) $ (4.41 ) $ (0.28 ) $ (15.28 ) The following details anti-dilutive unvested restricted stock units, as well as the anti-dilutive effects of the outstanding warrants, stock options and preferred units: Three Months Ended September 30, Nine Months Ended September 30, Antidilutive Shares Excluded 2022 2021 2022 2021 (in thousands) (in thousands) Warrants 18,750 17,667 18,750 17,667 Stock Options 2,374 2,049 2,374 2,049 Unvested Restricted Stock Units 3,294 94 3,294 94 Unvested Restricted Stock Awards 1,262 — 1,262 — Preferred units — 47,652 — 47,652 |
Marketable Securities | Marketable Securities The Company invests excess cash primarily in U.S. government agency bonds and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents, and those that have stated maturities of over three months as short-term investments on the Condensed Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as trading and are measured at fair value with the related gains and losses, including unrealized, recognized in interest income (expense). |
Equity Method Investment | Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one quarter lag. The Company evaluates equity method investment for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded. |
Leases | Leases NextNav leases office space under a non-cancellable lease as well as site leases for towers and shelters under operating leases related to its network under construction. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less. The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement. Operating lease assets and liabilities are included on the Condensed Consolidated Balance Sheet beginning January 1, 2022. Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the Consolidated Balance Sheet for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the Consolidated Balance Sheet. The new guidance also requires qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB amended the new lease standard which, among other changes, allows a company to elect to adopt ASU 2016-02 using a transition option whereby a cumulative effect adjustment is recorded to the opening balance of its retained earnings on the adoption date. The Company has elected to use this modified retrospective transition option and recorded a cumulative effect adjustment to retained earnings of $ 0.5 million, net of tax, as of January 1, 2022. The Company also elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of ASU 2016-02 resulted in the recognition of operating lease right-of-use assets and liabilities of $ 13.4 10.5 million, respectively. The standard did not have a significant effect on the Condensed Consolidated Statements of Comprehensive Loss and Cash Flows. See Note 4 for additional lease disclosures. In December 2019, FASB issued ASU 2019-02, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for the Company’s fiscal year beginning January 1, 2022. The Company adopted this ASU as of January 1, 2022. The adoption did not have a material impact on the consolidated financial statements. |
Recent Accounting Developments Not Yet Adopted | Recent Accounting Developments Not Yet Adopted In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”), which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company is continuing to assess the potential impacts of ASU 2016-13 on its financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) . The ASU requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 Revenue from Contracts with Customers , rather than at fair value. The Company expects to early adopt this ASU in the fourth quarter of 2022 and expects the impact of adopting this ASU to be immaterial. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of company’s revenue disaggregated by category and source | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Commercial $ 488 $ 190 $ 2,970 $ 395 Government contracts 7 65 24 321 Equipment sales 8 21 129 27 Total revenue $ 503 $ 276 $ 3,123 $ 743 |
Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of goods sold $ 531 $ 81 $ 1,714 $ 134 Research and development 1,415 136 4,715 409 Selling, general and administrative 4,689 128 14,164 490 Total stock-based compensation expense $ 6,635 $ 345 $ 20,593 $ 1,033 |
