Nextnav Inc 8-K/A, filed Nov 15, 2021
Nextnav Inc. (NN)
About this 8-K/A
Nextnav Inc filed this 8-K/A on November 15, 2021, reporting on events of October 28, 2021.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 3)
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
of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
N/A
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Capital Market | ||||
| Capital Market |
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.
Introductory Note
This Amendment
is being filed solely for the purpose of including: (i) the unaudited condensed consolidated financial statements of NextNav
Holdings, LLC (“Holdings”) for the three and nine months ended September 30, 2021, (ii) the related Management’s
Discussion and Analysis of Financial Condition and Results of Operations, and (iii) certain pro forma financial information required
by Item 9.01 of Form 8-K.
Item 9.01. Financial Statement and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
The unaudited condensed consolidated financial statements of Holdings for the three and nine months ended September 30, 2021 are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Holdings for the three and nine months ended September 30, 2021 are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
(b) Pro Forma Financial Information.
Certain unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Unaudited condensed consolidated financial statements of NextNav Holdings, LLC. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of NextNav Holdings, LLC. | |
| 99.3 | Unaudited pro forma condensed combined financial information. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 15, 2021
| NEXTNAV INC. | |||
| By: | /s/ Ganesh Pattabiraman | ||
| Name: | Ganesh Pattabiraman | ||
| Title: | President and Chief Executive Officer | ||
2
Exhibit 99.1
NEXTNAV HOLDINGS, LLC
Condensed Consolidated Financial Statements as of September 30, 2021 and December 31, 2020, and for the three and nine months ended September 30, 2021 and 2020
NextNav Holdings, LLC
Index to Condensed Consolidated Financial Statements
NEXTNAV
HOLDINGS, LLC
Condensed Consolidated Balance Sheets
(In thousands, except share data)
| As of | ||||||||
| September 30, 2021 |
December 31, 2020 |
|||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 1,641 | $ | 8,669 | ||||
| Restricted cash | — | 5,000 | ||||||
| Commitment fee asset | — | 610 | ||||||
| Other current assets | 8,417 | 3,791 | ||||||
| Total current assets | $ | 10,058 | $ | 18,070 | ||||
| Network under construction | 16,821 | 16,828 | ||||||
| Property and equipment, net of accumulated depreciation of $2,075 and $1,262 at September 30, 2021 and December 31, 2020, respectively | 5,723 | 5,706 | ||||||
| Intangible assets | 4,106 | 4,144 | ||||||
| Other assets | 3,472 | 154 | ||||||
| Total assets | $ | 40,180 | $ | 44,902 | ||||
| Liabilities and members’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,793 | $ | 680 | ||||
| Accrued expenses and other current liabilities | 5,019 | 3,561 | ||||||
| Total current liabilities | 6,812 | 4,241 | ||||||
| Warrants | 168,016 | 101,325 | ||||||
| Senior secured loan facility | 82,192 | 58,871 | ||||||
| Other long-term liabilities | 1,150 | 1,239 | ||||||
| Total liabilities | $ | 258,170 | $ | 165,676 | ||||
| Preferred Interests: | ||||||||
| Class C Convertible Preferred Units, authorized 13,400,000 units; 13,361,628 units issued and outstanding at September 30, 2021 and December 31, 2020; aggregate liquidation preference of $11,879,116 at both September 30, 2021 and December 31, 2020 | $ | 11,879 | $ | 11,879 | ||||
| Class D Convertible Preferred Units, authorized 94,550,000 units; 71,338,498 units issued and outstanding at September 30, 2021 and December 31, 2020; aggregate liquidation preference of $371,555,921 and $357,724,977 at September 30, 2021 and December 31, 2020, respectively | 371,556 | 357,725 | ||||||
| Total preferred interests | $ | 383,435 | $ | 369,604 | ||||
1
NEXTNAV
HOLDINGS, LLC
Condensed Consolidated Balance Sheets (CONTINUED)
(In thousands, except share data)
(Unaudited)
| As of | ||||||||
| September 30, 2021 |
December 31, 2020 | |||||||
| (unaudited) | ||||||||
| Members’ deficit: | ||||||||
| Class A Common Units, authorized 128,508,093 units; 10,766,604 units issued and outstanding at September 30, 2021 and December 31, 2020 | $ | 2 | $ | 2 | ||||
| Class B-1 Common Units, authorized 5,199,202 units; 5,162,816 units issued and outstanding at September 30, 2021 and December 31, 2020 | — | — | ||||||
| Class B-2 Common Units, authorized 250,000 units; 250,000 units issued and outstanding at September 30, 2021 and December 31, 2020 | — | — | ||||||
| Class B-3 Common Units, authorized 250,000 units; 250,000 units issued and outstanding at September 30, 2021 and December 31, 2020 | — | — | ||||||
| Class B-4 Common Units, authorized 4,500,000 units; 4,483,971 issued and outstanding at September 30, 2021 and December 31, 2020 | — | — | ||||||
| Additional paid-in capital | 347 | — | ||||||
| Accumulated deficit | (601,659 | ) | (490,284 | ) | ||||
| Accumulated other comprehensive loss | (115 | ) | (96 | ) | ||||
| Total members’ deficit | $ | (601,425 | ) | $ | (490,378 | ) | ||
| Total liabilities, preferred interests, and members’ deficit | $ | 40,180 | $ | 44,902 | ||||
See accompanying notes.
2
Condensed CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands, except per unit data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | $ | 276 | $ | 200 | $ | 743 | $ | 463 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization) | 2,068 | 1,252 | 11,668 | 5,233 | ||||||||||||
| Research and development | 1,980 | 1,971 | 6,894 | 5,177 | ||||||||||||
| Selling, general and administrative | 2,856 | 2,403 | 9,385 | 6,520 | ||||||||||||
| Depreciation and amortization | 398 | 23 | 1,069 | 48 | ||||||||||||
| Total operating expenses | 7,302 | 5,649 | 29,016 | 16,978 | ||||||||||||
| Operating loss | (7,026 | ) | (5,449 | ) | (28,273 | ) | (16,515 | ) | ||||||||
| Other (expenses) income: | ||||||||||||||||
| Interest expense | (3,041 | ) | (2,659 | ) | (8,899 | ) | (7,247 | ) | ||||||||
| Change in fair value of warrants | (22,343 | ) | 1,293 | (61,184 | ) | 554 | ||||||||||
| Other (expenses) income, net | — | 14 | (69 | ) | (181 | ) | ||||||||||
| Loss before income taxes | (32,410 | ) | (6,801 | ) | (98,425 | ) | (23,389 | ) | ||||||||
| Provision for income taxes | (11 | ) | (13 | ) | (40 | ) | (25 | ) | ||||||||
| Net loss | $ | (32,421 | ) | $ | (6,814 | ) | $ | (98,465 | ) | $ | (23,414 | ) | ||||
| Foreign currency translation adjustment | (19 | ) | 14 | (19 | ) | (18 | ) | |||||||||
| Comprehensive loss | $ | (32,440 | ) | $ | (6,800 | ) | $ | (98,484 | ) | $ | (23,432 | ) | ||||
| Net loss | $ | (32,421 | ) | $ | (6,814 | ) | $ | (98,465 | ) | $ | (23,414 | ) | ||||
| Change in redemption value of preferred interests | — | (8,426 | ) | (13,831 | ) | (24,625 | ) | |||||||||
| Net loss attributable to common unit holders | $ | (32,421 | ) | $ | (15,240 | ) | $ | (112,296 | ) | $ | (48,039 | ) | ||||
| Weighted average units outstanding – basic and diluted | 20,592 | 16,021 | 20,526 | 15,978 | ||||||||||||
| Net loss attributable to common unit holder per unit – basic and diluted | $ | (1.57 | ) | $ | (0.95 | ) | $ | (5.47 | ) | $ | (3.01 | ) | ||||
See accompanying notes.
