AST SpaceMobile, Inc 8-K, filed Aug 14, 2023
AST SpaceMobile, Inc. (ASTS)
About this 8-K
AST SpaceMobile, Inc filed this 8-K on August 14, 2023.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On August 14, 2023, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
The information included in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
AST SpaceMobile is also furnishing a Second Quarter Business Update, dated August 14, 2023 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s second quarter 2023 conference call to be held on August 14, 2023. The Presentation will also be available on the Company’s website at www.ast-science.com.
The information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
AST SpaceMobile, Inc. |
|
|
|
|
Date: |
August 14, 2023 |
By: |
/s/ Sean R. Wallace |
|
|
|
Name: Sean R. Wallace |
PRESS RELEASE |
EXHIBIT 99.1 |
AST SpaceMobile Provides Second Quarter 2023 Business Update
Confirmed historic space-based 4G LTE cellular broadband capabilities alongside AT&T, Vodafone and Nokia; and completed comprehensive interim financing package
MIDLAND, TX, August 14, 2023 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by standard mobile phones, is providing its business update for the second quarter ended June 30, 2023.
“AST SpaceMobile continues to make history. This quarter we achieved space-based 4G LTE cellular broadband capabilities to everyday smartphones, reaching speeds above 10 Mbps during BlueWalker 3 testing alongside AT&T, Vodafone and Nokia”, said Abel Avellan, Chairman and Chief Executive Officer of AST SpaceMobile. “We are now laser-focused on the manufacturing of our BlueBird satellites. The first five satellites are fully-funded with a planned launch in Q1 2024 as we target to offer initial commercial service in 2024.”
“On the back of the progress of our company technically, commercially and industrially, we have received multiple indications of interest for strategic investments with both equity-linked and non-dilutive commercial payments,” said Scott Wisniewski, Chief Strategy Officer of AST SpaceMobile. “Proceeds from this prospective capital raise are intended to fund the manufacturing and launch of additional BlueBird satellites launches beyond our first five commercial satellites.”
“We are happy to announce the completion of a comprehensive financing package providing us up to $179 million of cash and liquidity”, said Sean Wallace, Chief Financial Officer of AST SpaceMobile. “This financing package is comprised of an up to $100 million Senior Secured Credit Facility and a $15 million Equipment-Backed Loan completed today, in addition to a $57 million previously announced common stock offering in June 2023 and $7 million raised under the ATM program during the second quarter of 2023.”
Business Update
Second Quarter 2023 Financial Highlights
(1) See reconciliation of Adjusted operating expenses to Total operating expenses, Adjusted engineering services costs to Engineering services costs and Adjusted general and administrative costs to General and administrative costs in the tables accompanying this press release.
Non-GAAP Financial Measures
We refer to certain non-GAAP financial measures in this press release, including Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs. We believe these non-GAAP financial measures are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. These non-GAAP financial measures that have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measures. Reconciliation of non-GAAP financial measures and the most directly comparable GAAP financial measures are included in the tables accompanying this press release.
Conference Call Information
AST SpaceMobile will hold a quarterly business update conference call at 5:00 p.m. (Eastern Time) on Monday, August 14, 2023. The call will be accessible via a live webcast on the Events page of AST SpaceMobile’s Investor Relations website at https://ast-science.com/investors/. An archive of the webcast will be available shortly after the call.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing and results of the BW3 satellite tests, anticipated timing and level of deployment of satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile service that would supersede preliminary agreements and memoranda of understanding; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the SEC, including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2023.
The ongoing testing of the BW3 satellite may not be completed due to a variety of factors, which could include loss of satellite connectivity, destruction of the satellite, or other communication failures, and even if completed, the BW3 testing may indicate adjustments that are needed or modifications that must be made, any of which could result in additional costs, which could be material, and delays in commercializing our service. If there are delays or issues with additional testing, it may become more costly to raise capital, if we are able to do so at all.
AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the Risk Factors incorporated by reference into AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2023. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Investor Contact:
Scott Wisniewski
investors@ast-science.com
Media Contact:
Allison+Partners
Eva Murphy Ryan
917-547-7289
AstSpaceMobile@allisonpr.com
Second Quarter Financial Results
AST SPACEMOBILE, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except share data)
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
190,835 |
|
|
$ |
238,588 |
|
Restricted cash |
|
|
636 |
|
|
|
668 |
|
Prepaid expenses |
|
|
7,127 |
|
|
|
4,100 |
|
Other current assets |
|
|
22,976 |
|
|
|
24,954 |
|
Total current assets |
|
|
221,574 |
|
|
|
268,310 |
|
|
|
|
|
|
|
|
||
Property and equipment: |
|
|
|
|
|
|
||
Property and equipment |
|
|
194,145 |
|
|
|
152,968 |
|
Less: Accumulated depreciation |
|
|
(22,508 |
) |
|
|
(6,979 |
) |
Total property and equipment, net |
|
|
171,637 |
|
|
|
145,989 |
|
|
|
|
|
|
|
|
||
Other non-current assets: |
|
|
|
|
|
|
||
Operating lease right-of-use assets, net |
|
|
13,486 |
|
|
|
7,671 |
|
Other non-current assets |
|
|
1,770 |
|
|
|
16,402 |
|
Total other non-current assets |
|
|
15,256 |
|
|
|
24,073 |
|
|
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
408,467 |
|
|
$ |
438,372 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
|
5,108 |
|
|
|
13,929 |
|
Accrued expenses and other current liabilities |
|
|
24,256 |
|
|
|
13,145 |
|
Current operating lease liabilities |
|
|
1,305 |
|
|
|
722 |
|
Total current liabilities |
|
|
30,669 |
|
|
|
27,796 |
|
|
|
|
|
|
|
|
||
Warrant liabilities |
|
|
24,973 |
|
|
|
38,946 |
|
Non-current operating lease liabilities |
|
|
12,314 |
|
|
|
7,046 |
|
Long-term debt |
|
|
4,634 |
|
|
|
4,758 |
|
Total liabilities |
|
|
72,590 |
|
|
|
78,546 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders' Equity: |
|
|
|
|
|
|
||
Class A Common Stock, $.0001 par value; 800,000,000 shares authorized; 89,404,419 and 71,819,926 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. |
|
|
9 |
|
|
|
7 |
|
Class B Common Stock, $.0001 par value; 200,000,000 shares authorized; 50,041,757 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. |
|
|
5 |
|
|
|
5 |
|
Class C Common Stock, $.0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. |
|
|
8 |
|
|
|
8 |
|
Additional paid-in capital |
|
|
282,869 |
|
|
|
235,384 |
|
Accumulated other comprehensive income (loss) |
|
|
158 |
|
|
|
229 |
|
Accumulated deficit |
|
|
(136,827 |
) |
|
|
(102,101 |
) |
Noncontrolling interest |
|
|
189,655 |
|
|
|
226,294 |
|
Total stockholders' equity |
|
|
335,877 |
|
|
|
359,826 |
|
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
408,467 |
|
|
$ |
438,372 |
|
AST SPACEMOBILE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except share and per share data)
|
|
For the Three Months Ended June 30, |
|
|
|
For the Six Months Ended June 30, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
|
2023 |
|
|
2022 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
$ |
- |
|
|
$ |
7,264 |
|
|
|
$ |
- |
|
|
$ |
9,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales (exclusive of items shown separately below) |
|
|
- |
|
|
|
2,202 |
|
|
|
|
- |
|
|
|
4,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
- |
|
|
|
5,062 |
|
|
|
|
- |
|
|
|
5,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineering services costs |
|
|
22,813 |
|
|
|
11,999 |
|
|
|
|
39,296 |
|
|
|
23,716 |
|
|
General and administrative costs |
|
|
10,221 |
|
|
|
13,075 |
|
|
|
|
20,078 |
|
|
|
24,718 |
|
|
Research and development costs |