Schedule of diluted weighted average shares | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator Net loss $ 18,730 $ 32,421 $ 27,614 $ 98,465 Less: cumulative change in redemption value of preferred units — — — 13,831 Net loss attributable to common stockholders $ 18,730 $ 32,421 $ 27,614 $ 112,296 Denominator Weighted average shares – basic and diluted 101,397 7,352 98,513 7,348 Basic and diluted loss per share $ (0.18 ) $ (4.41 ) $ (0.28 ) $ (15.28 ) |
Schedule of anti-dilutive unvested restricted stock units | Three Months Ended September 30, Nine Months Ended September 30, Antidilutive Shares Excluded 2022 2021 2022 2021 (in thousands) (in thousands) Warrants 18,750 17,667 18,750 17,667 Stock Options 2,374 2,049 2,374 2,049 Unvested Restricted Stock Units 3,294 94 3,294 94 Unvested Restricted Stock Awards 1,262 — 1,262 — Preferred units — 47,652 — 47,652 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | September 30, 2022 December 31, 2021 (in thousands) Accrued salary and other employee liabilities $ 2,437 $ 2,423 Accrued legal and professional services 857 1,540 Other accrued liabilities 1,400 637 Total $ 4,694 $ 4,600 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of operating lease expense | Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease cost $ 1,023 $ 3,075 Variable lease cost $ 26 $ 77 Short-term lease cost $ 57 $ 171 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating cash flows from operating leases $ 969 $ 2,914 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 9,459 |
Schedule of future minimum lease payments under operating leases | Remainder of 2022 $ 881 2023 2,765 2024 1,894 2025 1,441 2026 1,205 Thereafter 997 Total undiscounted future lease payments $ 9,183 Less imputed interest 822 Total lease liability balance $ 8,361 For the Twelve Months Ended December 31, 2022 $ 3,335 2023 $ 2,400 2024 $ 1,548 2025 $ 1,109 T here $ 1,581 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value | |
Schedule of financial assets and liabilities measured at fair value | Level 1 Level 2 Level 3 Total (in thousands) September 30, 2022 Cash and Cash Equivalents - Money Market Funds $ 116 $ — $ — $ 116 Cash and Cash Equivalents - U.S. Government Agency Bonds — 53,585 — 53,585 Short term investments - U.S. Government Agency Bonds — 8,173 — 8,173 Warrants $ — $ — $ 5,687 $ 5,687 December 31, 2021 Warrants $ — $ — $ 28,875 $ 28,875 |
Schedule of fair value warrants estimated using the Black-Scholes option-pricing model | September 30, 2022 December 31, 2021 Values Values Stock Price $ 2.69 $ 8.76 Strike price $ 11.50 $ 11.50 Holding Period/Term (years) 4.08 4.80 Volatility 72.50 % 52.90 % Expected dividends None None Risk-Free Rate 4.16 % 1.23 % Fair value of warrants $ 0.65 $ 3.30 |
Schedule of liabilities measured at fair value | Warrants: (in thousands) Balance as of December 31, 2021 $ 28,875 Fair value adjustment of Private Placement Warrants (23,188 ) Balance as of September 30, 2022 $ 5,687 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Accounts receivable | $ 1,400,000 | $ 1,700,000 |
Contract liabilities | 44,000 | 1,600 |
Right-of-use lease assets | 10,817,000 | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Lease liabilities | 13,400,000 | |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Right-of-use lease assets | 500,000 | |
Lease liabilities | $ 10,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of company's revenue disaggregated by category and source - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue disaggregated by category | ||||
Total revenue | $ 503 | $ 276 | $ 3,123 | $ 743 |
Commercial | ||||
Revenue disaggregated by category | ||||
Total revenue | 488 | 190 | 2,970 | 395 |
Government contracts | ||||
Revenue disaggregated by category | ||||
Total revenue | 7 | 65 | 24 | 321 |
Equipment sales | ||||
Revenue disaggregated by category | ||||
Total revenue | $ 8 | $ 21 | $ 129 | $ 27 |
Summary of Significant Accoun_6
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Details of the amount of stock-based compensation | ||||
Total Stockbased Compensations Expense | $ 6,635 | $ 345 | $ 20,593 | $ 1,033 |
Cost of goods sold | ||||
Details of the amount of stock-based compensation | ||||
Total Stockbased Compensations Expense | 531 | 81 | 1,714 | 134 |
Research and development | ||||
Details of the amount of stock-based compensation | ||||
Total Stockbased Compensations Expense | 1,415 | 136 | 4,715 | 409 |
Selling, general and administrative | ||||