3
NEXTNAV
HOLDINGS, LLC
Condensed CONSOLIDATED STATEMENTS OF CHANGES IN PREFERRED INTERESTS AND MEMBERS’ DEFICIT
(In thousands, except units data)
(Unaudited)
Nine Months Ended September 30, 2021
| Redeemable
Class C Convertible Preferred Units | Redeemable
Class D Convertible Preferred Units | Total
Preferred Interests | Class A
Common Units | Class B-1
Common Units | Class B-2
Common Units | Class B-3
Common Units | Class B-4
Common Units | Additional Paid-In | Accumulated | Accumulated Other Comprehensive | Members’ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Units | Value | Units | Value | Value | Units | Value | Units | Value | Units | Value | Units | Value | Units | Value | Capital | Deficit | (Loss) | Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 13,361,628 | $ | 11,879 | 71,338,498 | $ | 357,725 | $ | 369,604 | 10,753,375 | $ | 2 | 5,162,816 | $ | — | 250,000 | $ | — | 250,000 | $ | — | 4,483,971 | $ | — | $ | — | $ | (490,284 | ) | $ | (96 | ) | $ | (490,378 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 363 | — | — | 363 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common warrants | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 232 | — | — | 232 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in Redemption Value | — | — | — | 8,188 | 8,188 | — | — | — | — | — | — | — | — | — | — | (595 | ) | (7,593 | ) | — | (8,188 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (27,068 | ) | — | (27,068 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (1 | ) | (1 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | 13,361,628 | $ | 11,879 | 71,338,498 | $ | 365,913 | $ | 377,792 | 10,753,375 | $ | 2 | 5,162,816 | $ | — | 250,000 | $ | — | 250,000 | $ | — | 4,483,971 | $ | — | $ | — | $ | (524,945 | ) | $ | (97 | ) | $ | (525,040 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 325 | — | — | 325 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in Redemption Value | — | — | — | 5,643 | 5,643 | — | — | — | — | — | — | — | — | — | — | (325 | ) | (5,318 | ) | — | (5,643 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (38,975 | ) | — | (38,975 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | 13,361,628 | $ | 11,879 | 71,338,498 | $ | 371,556 | $ | 383,435 | 10,753,375 | $ | 2 | 5,162,816 | $ | — | 250,000 | $ | — | 250,000 | $ | — | 4,483,971 | $ | — | $ | — | $ | (569,238 | ) | $ | (96 | ) | $ | (569,332 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 345 | — | — | 345 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Common Unit Options | — | — | — | — | — | 13,229 | — | — | — | — | — | — | — | — | — | 2 | — | — | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (32,421 | ) | — | (32,421 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (19 | ) | (19 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | 13,361,628 | $ | 11,879 | 71,338,498 | $ | 371,556 | $ | 383,435 | 10,766,604 | $ | 2 | 5,162,816 | $ | — | 250,000 | $ | — | 250,000 | $ | — | 4,483,971 | $ | — | $ | 347 | $ | (601,659 | ) | $ | (115 | ) | $ | (601,425 | ) | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
4
NEXTNAV
HOLDINGS, LLC
Condensed CONSOLIDATED STATEMENTS OF CHANGES IN PREFERRED INTERESTS AND MEMBERS’ DEFICIT (CONTINUED)
(In thousands, except units data)
(Unaudited)
Nine Months Ended September 30, 2020
| Redeemable
Class C Convertible Preferred Units | Redeemable
Class D Convertible Preferred Units | Total
Preferred Interests | Class A
Common Units | Class B-1
Common Units | Class B-2
Common Units | Class B-3
Common Units | Class B-4
Common Units | Additional Paid-In | Accumulated | Accumulated Other Comprehensive | Members’ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Units | Value | Units | Value | Value | Units | Value | Units | Value | Units | Value | Units | Value | Units | Value | Capital | Deficit | (Loss) | Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | 13,361,628 | $ | 11,360 | 71,338,498 | $ | 325,172 | $ | 336,532 | 10,741,375 | $ | 1 | 5,174,897 | $ | — | 250,000 | $ | — | 250,000 | $ | — | — | $ | — | $ | — | $ | (327,272 | ) | $ | (84 | ) | $ | (327,356 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 22 | — | — | 22 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common warrants | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 31 | — | — | 31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in Redemption Value | — | 216 | — | $ | 7,749 | $ | 7,965 | — | — | — | — | — | — | — | — | — | — | (53 | ) | (7,912 | ) | — | (7,965 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (7,113 | ) | — | (7,113 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (32 | ) | (32 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2020 | 13,361,628 | $ | 11,576 | 71,338,498 | $ | 332,921 | $ | 344,497 | 10,741,375 | $ | 1 | 5,174,897 | $ | — | 250,000 | $ | — | 250,000 | $ | — | — | $ | — | $ | — | $ | (342,297 | ) | $ | (116 | ) | $ | (342,413 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 16 | — | — | 16 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Common Unit options | — | — | — | — | — | 2,000 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in Redemption Value | — | 217 | — | 8,017 | 8,234 | — | — | — | — | — | — | — | — | — | — | (16 | ) | (8,218 | ) | — | (8,234 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (9,486 | ) | — | (9,486 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2020 | 13,361,628 | $ | 11,793 | 71,338,498 | $ | 340,938 | $ | 352,731 | 10,743,375 | $ | 1 | 5,174,897 | $ | — | 250,000 | $ | — | 250,000 | $ | — | — | $ | — | $ | — | $ | (360,001 | ) | $ | (116 | ) | $ | (360,117 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 15 | — | — | 15 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in Redemption Value | — | 86 | — | 8,340 | 8,426 | — | — | — | — | — | — | — | — | — | — | (15 | ) | (8,411 | ) | — | (8,426 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | (6,814 | ) | — | (6,814 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 14 | 14 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2020 | 13,361,628 | $ | 11,879 | 71,338,498 | $ | 349,278 | $ | 361,157 | 10,743,375 | $ | 1 | 5,174,897 | $ | — | 250,000 | $ | — | 250,000 | $ | — | — | $ | — | $ | — | $ | (375,226 | ) | $ | (102 | ) | $ | (375,328 | ) | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
5
NEXTNAV
HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30 | ||||||||
| 2021 | 2020 | |||||||
| Operating activities | ||||||||
| Net loss | $ | (98,465 | ) | $ | (23,414 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,069 | 48 | ||||||
| Equity-based compensation | 1,033 | 53 | ||||||
| Change in fair value of warrant liability | 61,184 | (554 | ) | |||||
| Fixed asset write-off | 66 | — | ||||||
| Issuance of warrants for rent expense | 5,504 | — | ||||||
| Asset retirement obligation accretion | 56 | 53 | ||||||
| Amortization of debt issuance costs and discount | 671 | 473 | ||||||
| Accrued payment in kind (PIK) interest on debt | 4,231 | 2,438 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other current assets | (4,074 | ) | 1,937 | |||||
| Other assets | (3,276 | ) | (40 | ) | ||||
| Accounts payable | 1,148 | 153 | ||||||
| Accrued expenses and other liabilities | 1,424 | 18 | ||||||
| Net cash used in operating activities | (29,429 | ) | (18,835 | ) | ||||
| Investing activities | ||||||||
| Capitalization of costs and purchases of network assets, property, and equipment | (857 | ) | (5,701 | ) | ||||
| Purchase of internal use software | (197 | ) | (21 | ) | ||||
| Net cash used in investing activities | (1,054 | ) | (5,722 | ) | ||||
| Financing activities | ||||||||
| Proceeds from senior secured loan | 18,467 | 35,215 | ||||||
| Senior secured loan issuance costs | — | (5,378 | ) | |||||
| Proceeds from issuance of Class A Common Units | 2 | — | ||||||
| Net cash provided by financing activities | 18,469 | 29,837 | ||||||
| Effect of exchange rates on cash and cash equivalents and restricted cash | (14 | ) | (1 | ) | ||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (12,028 | ) | 5,279 | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 13,669 | 14,481 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,641 | $ | 19,760 | ||||
| Supplemental cash flow information | ||||||||
| Capital expenditures included in Accounts payable | $ | 112 | $ | 128 | ||||
| Non-cash financing information | ||||||||
| Issuance of Warrants | $ | 5,504 | $ | — | ||||
See accompanying notes.