|
|
10,921 |
|
|
|
9,145 |
|
|
|
|
27,302 |
|
|
|
17,426 |
|
|
Depreciation and amortization |
|
|
14,115 |
|
|
|
1,185 |
|
|
|
|
15,848 |
|
|
|
2,285 |
|
|
Total operating expenses |
|
|
58,070 |
|
|
|
35,404 |
|
|
|
|
102,524 |
|
|
|
68,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on remeasurement of warrant liabilities |
|
|
6,475 |
|
|
|
23,049 |
|
|
|
|
13,973 |
|
|
|
17,567 |
|
|
Other income (expense), net |
|
|
1,217 |
|
|
|
(679 |
) |
|
|
|
(6,927 |
) |
|
|
(664 |
) |
|
Total other income (expense), net |
|
|
7,692 |
|
|
|
22,370 |
|
|
|
|
7,046 |
|
|
|
16,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income tax benefit (expense) |
|
|
(50,378 |
) |
|
|
(7,972 |
) |
|
|
|
(95,478 |
) |
|
|
(45,773 |
) |
|
Income tax benefit (expense) |
|
|
789 |
|
|
|
(96 |
) |
|
|
|
673 |
|
|
|
(198 |
) |
|
Net loss before allocation to noncontrolling interest |
|
|
(49,589 |
) |
|
|
(8,068 |
) |
|
|
|
(94,805 |
) |
|
|
(45,971 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to noncontrolling interest |
|
|
(31,181 |
) |
|
|
(5,144 |
) |
|
|
|
(60,079 |
) |
|
|
(32,326 |
) |
|
Net loss attributable to common stockholders |
|
$ |
(18,408 |
) |
|
$ |
(2,924 |
) |
|
|
$ |
(34,726 |
) |
|
$ |
(13,645 |
) |
|
Net loss per share attributable to holders of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
(0.24 |
) |
|
$ |
(0.06 |
) |
|
|
$ |
(0.47 |
) |
|
$ |
(0.26 |
) |
|
Weighted-average shares of Class A Common Stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
75,640,650 |
|
|
|
51,868,658 |
|
|
|
|
73,753,412 |
|
|
|
51,814,888 |
|
|
AST SPACEMOBILE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(Dollars in thousands)
|
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net loss before allocation to noncontrolling interest |
|
$ |
(49,589 |
) |
|
$ |
(8,068 |
) |
|
$ |
(94,805 |
) |
|
$ |
(45,971 |
) |
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency translation adjustments |
|
|
(40 |
) |
|
|
(166 |
) |
|
|
(168 |
) |
|
|
(598 |
) |
|
Total other comprehensive loss |
|
|
(40 |
) |
|
|
(166 |
) |
|
|
(168 |
) |
|
|
(598 |
) |
|
Total comprehensive loss before allocation to noncontrolling interest |
|
|
(49,629 |
) |
|
|
(8,234 |
) |
|
|
(94,973 |
) |
|
|
(46,569 |
) |
|
Comprehensive loss attributable to noncontrolling interest |
|
|
(31,196 |
) |
|
|
(5,289 |
) |
|
|
(60,176 |
) |
|
|
(32,831 |
) |
|
Comprehensive loss attributable to common stockholders |
|
$ |
(18,433 |
) |
|
$ |
(2,945 |
) |
|
$ |
(34,797 |
) |
|
$ |
(13,738 |
) |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
|
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
|
2023 |
|
|
2022 |
|
||
|
|
|
|
|
|
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
||
Net loss before allocation to noncontrolling interest |
|
|
$ |
(94,805 |
) |
|
$ |
(45,971 |
) |
Adjustments to reconcile net loss before noncontrolling interest to cash |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
15,848 |
|
|
|
2,285 |
|
Gain on remeasurement of warrant liabilities |
|
|
|
(13,973 |
) |
|
|
(17,567 |
) |
Non-cash lease expense |
|
|
|
378 |
|
|
|
267 |
|
Stock-based compensation |
|
|
|
8,006 |
|
|
|
4,695 |
|
Issuance of common stock for commitment shares |
|
|
|
- |
|
|
|
190 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
- |
|
|
|
(1,613 |
) |
Prepaid expenses and other current assets |
|
|
|
(15,547 |
) |
|
|
(16,332 |
) |
Inventory |
|
|
|
- |
|
|
|
(2,313 |
) |
Accounts payable and accrued expenses |
|
|
|
(4,112 |
) |
|
|
2,838 |
|
Operating lease liabilities |
|
|
|
(343 |
) |
|
|
(261 |
) |
Deferred revenue |
|
|
|
- |
|
|
|
1,393 |
|