Details of the amount of stock-based compensation | ||||
Total Stockbased Compensations Expense | $ 4,689 | $ 128 | $ 14,164 | $ 490 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted average shares - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||||||
Net loss | $ 18,730 | $ (827) | $ 9,711 | $ 32,421 | $ 38,975 | $ 27,068 | $ 27,614 | $ 98,465 |
Less: cumulative change in redemption value of preferred units | 13,831 | |||||||
Net loss (income) attributable to common stockholders | $ 18,730 | $ 32,421 | $ 27,614 | $ 112,296 | ||||
Denominator | ||||||||
Weighted average shares – basic | 101,397 | 101,397 | 7,352 | 7,352 | 98,513 | 7,348 | ||
Basic (earning) loss per share | $ 0.18 | $ 4.41 | $ 0.28 | $ 15.28 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive unvested restricted stock units - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrants | ||||
Details of anti-dilutive securities | ||||
Antidilutive Shares Excluded | 18,750 | 17,667 | 18,750 | 17,667 |
Stock Options | ||||
Details of anti-dilutive securities | ||||
Antidilutive Shares Excluded | 2,374 | 2,049 | 2,374 | 2,049 |
Unvested Restricted Stock Units | ||||
Details of anti-dilutive securities | ||||
Antidilutive Shares Excluded | 3,294 | 94 | 3,294 | 94 |
Unvested Restricted Stock Awards | ||||
Details of anti-dilutive securities | ||||
Antidilutive Shares Excluded | 1,262 | 1,262 | ||
Preferred units | ||||
Details of anti-dilutive securities | ||||
Antidilutive Shares Excluded | 47,652 | 47,652 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued salary and other employee liabilities | $ 2,437 | $ 2,423 |
Accrued legal and professional services | 857 | 1,540 |
Other accrued liabilities | 1,400 | 637 |
Total | $ 4,694 | $ 4,600 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Future lease payments | $ 2.3 | |
Non cancelable lease terms | 5 years | |
Operating lease rent expense | $ 13.6 | |
Weighted-average remaining lease term - operating leases (years) | 4 years | |
Weighted-average discount rate - operating leases (%) | 4.60% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,023 | $ 3,075 |
Variable lease cost | 26 | 77 |
Short-term lease cost | 57 | 171 |
Operating cash flows from operating leases | 969 | 2,914 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 9,459 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future minimum lease payments under operating leases - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Future lease payments under operating leases | ||
Remainder of 2022 | $ 881 | |
2023 | 2,765 | |
2024 | 1,894 | |
2025 | 1,441 | |
2026 | 1,205 | |
Thereafter | 997 | |
Total undiscounted future lease payments | 9,183 | |
Less imputed interest | 822 | |
Total lease liability balance | $ 8,361 | |
Future minimum payments under operating leases, prior to the adoption of ASU 2016-02 | ||
2022 | $ 3,335 | |
2023 | 2,400 | |
2024 | 1,548 | |
2025 | 1,109 | |
Thereafter | $ 1,581 |
Equity Method Investment (Detai
Equity Method Investment (Details) - 9 months ended Sep. 30, 2022 $ / shares in Units, $ in Millions | USD ($) $ / shares shares | ¥ / shares |
Schedule of Equity Method Investments [Line Items] | ||
Shares representing ownership | shares | 702,334 | |
Other long-term assets | $ | $ 1 | |
Other income (expenses) | $ | $ 0.2 | |
Warrants exercise price per share | $ / shares | $ 11.5 | |
Warrant [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Warrants exercise price per share | $ / shares | $ 0.01 | |
Met Com [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 14.80% | |
Met Com [Member] | Warrant [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 33% | |
Warrants exercise price per share | ¥ / shares | ¥ 10 |
Warrants and Warrant Liability
Warrants and Warrant Liability (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | May 23, 2022 | |
Warrants and Warrant Liability (Details) [Line Items] | ||
Warrants outstanding | 18,749,990 | |
Public warrants sold | 9,999,990 | |
Warrants issued | 8,750,000 | |
Warrants to purchase | 1 | |
Exercise price per unit (in Dollars per share) | $ 11.5 | |
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 holders. | |
Warrants term | 5 years | |
Warrant [Member] | ||
Warrants and Warrant Liability (Details) [Line Items] | ||
Warrants issued | 4,308,297 | |
Warrants to purchase | 4,320,133 | |
Exercise price per unit (in Dollars per share) | $ 0.01 |