6
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
1. Organization and Business
Principal Business
NextNav Holdings, LLC and its consolidated subsidiaries, (collectively “NextNav” or the “Company”) was formed as a limited liability company under the laws of the state of Delaware on December 5, 2007 and is headquartered in McLean, Virginia. NextNav shall continue in existence until written agreement of (i) the Company’s Board of Directors, (ii) the members holding a majority of the Common Units (as defined below), and (iii) the members holding a majority of the Preferred Units (as defined below) to dissolve, or through judicial dissolution. The rights and obligations of the members are contained in the Company’s Eighth Amended and Restated Operating Agreement dated October 2021 (the “Operating Agreement”) and amendments thereof.
NextNav delivers next generation positioning, navigation and timing (“PNT”) solutions through network-based solutions, including the Pinnacle system. The Pinnacle system provides “floor-level” altitude service to any device with a barometric pressure sensor, including most off-the-shelf Android and iOS smartphones. The TerraPoiNT system is a terrestrial-based, encrypted network designed to overcome the limitations inherent in the space-based nature of GPS through a network of specialized wide area location transmitters that broadcasts an encrypted PNT signal on a licensed 900 MHz spectrum.
NextNav has devoted substantially all of its efforts to date to planning and organization, the development of its network, ongoing research and development programs, and securing adequate capital for anticipated operations. Since its inception, NextNav has incurred recurring losses and generated negative cash flows from operations and has primarily relied upon debt and equity financings to fund its cash requirements.
As discussed in the Current Report on Form 8-K, Amendment number 1 to the Current Report on Form 8-K and Amendment number 2 to the Current Report on Form 8-K, filed on October 28, 2021, October 28, 2021 and October 29, 2021, respectively, with the Securities and Exchange Commission (the “SEC”) by Spartacus Acquisition Shelf Corp. (now known as “NextNav Inc.”) (the “Shelf”), Spartacus Acquisition Corporation (“Spartacus”) and the Shelf announced that the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of June 9, 2021 (the “Merger Agreement”), by and among the Company, Spartacus, and the Shelf, and the other parties thereto, were consummated (the “Business Combination”). Refer to Footnote 9 – Subsequent Events for further detail.
As of September 30, 2021, NextNav had authorized 300,050,000 units (“Units”). Of the authorized units, 107,950,000 are designated as preferred, of which 13,400,000 are designated as Class C Redeemable Preferred Units and 94,550,000 are designated as Class D Redeemable Preferred Units (collectively, the “Preferred Units”). The remaining 192,100,000 authorized units are designated as common units (“Common Units”), par value $0.0001, of which 128,508,093 are designated as Class A-1 Common Units, 5,199,202 are designated as Class B-1 Common Units, 250,000 are designated as Class B-2 Common Units, 250,000 are designated as Class B-3 Common Units, and 4,500,000 are designated as Class B-4 Common Units. The remainder of the Common Units (53,392,705) may be further designated as separate classes and series of Common Units by the NextNav board of directors (the “Board”) at its discretion.
Summary of Significant Accounting Policies
The accompanying Condensed Consolidated Balance Sheet as of September 30, 2021, Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020, and the Condensed Consolidated Statements of Changes in Preferred Interests and Members’ Deficit and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete annual financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2020. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2021, its results of operations for the three and nine months ended September 30, 2021 and 2020, and changes in its preferred interests and members’ deficit and cash flows for the nine months ended September 30, 2021 and 2020. The December 31, 2020 balance sheet included herein was derived from audited financial statements but does not include all disclosures including notes required by GAAP for complete annual financial statements.
7
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
Revenue
As of September 30, 2021, revenues expected to be recognized in the future related to performance obligations that are unsatisfied for non-cancellable contracts is $0.1 million. The Company expects to recognize this revenue by the third quarter of 2022.
Equity-Based Compensation
NextNav incurs equity-based compensation pursuant to units issued to employees and service providers under the 2011 Units Option and Profits Interest Plan, amended in 2020. Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. 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.
As part of determining the fair value of NextNav’s outstanding securities and stock-based compensation in the prior year, the Company relied on an Option Pricing Model (“OPM”) to determine the fair value of NextNav’s equity as of the reporting date. Given the increased potential of a merger transaction, the Company changed its equity allocation methodology from an OPM to a Probability Weighted Expected Return Method (“PWERM”) during the first quarter of 2021. The PWERM estimates the value of the Company’s outstanding equity securities based upon an analysis of future values of a company, assuming various future liquidity event outcomes. Each unit’s value is based upon the probability-weighted present value of these expected outcomes, as well as the rights of each equity class. As of September 30, 2021, the Company utilized the PWERM to capture the discrete probabilities and values of the Company’s equity securities under the identified scenarios.
The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Cost of goods sold | $ | 81 | $ | — | $ | 134 | $ | — | ||||||||
| Research and development | 136 | — | 409 | — | ||||||||||||
| Selling, general and administrative | 128 | 15 | 490 | 53 | ||||||||||||
| $ | 345 | $ | 15 | $ | 1,033 | $ | 53 | |||||||||
Basic and diluted net loss per common unit
Basic loss per unit (“EPU”) excludes dilution for common unit equivalents and is computed by dividing net loss available to common unit holders by the weighted-average number of common units outstanding for the period. Diluted EPU is based on the weighted-average number of units of common stock outstanding during each period, adjusted for the effect of dilutive common unit equivalents.
Restricted units are included in the computation of basic EPU as they vest and are included in diluted EPU, to the extent they are dilutive, determined using the treasury stock method.
8
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
The following details the determination of the diluted weighted average shares (in thousands, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Numerator | ||||||||||||||||
| Net Loss | $ | (32,421 | ) | $ | (6,814 | ) | $ | (98,465 | ) | $ | (23,414 | ) | ||||
| Less: Change in redemption value of preferred interests | — | (8,426 | ) | (13,831 | ) | (24,625 | ) | |||||||||
| Net Loss attributable to common unit holders | $ | (32,421 | ) | $ | (15,240 | ) | $ | (112,296 | ) | $ | (48,039 | ) | ||||
| Denominator | ||||||||||||||||
| Weighted average units outstanding – basic and diluted | 20,592 | 16,021 | 20,526 | 15,978 | ||||||||||||
| Net loss attributable to common unit holder per unit – basic and diluted | $ | (1.57 | ) | $ | (0.95 | ) | $ | (5.47 | ) | $ | (3.01 | ) | ||||
The following details anti-dilutive unvested restricted units, as well as the anti-dilutive effects of warrants, stock options and preferred units outstanding (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| Antidilutive Units Excluded: | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Warrants | 62,373 | 53,209 | 62,373 | 53,209 | ||||||||||||
| Options | 2,440 | 1,966 | 2,440 | 1,966 | ||||||||||||
| Restricted Stock Units | 285 | 359 | 285 | 359 | ||||||||||||
| Preferred Units | 84,700 | 84,700 | 84,700 | 84,700 | ||||||||||||
2. Debt
In December 2019, NextNav entered into the Fortress Financing Agreement (“Financing Agreement”) under which NextNav may borrow up to $100.0 million through a senior secured loan facility. An amendment to the Financing Agreement (“First Amendment”) was entered into in January 2020, under which, related party investors were added as new lenders bringing the total commitment under the Financing Agreement from $100.0 million to $105.3 million, $65.0 million of which is available to fund operations of NextNav with the rest available to fund costs incurred pursuant to the Financing Agreement, including legal and advisor costs, cash interest and paid-in-kind (“PIK”) interest.