Other assets and liabilities |
|
|
|
16,559 |
|
|
|
(16,116 |
) |
Net cash used in operating activities |
|
|
|
(87,989 |
) |
|
|
(88,505 |
) |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
|
(22,972 |
) |
|
|
(33,600 |
) |
Net cash used in investing activities |
|
|
|
(22,972 |
) |
|
|
(33,600 |
) |
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
|
||
Issuance of equity under employee stock plan |
|
|
|
180 |
|
|
|
- |
|
Proceeds from issuance of common stock, net of issuance costs |
|
|
|
63,567 |
|
|
|
- |
|
Proceeds from warrant exercises |
|
|
|
- |
|
|
|
33 |
|
(Repayments of) proceeds from debt |
|
|
|
(120 |
) |
|
|
230 |
|
Net cash provided by financing activities |
|
|
|
63,627 |
|
|
|
263 |
|
|
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
(451 |
) |
|
|
(324 |
) |
|
|
|
|
|
|
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
|
(47,785 |
) |
|
|
(122,166 |
) |
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
239,256 |
|
|
|
324,537 |
|
Cash, cash equivalents and restricted cash, end of period |
|
|
$ |
191,471 |
|
|
$ |
202,371 |
|
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
||
Non-cash transactions: |
|
|
|
|
|
|
|
||
Purchases of property and equipment in accounts payable and accrued expenses |
|
|
$ |
852 |
|
|
$ |
1,718 |
|
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
|
6,510 |
|
|
|
272 |
|
AST SPACEMOBILE, INC.
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED MEASURES (UNAUDITED)
(Dollars in thousands)
|
|
For the Three Months Ended June 30, 2023 |
|
|||||||||
|
|
GAAP Reported |
|
|
Stock-Based Compensation Expense |
|
|
Adjusted |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Engineering services costs |
|
$ |
22,813 |
|
|
$ |
(4,458 |
) |
|
$ |
18,355 |
|
General and administrative costs |
|
|
10,221 |
|
|
|
(1,074 |
) |
|
|
9,147 |
|
Research and development costs |
|
|
10,921 |
|
|
|
- |
|
|
|
10,921 |
|
Depreciation and amortization |
|
|
14,115 |
|
|
|
- |
|
|
|
14,115 |
|
Total operating expenses |
|
$ |
58,070 |
|
|
$ |
(5,532 |
) |
|
$ |
52,538 |
|
Less: Depreciation and amortization |
|
|
|
|
|
|
|
|
(14,115 |
) |
||
Adjusted operating expenses |
|
|
|
|
|
|
|
$ |
38,423 |
|
||
|
|
For the Three Months Ended March 31, 2023 |
|
|||||||||
|
|
GAAP Reported |
|
|
Stock-Based Compensation Expense |
|
|
Adjusted |
|
|||
Engineering services costs |
|
$ |
16,483 |
|
|
$ |
(1,392 |
) |
|
$ |
15,091 |
|
General and administrative costs |
|
|
9,857 |
|
|
|
(1,082 |
) |
|
|
8,775 |
|
Research and development costs |
|
|
16,381 |
|
|
|
- |
|
|
|
16,381 |
|
Depreciation and amortization |
|
|
1,733 |
|
|
|
- |
|
|
|
1,733 |
|
Total operating expenses |
|
$ |
44,454 |
|
|
$ |
(2,474 |
) |
|
$ |
41,980 |
|
Less: Depreciation and amortization |
|
|
|
|
|
|
|
|
(1,733 |
) |
||
Adjusted operating expenses |
|
|
|
|
|
|
|
$ |
40,247 |
|
||
Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs are alternative financial measures used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expense as Total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense and define Adjusted engineering services costs and Adjusted general and administrative costs as engineering services costs and general and administrative costs adjusted to exclude stock-based compensation expenses.
We believe Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expenses, Adjusted engineering services costs, and Adjusted general and administrative costs are non-GAAP financial measures that have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measure of Total operating expenses, Engineering services costs and General and administrative costs.