Fair Value (Details) - Schedule
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | $ 5,687 | $ 28,875 |
Money Market Funds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | 116 | |
U.S. Government Agency Bonds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | 53,585 | |
Short term investments | 8,173 | |
Level 1 [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | ||
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | 116 | |
Level 1 [Member] | U.S. Government Agency Bonds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | ||
Short term investments | ||
Level 2 [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | ||
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | ||
Level 2 [Member] | U.S. Government Agency Bonds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | 53,585 | |
Short term investments | 8,173 | |
Level 3 [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Warrants | 5,687 | $ 28,875 |
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | ||
Level 3 [Member] | U.S. Government Agency Bonds [Member] | ||
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items] | ||
Cash and Cash Equivalents | ||
Short term investments |
Fair Value (Details) - Schedu_2
Fair Value (Details) - Schedule of fair value warrants estimated using the Black-Scholes option-pricing model - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value | ||
Stock Price (in Dollars per share) | $ 2.69 | $ 8.76 |
Strike price | $ 11.5 | $ 11.5 |
Holding Period/Term (years) | 4 years 29 days | 4 years 9 months 18 days |
Volatility | 72.50% | 52.90% |
Expected dividends | 0% | 0% |
Risk-Free Rate | 4.16% | 1.23% |
Fair value of warrants (in Dollars per share) | $ 0.65 | $ 3.3 |
Fair Value (Details) - Schedu_3
Fair Value (Details) - Schedule of liabilities measured at fair value $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Warrants: | |
Balance as of December 31, 2021 | $ 28,875 |
Fair value adjustment of Private Placement Warrants | (23,188) |
Balance as of March 31, 2022 | $ 5,687 |
Common Stock and Convertible _2
Common Stock and Convertible Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||
Oct. 28, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock and Convertible Preferred Units (Details) [Line Items] | ||||
Common stock description | (a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock | |||
Excess stock shares authorized | 600,000,000 | |||
Common stock, shares issued | 101,394,335 | 96,546,611 | ||
Common stock, shares outstanding | 101,393,158 | 96,546,611 | ||
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 senior secured loan facility (the “Financing Agreement”), which Holdings entered into in December 2019 and amended in June 2021 with Fortress Credit Corporation, 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] | ||||
Capital stock, par value | 0.0001 | |||
Class C Redeemable Preferred Units [Member] | ||||
Common Stock and Convertible Preferred Units (Details) [Line Items] | ||||
Annual rate | 8% | |||
Cumulative undeclared preferred return (in Dollars) | $ 6 | |||
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% | |||
Cumulative undeclared preferred return (in Dollars) | $ 146.2 | |||
Price per unit (in Dollars per share) | $ 0.44 | |||
Preferred stock converted units | 42,286,068 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes (Details) [Line Items] | ||||
Effective tax rate | 0.08% | 0.03% | 0.15% | 0.04% |
Income tax provision | $ (20) | $ 10 | $ 40 | $ 40 |
Pretax loss | $ (18,700) | $ 32,400 | $ (27,600) | $ (98,400) |
U.S. Federal and State [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Effective tax rate | 0% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Common stock, shares issued | 101,394,335 | 96,546,611 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Cash consideration | $ 19,300 | ||
Subsequent Event [Member] | NextNav’s [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 5.1 | ||
Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Cash consideration | $ 4,300 | ||
Subsequent Event [Member] | Minimum [Member] | NextNav’s [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 4 | ||
Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Cash consideration | $ 15,000 | ||
Subsequent Event [Member] | Maximum [Member] | NextNav’s [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 1.1 |