In June 2021, NextNav entered into a second amendment (“Second Amendment”) to the Financing Agreement. Under the terms of the Second Amendment, the amount available to fund the operations of NextNav was increased from $65.0 million to $80.0 million, with the remainder available to fund costs incurred pursuant to the Financing Agreement, including legal and advisor costs and cash interest. The total amount committed under the Financing Agreement is unchanged at $105.3 million.
In connection with the consummation of the Business Combination, the Company fully paid off the outstanding loan facility. Refer to Footnote 9 – Subsequent Events for further detail.
9
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
Debt consists of the following (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Senior secured loan, principal | $ | 85,987 | $ | 63,964 | ||||
| Senior secured loan, paid-in-kind interest | 4,231 | 3,554 | ||||||
| Less unamortized discount and debt issuance costs | (8,026 | ) | (8,647 | ) | ||||
| $ | 82,192 | $ | 58,871 | |||||
Interest expense for the three months ended September 30, 2021 and 2020 was $2.7 million and $2.5 million, respectively, and $8.2 million and $6.7 million for the nine months ended September 30, 2021 and 2020, respectively.
Total amortized debt issuance costs is included in interest expense on the Condensed Consolidated Statements of Comprehensive Loss. For the three months ended September 30, 2021 and 2020 total amortized debt issuance costs was $0.3 million and $0.2 million, respectively. For the nine months ended September 30, 2021 and 2020, total amortized debt issuance costs were $0.7 million and $0.5 million, respectively.
The fair value of the loan, which is designated as Level 3 in the fair value hierarchy, was $80.7 million and $59.1 million at September 30, 2021 and December 31, 2020, respectively.
3. Warrants and Warrant Liability
NextNav issued warrants to purchase 2,603,771 Class A Common Units at $0.01 per unit in January 2020 in connection with the amendment to Financing Agreement (the “Financing Warrants”). 25% of the units underlying the warrants may be repurchased by NextNav for $1 in total upon meeting all of its obligations and termination of all lender commitments under the terms of the Financing Agreement prior to the end of the term. Another 25% of the underlying warrants may be cancelled if NextNav repays 150% of the loan balance under the Financing Agreement. Warrants to purchase 2,135,092 units were issued in January 2020. These units were recorded as a liability with a fair value of $0.2 million at issuance. Warrants to purchase 468,679 units issued in January 2020 are recorded as a capital contribution. Refer to Footnote 9 – Subsequent Events for further detail related to the Financing Warrants upon consummation of the Business Combination.
In June 2021, NextNav entered into an amendment to the warrant agreement (“Vendor Warrants”) with AT&T Services, Inc. and certain of its affiliates (“AT&T”). The amendment provided that the unvested Vendor Warrants due to AT&T will vest upon the earlier of: (i) the achievement of certain milestones, as outlined in the agreement; or (ii) a capital transaction. Prior to the amendment, the vesting condition for the unvested Vendor Warrants were only upon the achievement of certain milestones.
In connection with the consummation of the Business Combination, the vesting condition for the Vendor Warrants was met. Upon vesting, AT&T immediately elected to exchange its Vendor Warrants for a public company warrant in the Shelf. Refer to Footnote 9 – Subsequent Events for further detail.
4. Fair Value
NextNav uses observable and unobservable inputs to value fair value instruments. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The three-tier hierarchy for inputs used in measuring 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 |
10
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
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 instruments measured at fair value on a recurring basis (in thousands):
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| September 30, 2021: | ||||||||||||||||
| Warrants | — | — | $ | 168,016 | $ | 168,016 | ||||||||||
| December 31, 2020: | ||||||||||||||||
| Warrants | — | — | $ | 101,325 | $ | 101,325 | ||||||||||
The carrying values of cash and cash equivalents, accounts payable, accrued expenses, amounts included in other current assets, and current liabilities that meet the definition of a financial instrument, approximate fair value due to their short-term nature.
Assets, liabilities, and equity instruments that are measured at fair value on a nonrecurring basis include fixed assets, intangible assets, and certain equity instruments. 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 fair value of warrants issued to customers and in connection with financing activities are measured quarterly using unobservable inputs, the most significant of which is the underlying value of NextNav’s equity value. 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, NextNav’s equity is allocated to the outstanding warrants based on the OPM used to determine the fair value at each reporting date.
As of September 30, 2021, the fair value of the warrants was estimated using the Black-Scholes option-pricing model. The equity value of the Company used within the Black-Scholes option-pricing model was estimated using the PWERM and option-pricing model, estimating the probability-weighted value across multiple scenarios. Discrete future outcomes considered under the PWERM include an acquisition of the Company, as well as continued operation as a private company. The significant unobservable inputs into the valuation model include the timing and probability of occurrence of these discrete future outcomes and a discount for the lack of marketability.
As of December 31, 2020, the fair value of the warrants were estimated using the Black-Scholes option-pricing model. The equity value of the Company used within the Black-Scholes option-pricing model was estimated using discounted cash flow and guideline public company methodologies, while using an option-pricing model to estimate the allocation of value. The Company used the following assumptions within the model:
| September 30, 2021 | December 31, 2020 | |||||||
| Discount for lack of marketability | 14.0% - 37.0% | 10.0 | % | |||||
| Equity value | $727,808,000 - $736,000,000 | $ | 525,034,000 | |||||
| Expected volatility | 45.5% - 62.2% | 59.50 | % | |||||
| Dividend rate | — | — | ||||||
| Expected term (in years) | 0.58 – 2.50 | 3.00 | ||||||
| Risk-free interest rate | 0.04%-0.5% | 0.17 | % | |||||
11
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
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, 2020 | $ | 101,325 | ||
| Vesting of Vendor Warrants | 5,504 | |||
| Fair value adjustment for Vendor Warrants | (11,930 | ) | ||
| Fair value adjustment for Financing Warrants | 73,117 | |||
| Balance as of September 30, 2021 | $ | 168,016 | ||
5. Common Units and Convertible Preferred Units
Upon a liquidation event, in the absence of a conversion of the Class C and Class D Redeemable Preferred Units into Common Units, distributions are to be made in the following order of priority: the cumulative preferred return on the Class D Redeemable Preferred Units; the Class D and Class B-4 Common Units Preference Amount; the cumulative preferred return on the Class C Redeemable Preferred Units; the Class C Units Preference Amount; and, finally, proportionately to the holders of the Common Units (both Class A and B). Holders of the Class B Units will receive distributions only if the per-unit value exceeds the stated distribution hurdle for the Class B Units. If the Preferred Units have converted to Common Units, distributions will be made proportionately to the holders of Common Units with the exception that, for the Class B Units, the per-unit price must exceed the stated distribution hurdle. The Senior Secured Debt Warrant Holder and AT&T are entitled to participate on a pari passu and on an as-exercised basis with respect to the distributions made to any of the holders of the Preferred Units and Common Units irrespective of any preference.