Transforming how the world connects Business Update – Second Quarter 2023 August 14, 2023 NASDAQ: ASTS
ast-science.com Forward Looking Statements The information in this presentation and the oral statements made in connection therewith includes “forward-looking statements” for the purposes of federal securities laws that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact in this presentation and the oral statements made in connection therewith regarding AST SpaceMobile, Inc.’s, collectively with its subsidiaries (“SpaceMobile” or the “Company”), financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors contained in AST SpaceMobile’s Annual Report on Form 10-K, filed with the SEC on March 31, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures Adjusted operating expense is an alternative financial measure used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expense as Total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We believe Adjusted operating expenses is a useful measure across time in evaluating the Company's operating performance as we use Adjusted operating expenses to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expense is a non-GAAP financial measure that has no standardized meaning prescribed by U.S. GAAP, and therefore has limits in its usefulness to investors. Because of the non-standardized definition, it may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. This measure is not, and should not be viewed as, a substitute for its most directly comparable GAAP measure of Total operating expenses. Industry and Market Data This presentation includes market data and other statistical information from sources believed to be reliable, including independent industry publications, governmental publications or other published independent sources. Although AST SpaceMobile believes these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. Trademarks and Trade Names AST SpaceMobile owns or has rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with AST SpaceMobile, or an endorsement or sponsorship by or of AST SpaceMobile. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that AST SpaceMobile will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Building the first and only space-based cellular broadband network
Key highlights History Made, Again Confirmed space-based 4G LTE cellular broadband capabilities with 10+ Mbps speeds Continued Commercial and Regulatory Progress 40+ MOUs and agreements with MNOs globally that have ~2.4B subscribers1 Manufacturing Underway and Ramping for First Five BlueBird Commercial Satellites Closed Non-Dilutive Debt Financings to Support Strategic Investment Process and Provide Additional Liquidity Received Multiple Indications of Interest for Strategic Investment2: Indications include both equity-linked investments and non-dilutive commercial payments Intended to fund the manufacturing and launch of additional BlueBird satellites beyond our first five commercial satellites Metric defined as number of subscribers represented by mobile network operators who have agreements and understandings with AST SpaceMobile as of 7/31/2023. Indications of interests are non-binding and subject to negotiation of full terms, diligence, documentation and regulatory approval. There can be no assurance an indication of interest will result in any investments.
History made, again: Confirming space-based 4G LTE cellular broadband capabilities to everyday smartphones Using AT&T cellular spectrum, we connected everyday smartphones to our BlueWalker 3 test satellite and recorded 4G LTE speeds of 10+ Mbps “Each mobile milestone in Vodafone’s history has moved us closer to connectivity for all. Achieving these mobile speeds, via satellite direct to standard 4G smartphones, shrinks the digital divide even further. Together with Vodacom and AST SpaceMobile, we look forward to bringing this capability to our customers in the hardest to reach areas of Africa and Europe.” “This is an important milestone that will see real mobile broadband connectivity delivered directly to smartphones from space via AST SpaceMobile’s platform. As the RAN provider, we are proud to play a role in this important initiative that will provide crucial connectivity around the world.” “Successfully reaching double-digit download speeds during satellite-to-smartphone testing takes us one step closer to ensuring people across the United States will be able to stay connected no matter their location. This milestone wouldn’t be possible without the overall focus and determination of the teams working daily to achieve our shared space-based vision of connectivity.” —Alberto Ripepi, Chief Network Officer —Tommi Uitto, President of Mobile Networks —Chris Sambar, Head of AT&T Network
Progress on key commercialization milestones Filed an update to our SCS application with the FCC on July 17, 2023 Filing amends our pending FCC request for commercial use of 700 MHz and 800 MHz frequencies, including updated and detailed technical testing and analysis Supplements the spectrum lease filed with the FCC by AT&T in May 2023, which governs the commercial use of AT&T’s spectrum, by us, covering over 1,000 existing AT&T low-band spectrum licenses, subject to a final commercial agreement with AT&T We believe this filing completes the package required for the FCC to begin processing this request, in line with our plans for initial commercial service in the U.S. in 20242 US Regulatory Update Commercial Update ~2.4bn subscribers represented by MNOs with whom we have MOUs1 and agreements 40+ MOUs and agreements signed with MNOs MOUs and agreements with: ….among others Metric defined as number of subscribers represented by mobile network operators who have agreements and understandings with AST SpaceMobile as of 7/31/2023. Represents limited, noncontinuous SpaceMobile Service in targeted geographical in targeted geographical areas, including the United States, and seek to generate revenue from such service. Prior to initiating such service, we will need to obtain regulatory approvals in each jurisdiction where we would provide such service and would need to enter into definitive agreements with MNOs relating to the offering of such service in each jurisdiction.
Manufacturing of first five BlueBird commercial satellites ramping Completed construction of clean room manufacturing space All necessary equipment delivered and installed All critical lead time items ordered All manufacturing processes and lines completed and implemented Completed part-by-part traceability and quality system
Second quarter 2023 financial metrics Adj. Operating Expenses 1 Liquidity 3 $mm $mm Non-GAAP. See appendix for a reconciliation. Adjusted operating expenses is equal to total operating expense less non-cash operating expense such as depreciation and amortization and stock based-compensation expense. Depreciation and amortization for the three months ended June 30, 2023 and March 31, 2023 was $14.1 million and $1.7 million, respectively. Stock-based compensation for the three months ended June 30, 2023 and March 31, 2023 consisted of $4.5 million and $1.4 million of engineering services expense and $1.1 million and $1.1 million of general and administrative costs, respectively. Amounts depicted in chart represent gross property and equipment costs. $12.1 million of gross property and equipment costs during the second quarter of 2023 disclosed herein excludes advance launch payments reclassified to property and equipment during the second quarter of 2023. Gross property and equipment as of June 30, 2023, March 31, 2023, and December 31, 2022 was $194.1 million, $167.3 million, and $153.0 million, respectively. Accumulated depreciation as of June 30, 2023, March 31, 2023, and December 31, 2022 was $22.5 million, $8.4 million, and $7.0 million, respectively. Cash Position as of June 30, 2023 and March 31, 2023 includes $0.7 million of restricted cash. Capital Expenditures 2 $mm ($5.5) +$0.3 +$3.3 ($1.9) ($2.3)
Significant progress on broadening access to fund our plan Interim Financings Designed to Support Raise with Strategic Partners Senior Secured Credit Facility up to $100.0M available1, $48.5M draw Equipment-Backed Loan $15.0M June 2023 Equity Offering $56.9M Q2 2023 ATM Proceeds $7.4M Total Added Cash and Availability: $179.3M Engaged financial advisors Targeting strategic players in the wireless ecosystem Received multiple indications of interest2 Negotiating term sheets and conducting due diligence Designed to raise capital and also build financial, commercial and strategic relationships Capital Raise with Strategic Partners Subject to satisfaction of certain conditions. Indications of interests are non-binding and subject to negotiation of full terms, diligence, documentation and regulatory approval. There can be no assurance an indication of interest will result in any investments.
Appendix
Reconciliation to non-GAAP measures – adj. operating expenses Adj. operating expenses – 3 months ended ($ in thousands) June 30, ’23 Mar 31, ’23 June 30, ’22 Engineering services 22,813 16,483 11,999 General and administrative costs 10,221 9,857 13,075 Research and development costs 10,921 16,381 9,145 Depreciation and amortization 14,115 1,733 1,185 Total operating expenses 58,070 44,454 35,404 Less: Depreciation and amortization (14,115) (1,733) (1,185) Less: Stock-based Compensation Expense 1 (5,532) (2,474) (2,440) Total adj. operating expenses 38,423 40,247 31,779 Adj. operating expenses – 6 months ended ($ in thousands) June 30, ’23 June 30, ’22 Engineering services 39,296 23,716 General and administrative costs 20,078 24,718 Research and development costs 27,302 17,426 Depreciation and amortization 15,848 2,285 Total operating expenses 102,524 68,145 Less: Depreciation and amortization (15,848) (2,285) Less: Stock-based Compensation Expense 2 (8,006) (4,695) Total adj. operating expenses 78,670 61,165 Stock-based compensation for the three months ended June 30, 2023, March 31, 2023, and June 30, 2022 consisted of $4.5 million, $1.4 million, and $1.0 million of engineering services expense and $1.1 million, $1.1 million, and $1.5 million of general and administrative costs, respectively. Stock-based compensation for the six months ended June 30, 2023 and 2022 consisted of $5.9 million and $2.3 million of engineering services expense and $2.2 million and $2.4 million of general and administrative costs, respectively.