Rights of the Preferred Units
Cumulative Preferred Return — Class C Redeemable Preferred Units and Class D Redeemable Preferred Units are entitled to cumulative preferred return whether or not declared at an annual rate of 8% and 10%, respectively. As of September 30, 2021 and 2020, the Class C Preferred Units had cumulative undeclared preferred returns of $6.0 million. As of September 30, 2021 and 2020, the Class D Redeemable Preferred Units had cumulative undeclared preferred returns of $160.0 million and $137.7 million, respectively. As of June 30, 2021 the maximum accrued preferred return on the Class D Redeemable Preferred Units and the Class C Redeemable Preferred Units was achieved and accordingly no preferred return was accrued for in the third quarter of 2021.
Conversion — Preferred Units are 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 is one Preferred Unit for one Class A Common Unit. The conversion ratio is subject to certain adjustments as defined in NextNav’s Operating Agreement. Preferred Units will 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 the Operating Agreement) where gross proceeds are at least $75.0 million.
Voting — The holders of Preferred Units are entitled to the number of votes equal to the number of Common Units into which the shares of Preferred Units held by each holder are then convertible. In addition, certain actions require 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 NextNav, creation of a senior class of units, payment of preferred return, increasing the authorized number of Common Units or Preferred Units, or amendment of NextNav’s operating agreement.
12
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
Redemption — The Class C Redeemable Preferred Units are redeemable by NextNav, 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 are 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 are redeemable by NextNav, 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 September 1, 2021, 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.
Given the redemption rights contained within the Class C Redeemable Preferred Units and the Class D Redeemable Preferred Units, NextNav accounts for the outstanding Preferred Units as temporary equity in the Condensed Consolidated Balance Sheets. Class C Redeemable Preferred Units and the Class D Redeemable Preferred Units are initially recorded at fair value, net of transaction costs, at issuance. At each reporting period, the carrying amount is adjusted to equal what the redemption amount would be as if redemption were to occur at the end of the reporting date based on the conditions that exist as of that date. The recorded redemption value of the Preferred Units includes accrued but unpaid dividends. At September 30, 2021 and December 31, 2020, the redemption value of the Class C Redeemable Preferred Units was $11.9 million, and the redemption value of the Class D Redeemable Preferred Units were $371.6 million and $357.7 million, respectively.
6. Other current assets
As of September 30, 2021 and December 31, 2020, Other current assets consists of the following (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Deferred transaction costs | $ | 6,542 | $ | — | ||||
| Prepaid rent | 1,105 | 3,511 | ||||||
| Other | 770 | 280 | ||||||
| $ | 8,417 | $ | 3,791 | |||||
7. Accrued expenses and other current liabilities
As of September 30, 2021 and December 31, 2020, Accrued expenses and other current liabilities consists of the following (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Accrued legal and professional services | $ | 2,216 | $ | 968 | ||||
| Accrued salary and other employee liabilities | 1,271 | 1,327 | ||||||
| Accrued cash interest and unfunded fees | 1,236 | 1,068 | ||||||
| Other accrued liabilities | 296 | 198 | ||||||
| $ | 5,019 | $ | 3,561 | |||||
8. Contingencies
In the normal course of business, NextNav may be involved in lawsuits, claims, and administrative proceedings. Management believes any liability or loss associated with such matters, either individually or in the aggregate, will not materially affect NextNav’s consolidated results of operations or financial position.
13
NEXTNAV
HOLDINGS, LLC
Notes to CONDENSED Consolidated Financial Statements
(Unaudited)
9. Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued:
On October 28, 2021, the Shelf and Spartacus announced that the previously announced transactions contemplated by the Merger Agreement were consummated and accordingly, the Shelf filed a Current Report on Form 8-K, on October 28, 2021, as amended by the Current Reports on Form 8-K/A, filed on October 28, 2021 and October 29, 2021, with the SEC disclosing the effect of the consummated Business Combination (the “Business Combination Filings”). In connection with the Transactions (as defined below), the Shelf changed its name to “NextNav Inc.” The ticker symbols for NextNav Inc.’s common stock and warrants on The Nasdaq Capital Market are “NN” and “NNAVW,” respectively.
As disclosed in the Business Combination Filings, as a result of the Business Combination and the related transactions (the “Transactions”), the Company and its various operating subsidiaries became wholly owned subsidiaries of NextNav Inc., with the equity holders of the Company and Spartacus’ stockholders becoming stockholders in NextNav Inc.
While the legal acquirer in the Business Combination is Spartacus, for financial accounting and reporting purposes under GAAP the Company 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, and the financial statements of NextNav Inc. will represent the continuation of the financial statements of the Company in many respects. Under this method of accounting, Spartacus will be treated as the “acquired” company for financial reporting purposes.
Immediately after the consummation of the Business Combination, NextNav Inc.’s cash balance increased by approximately $104.2 million, predominantly derived from the PIPE Financing (defined below) and the cash from Spartacus’ trust account, after giving effect to the redemption of Spartacus’ public shares, transaction fees and fully paying off the Company’s debt facility (as further discussed below). Immediately before the closing of the Business Combination, Spartacus issued and sold in a private placement an aggregate of 20.5 million shares of its Class A common stock at $10.00 per share (the “PIPE Financing”).
Pursuant to the Merger Agreement, the aggregate consideration paid in the Transactions to the Company’s equity holders consisted of 67,419,627 shares of NextNav Inc.’s common stock, a warrant to purchase 4,320,133 shares of NextNav Inc.’s common stock, and options for units in the Company were converted by their terms into options to purchase 1,968,861 shares of NextNav Inc.’s common stock.
Upon consummation of the Business Combination, AT&T elected to exchange its Vendor Warrants in the Company for a new warrant to purchase 4,320,133 shares of common stock in NextNav Inc. at an exercise price of $0.01 (the “Public Warrant”), and the outstanding Financing Warrants were exercised by the holders and immediately converted to common stock in NextNav Inc.
In connection with the Business Combination, the Company used a portion of the post Business Combination proceeds to pay the outstanding balance at October 28, 2021 of $96.8 million on the Financing Agreement, which represented the full outstanding principal, accrued cash interest and PIK interest, and other applicable fees.
14
Exhibit 99.2
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read together with the financial statements and related notes included elsewhere in this Form 8-K/A. Such discussion and analysis reflect the historical results of operations and financial position of NextNav Holdings, LLC (“Holdings” or “NextNav”) and its subsidiaries, including NextNav, LLC. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Form 8-K. Unless the context otherwise requires, all references in this “Management’ s Discussion and Analysis of Financial Condition and Results of Operations” section to “ we,” “ us,” or “ our” refer to NextNav Holdings, LLC.
Overview
NextNav is the market leader in delivering next generation positioning, navigation and timing (“PNT”) solutions that overcome the limitations of existing space-based GPS. The world increasingly requires more accurate and resilient PNT capabilities. Public safety, autonomous vehicles, eVTOLs, UAVs, and the app economy all require precise 3D location solutions. Paramedics need to know which apartment a 911 call originated from, ride hailing and delivery apps need to know precisely where you are standing and game developers need precise 3D location data to deliver a next generation augmented reality experience.
In early 2021, NextNav launched the first element of its next generation GPS service through initial commercial service on its nationwide Pinnacle network that was deployed in partnership with AT&T. The Pinnacle network provides “floor-level” altitude detection to over 90% of commercial structures over three stories in the U.S. using existing off-the-shelf Apple and Android smart phones. The Pinnacle network is being utilized by FirstNet® for public safety, as well as a growing number of commercial apps and app development platforms, including Gimbal and the Unreal Engine. We believe that ramp up of services using our existing deployed network will support significant revenue growth over the coming years.
NextNav will be extending its capabilities by deploying its TerraPoiNT system, which is a nationwide network that overcomes the inherent limitations of traditional GPS. TerraPoiNT utilizes a network of specialized wide area location transmitters that broadcast an encrypted PNT signal on NextNav’s licensed 900 MHz spectrum with a signal that is 100,000 times stronger than GPS. TerraPoiNT is well suited for urban and indoor environments where existing GPS signals are either distorted or blocked all together. In addition, TerraPoiNT provides redundancy for GPS, which is vulnerable to spoofing and jamming. GPS redundancy is increasingly a U.S. national security priority. Critical infrastructure, including communications networks and power grids, require a reliable GPS signal for accurate timing. A failure of GPS would be catastrophic, and there is no back-up today.
Since its inception in 2007, NextNav has secured valuable licenses covering approximately 93% of the U.S. population for a continuous 8 MHz band of 900 MHz spectrum, filed over 100 patents related to its systems and services, deployed the nationwide Pinnacle network and launched commercial service. In addition, we have deployed our TerraPoiNT solution in 51 markets, which received the highest scores in testing by the Department of Transportation of potential PNT back-up solutions.
The Business Combination and Public Company Costs
On October 28, 2021, NextNav Inc. 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 NextNav Inc., Spartacus Acquisition Corporation, a Delaware corporation (“Spartacus”), Holdings and the other parties thereto (the “Business Combination”). As a result of the Business Combination, certain blocker entities formed by Holdings equity holders, Holdings and the various operating subsidiaries of Holdings became our wholly owned subsidiaries, with the equity holders of each of such blocker entities and Holdings and Spartacus’ stockholders becoming stockholders in NextNav Inc. The Nasdaq ticker symbols for NextNav Inc.’s common stock, par value $0.0001 per share, and warrants are “NN” and “NNAVW,” respectively.
While the legal acquirer in the Business Combination is Spartacus, for financial accounting and reporting purposes under U.S. GAAP, Holdings is deemed to be the accounting acquirer and the various mergers pursuant to the Business Combination have been accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of NextNav Inc. will represent the continuation of the financial statements of Holdings in many respects. Under this method of accounting, Spartacus will be treated as the “acquired” company for financial reporting purposes.
With the consummation of the Business Combination and the PIPE Financing (as defined below), the most significant changes in NextNav Inc.’s future reported financial position and results of operations as compared to Holdings’ position is an increase in cash (as compared to Holdings’ balance sheet at September 30, 2021) of approximately $104.2 million, predominantly derived from the PIPE Financing and the cash from Spartacus’ trust account, after giving effect to the redemption of Spartacus’ public shares, transaction fees, and fully paying off the outstanding principal, accrued cash interest and paid-in-kind (“PIK”) interest, and other applicable fees on Holdings’ debt facility.
As a publicly traded company, NextNav Inc. will need to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. NextNav Inc. expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees that Holdings has not previously incurred.
Impact of COVID-19 on NextNav’s Business
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. There are many uncertainties regarding the current pandemic, and NextNav continue to closely monitor the impact of the pandemic on all aspects of its business, including how it will impact its employees, suppliers, vendors and business partners. While the COVID-19 pandemic initially delayed the rollout of our Pinnacle network, the Pinnacle network has since been deployed.
The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. These measures may adversely impact our employees and operations and the operations of our suppliers and business partners. In addition, various aspects of NextNav’s business cannot be conducted remotely. These measures by government authorities may continue to remain in place for a significant period of time and could adversely affect NextNav’s development plans, sales and marketing activities, and business operations.
The evolution of the virus is unpredictable at this point and any resurgence may slow down NextNav’s customer adoption and deployment of the TerraPoiNT network. The COVID-19 pandemic could limit the ability of suppliers and business partners to perform, including third-party suppliers’ ability to provide components and materials. NextNav has also experienced and may continue to experience an increase in the cost of raw materials.
The full impact of the COVID-19 pandemic continues to evolve as of the date of this proxy statement/prospectus. As such, the full magnitude of the pandemic’s effect on NextNav’s financial condition, liquidity and future results of operations is uncertain. Management continues to actively monitor NextNav’s financial condition, liquidity, operations, suppliers, industry and workforce.
Key Components of Results of Operations
Revenue
NextNav has generated limited revenues since its inception. NextNav derives its revenue from “floor-level” altitude location data, products and services including revenue generated through technology demonstration and assessment contracts with government customers, support services provided to government customers, sales of equipment, and licensing of proprietary technology. NextNav recognizes revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, and collection of consideration is probable.
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Operating Expense
Cost of Goods Sold
Cost of Goods Sold (“COGS”) consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our operations and manufacturing teams. COGS also includes expenses for site leases, cost of equipment, and professional services related to the maintenance of the equipment at each leased site. NextNav expects its operations costs to increase for the foreseeable future as it continues to invest in the expansion of its Pinnacle and TerraPoiNT networks.
Research and Development
Research and Development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our research and development functions. Research and development costs also include outside professional services for software and hardware development, cloud hosting costs, and software licensing costs. NextNav expects its research and development costs to increase for the foreseeable future as it continues to invest in research and development for its current products and future products.
Selling, General and Administrative
Selling, general and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for our business development, marketing, corporate, executive, finance legal, human resources, IT and other administrative functions. Selling, general and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, travel expenses and certain non-income taxes, insurance and other administrative expenses.
NextNav expects its selling, general and administrative expenses to increase for the foreseeable future as it scales headcount with the growth of its business, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services. As a result, NextNav expects that its selling, general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue over time.
Depreciation and Amortization
Depreciation and amortization expense results from depreciation and amortization of NextNav’s property and equipment and intangible assets that is recognized over their estimated useful lives.
Interest Expense
Interest expense relates to interest on our senior secured loan facility.
Other Income (expense)
Other income (expense) consists of miscellaneous non-operating items, such as change in fair value of warrants and foreign currency gains (losses).
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Results of Operations
The following table sets forth NextNav’s statements of operations for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue | 276 | 200 | 743 | 463 | ||||||||||||
| Operating Expense: | ||||||||||||||||
| COGS(1) | 2,068 | 1,252 | 11,668 | 5,233 | ||||||||||||
| Research and Development(1) | 1,980 | 1,971 | 6,894 | 5,177 | ||||||||||||
| Selling, general and administrative(1) | 2,856 | 2,403 | 9,385 | 6,520 | ||||||||||||
| Depreciation and Amortization | 398 | 23 | 1,069 | 48 | ||||||||||||
| Total operating expenses | 7,302 | 5,649 | 29,016 | 16,978 | ||||||||||||
| Operating Loss | (7,026 | ) | (5,449 | ) | (28,273 | ) | (16,515 | ) | ||||||||
| Interest Expense | (3,041 | ) | (2,659 | ) | (8,899 | ) | (7,247 | ) | ||||||||
| Other Income (expense) | (22,343 | ) | 1,307 | (61,253 | ) | 373 | ||||||||||
| Loss before income taxes | (32,410 | ) | (6,801 | ) | (98,425 | ) | (23,389 | ) | ||||||||
| Provision for income taxes | (11 | ) | (13 | ) | (40 | ) | (25 | ) | ||||||||
| Net Loss | (32,421 | ) | (6,814 | ) | (98,465 | ) | (23,414 | ) | ||||||||
| (1) | COGS, research and development, and selling, general and administrative expense for the periods do not include depreciation and amortization but include stock-based compensation as follows: |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Cost of goods sold | 81 | — | 134 | — | ||||||||||||
| Research and development | 136 | — | 409 | — | ||||||||||||
| Selling, general and administrative | 128 | 15 | 490 | 53 | ||||||||||||
| 345 | 15 | 1,033 | 53 | |||||||||||||
Comparison of the Three Months Ended September, 2021 and 2020
Revenue
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue | 276 | 200 | 76 | 38 | % | |||||||||||
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Revenue increased by $0.1 million, or 38%, to $0.3 million for the three months ended September 30, 2021 from $0.2 million for the three months ended September 30, 2020. The increase was primarily driven by increased revenue from contracts with commercial customers. For the three months ended September 30, 2021, three customers accounted for 86% of total revenue. For the three months ended September 30, 2020, three customers accounted for 98% of total revenue.
Operating Expenses
COGS
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| COGS | 2,068 | 1,252 | 816 | 65 | % | |||||||||||
COGS increased by $0.8 million, or 65%, to $2.1 million for the three months ended September 30, 2021 from $1.3 million for the three months ended September 30, 2020. The increase was primarily driven by a $0.7 million increase in engineering/prototype parts and materials and $0.1 million increase in outside professional services expenses related to Pinnacle network maintenance and operations.
Research and Development
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Research and Development | 1,980 | 1,971 | 9 | 0 | % | |||||||||||
Research and development expenses increased by $9 thousand, or 0%, to $2.0 million for the three months ended September 30, 2021 from $2.0 million for the three months ended September 30, 2020. The increase was primarily driven by an increase in payroll related expenses due to increased headcount, stock-based compensation and annual merit-based salary increases, partially offset by a decrease in outside consulting costs.
Selling, General and Administrative
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Selling, general and administrative | 2,856 | 2,403 | 453 | 19 | % | |||||||||||
Selling, general and administrative expenses increased by $0.5 million, or 19%, to $2.9 million during the three months ended September 30, 2021, from $2.4 million in the three months ended September 30, 2020. The increase was primarily driven by $0.2 million increase in payroll related expenses due to increased headcount, stock-based compensation and annual merit-based salary increase, $0.1 million increase in outside consulting related to finance, legal, and human resources, and $0.1 million increase in IT related expenses.
Depreciation and Amortization
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Depreciation and Amortization | 398 | 23 | 375 | 1,630 | % | |||||||||||
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Depreciation and amortization expenses increased by $375 thousand, or 1,630%, to $398 thousand during the three months ended September 30, 2021, from $23 thousand during the three months ended September 30, 2020. The increase in depreciation and amortization expense is primarily attributable to placing the Pinnacle network in service since the second half of 2020.
Interest Expense
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Interest Expense | 3,041 | 2,659 | 382 | 14 | % | |||||||||||
Interest expenses increased by $0.3 million or 14%, to $3.0 million during the three months ended September 30, 2021, from $2.7 million during the three months ended September 30, 2020. The increase in interest expense is primarily attributable to an increase in the borrowing from our senior secured loan facility.
Other Income (Expense)
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Other Income (Expense) | (22,343 | ) | 1,307 | (23,650 | ) | (1,809 | )% | |||||||||
Other income decreased by $23.6 million, or 1,809%, to ($22.3) million during the three months ended September 30, 2021, from $1.3 million during the three months ended September 30, 2020. The decrease was primarily driven by the change of the fair value of warrants.
Comparison of the Nine Months Ended September 30, 2021 and 2020
Revenue
| Nine Month Ended September 30, | |||||||||||||||
| 2021 | 2020 | $ Change | % Change | ||||||||||||
| (in thousands) | |||||||||||||||
| Revenue | 743 | 463 | 280 | 61 | % | ||||||||||
Revenue increased by $280 thousand, or 61%, to $743 thousand for the nine months ended September 30, 2021 from $463 thousand for the nine months ended September 30, 2020. The increase was driven by increased revenue from technology contracts with government and commercial customers, and an assessment contract with a commercial customer. For the nine months ended September 30, 2021, three customers accounted for 92% of total revenue. For the nine months ended September 30, 2020, three customers accounted for 97% of total revenue.
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Operating Expenses
COGS
| Nine Month Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| COGS | 11,668 | 5,233 | 6,435 | 123 | % | |||||||||||
COGS increased by $6.4 million, or 123%, to $11.6 million for the nine months ended September 30, 2021 from $5.2 million for the nine months ended September 30, 2020. The increase was primarily driven by a $5.5 million increase in rent expense related to contingent rent recorded for warrants vested in the nine months ended September 30, 2021 (see NextNav Holdings Notes to the Consolidated Financial Statements - Note 2 for more information), a $0.3 million increase in site rental and maintenance expense related to new TerraPoiNT sites, $0.5 million increase in outside consulting expense due to the Pinnacle network deployment, a $0.3 million increase in payroll related expenses a primarily driven by a stock-based compensation and annual merit-based salary increases, and $0.2 million increase in maintenance and operations of the Pinnacle network. The increases were partially offset by a decrease of $0.2 million in equipment costs.
Research and Development
| Nine Month Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Research and Development | 6,894 | 5,177 | 1,717 | 33 | % | |||||||||||
Research and development expenses increased by $1.7 million, or 33%, to $6.9 million for the nine months ended September 30, 2021 from $5.2 million for the nine months ended September 30, 2020. The increase was primarily driven by a $1.4 million increase in payroll related expenses due to increased headcount, stock-based compensation and annual merit-based salary increase, and a $0.3 million increase in software licenses.
Selling, General and Administrative
| Nine Month Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Selling, general and administrative | 9,385 | 6,520 | 2,865 | 44 | % | |||||||||||
Selling, general and administrative expenses increased by $2.9 million, or 44%, to $9.4 million during the nine months ended September 30, 2021, from $6.5 million in the nine months ended September 30, 2020. The increase was primarily driven by a $1.2 million increase in payroll related expenses due to increased headcount, stock-based compensation and annual merit-based salary increase, $0.8 million increase in outside consulting expense related to finance and marketing, $0.2 million in facilities expenses, and a $0.7 million increase in IT related expenses.
Depreciation and Amortization
| Nine Month Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Depreciation and Amortization | 1,069 | 48 | 1,021 | 2,127 | % | |||||||||||
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Depreciation and amortization expenses increased by $1.0 million, or 2,127%, to $1.1 million during the nine months ended September 30, 2021, from $48 thousand during the nine months ended September 30, 2020. The increase in depreciation and amortization expense is primarily attributable to placing the Pinnacle network in service since the second half of 2020.
Interest Expense
| Nine Month Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Interest Expense | 8,899 | 7,247 | 1,652 | 23 | % | |||||||||||
Interest expenses increased by $1.7 million, or 23%, to $8.9 million during the nine months ended September 30, 2021, from $7.2 million during the nine months ended September 30, 2020. The increase in interest expense is primarily attributable to the increase in borrowing from our senior secured loan facility.
Other Income (Expense)
| Nine Month Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (in thousands) | ||||||||||||||||
| Other Income (Expense) | (61,253 | ) | 373 | (61,626 | ) | (16,522 | )% | |||||||||
Other income decreased by $61.6 million, or 16,522%, to ($61.2) million during the nine months ended September 30, 2021, from $0.4 million during the nine months ended September 30, 2020. The decrease was primarily driven by the change of the fair value of warrants.
Liquidity and Capital Resources
NextNav has incurred losses since its inception and to date has generated only limited revenue. To date, NextNav has funded its operations primarily through the issuances of convertible preferred units and through borrowing under an existing senior secured loan facility (“Financing Agreement”), which it entered into in December 2019 with Fortress Credit Corporation ( “Fortress”). NextNav has raised gross proceeds of $179 million from convertible preferred unit issuances and $82 million from borrowing under the Financing Agreement, inclusive of paid-in-kind interest. Pursuant to the Financing Agreement, NextNav is entitled to borrow up to $105 million, $80 million of which is available to fund operations and the balance is available to fund costs incurred pursuant to the agreement, including legal and advisor costs, cash interest and PIK interest. As of September 30, 2021, NextNav had $12.0 million of principal remaining to be drawn under the Financing Agreement. The Financing Agreement contains loan options of either a reference rate loan with an interest rate floor of 6% or a LIBOR rate loan with an interest rate floor of 5%. Added to the reference rate and LIBOR loans, respectively, are applicable margins of 6% and 7%, respectively, resulting in combined interest and applicable margin rates of at least 12% per annum on all loans made pursuant to the financing agreement. The facility matures in December 2026, with repayment of all amounts due under the loan due at that time.
In June 2021, NextNav entered into a second amendment (“Second Amendment”) to the Financing Agreement. Under the terms of the Second Amendment, the amount available to fund the operations of NextNav was increased from $65.0 million to $80.0 million, with the remainder available to fund costs incurred pursuant to the Financing Agreement, including legal and advisor costs and cash interest. The total amount committed under the Financing Agreement is unchanged at $105.3 million. Debt outstanding under the Financing Agreement as of September 30, 2020 was $82.2 million, which is inclusive of PIK interest and net of debt issuance costs. Subsequent to quarter end, in connection with the consummation of the Business Combination, all amounts outstanding under the Financing Agreement were repaid and the Financing Agreement was terminated.
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Immediately before the closing of the Business Combination, Spartacus issued and sold in a private placement an aggregate of 20.5 million shares of its Class A common stock at $10.00 per share (the “PIPE Financing”). Further, Spartacus received $25.9 million of cash previously held in a trust account, after giving effect to a per share conversion price of approximately $10.15 for holders of public shares electing redemption. The trust account had a balance immediately prior to the Business Combination of $203.0 million.
Following the payment of redemptions and after giving effect to the PIPE Financing, Spartacus had approximately $230.9 million of available cash for disbursement. A portion of the available cash post-Business Combination was used to repay the outstanding principal, accrued cash interest and PIK interest, and other applicable fees on the Financing Agreement as of October 28, 2021. As a result, NextNav had no debt outstanding and after giving effect to this payment NextNav’s cash balance increased by approximately $104.2 million to fund future operations.
During the nine months ended September 30, 2021 and 2020, NextNav incurred net losses of $98.5 million and $23.4 million, respectively. As of September 30, 2021, NextNav had cash and cash equivalents of $1.6 million and an accumulated deficit of $601.4 million. NextNav expects to incur additional losses and higher operating expenses for the foreseeable future. NextNav’s primary uses of cash are to fund its operations as it continues to grow its business. NextNav will require a significant amount of cash for expenditures as it invests in ongoing research and development and the deployment of the TerraPoiNT network. We have experienced significant net losses since our inception and, given the significant operating and capital expenditures associated with our business plan, we anticipate that we will continue to incur net losses. However, we estimate that the net proceeds of $104.2 million from the Business Combination will be sufficient to meet our liquidity needs for the foreseeable future.
To the extent that current and anticipated sources of liquidity are insufficient to fund our future business activities and requirements, NextNav Inc. may be required to seek additional equity or debt financing after the closing of the Business Combination. The sale of additional equity would result in additional dilution to NextNav Inc.’s stockholders after the closing. The incurrence of debt financing would result in debt service obligation and instruments governing such debt could provide for operating and financial covenants that could restrict NextNav’s operations. There can also be no assurances that NextNav Inc. will be able to raise additional capital. The inability to raise capital could adversely affect our ability to achieve our business objections.
Cash Flows
The following table summarizes NextNav’s cash flows for the period indicated:
| Nine Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| (in thousands) | ||||||||
| Net cash (used in) operating activities | (29,429 | ) | (18,835 | ) | ||||
| Net cash (used in) investing activities | (1,054 | ) | (5,722 | ) | ||||
| Net cash provided by financing activities | 18,469 | 29,837 | ||||||
Cash Flows from Operating Activities
NextNav’s cash flows used in operating activities is significantly affected by the growth of its business primarily related to research and development, sales and marketing, and selling, general and administrative activities. NextNav’s operating cash flows are also affected by its working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
During the nine months ending September 30, 2021, net cash used in operating activities was $29.4 million, resulting primarily from a net loss of $98.4 million adjusted for non-cash charges of $61.1 million for change in the fair value of warrant liability, $5.5 million related to issuance of warrant for rent expense, $4.2 million for paid-in-kind interest expense, $1.1 million for depreciation and amortization, $0.7 million for amortization of debt issuances costs, $1.0 million for stock-based compensation and $0.1 million for asset retirement obligation accretion. Additionally, there was a net increase in operating assets and liabilities of $4.7 million.
9
During the nine months ending September 30, 2020, net cash used in operating activities was $18.8 million, resulting primarily from a net loss of $23.4 million adjusted for non-cash charges of $2.4 million of for paid-in-kind interest expense, and $0.5 million for amortization of debt issuance costs offset by $0.4 million for change in the fair value of warrant liability. Additionally, there was a net increase in operating assets and liabilities of $2.1 million.
Cash Flows from Investing Activities
During the nine months ending September 30, 2021, net cash used in investing activities was $1.1 million representing additions to property and equipment primarily related to the deployment of the Pinnacle Network and internal use software.
During the nine months ending September 30, 2020, net cash used in investing activities was $5.7 million primarily related to the deployment of the Pinnacle Network.
Cash Flows from Financing Activities
During the nine months ending September 30, 2021, net cash provided by financing activities was $18.5 million primarily reflecting borrowing from our senior secured loan facility.
During the nine months ending September 30, 2020, net cash provided by financing activities was $29.8 million primarily reflecting $35.2 million in borrowing from our senior secured loan facility partially offset by $5.4 million in senior secured loan facility issuance costs.
Off-Balance Sheet Arrangements
NextNav did not have off-balance sheet arrangements during the periods presented, and does not currently have any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Significant Management Estimates
Our discussion and analysis of our financial condition and results of operations are based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the ongoing and potential impacts of the COVID-19 pandemic and related government mandates and restrictions. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within its control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results may differ from these estimates under different assumptions or conditions.
The following critical accounting discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require significant, difficult, subjective or complex judgments.
Long Lived Assets
NextNav’s property and equipment and network under construction are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, impairment is determined by comparing the carrying value of these long-lived assets to management’s probability weighted estimate of the future undiscounted cash flows expected to result from the use of the assets or asset group. In the event an impairment exists, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset group.
10
Revenue Recognition
NextNav derives its revenue from indoor and dense-urban positioning technology, products and services including revenue generated through technology demonstration and assessment contracts with government customers, support services provided to government customers, sales of equipment, and licensing of proprietary technology.
NextNav recognizes revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, payment terms are determined and collection of consideration is probable.
NextNav sells software licenses and services through arrangements that may bundle software, equipment, and other services. When NextNav determines that it has separate distinct performance obligations, NextNav allocates the bundled contract price among the various performance obligations based on each deliverable’s stand-alone selling price. If the stand-alone selling price is not directly observable, NextNav estimates the amount to be allocated for each performance obligation based on observable market transactions. When NextNav determines the performance obligations are not distinct, NextNav recognizes revenue on a combined basis as the obligation is satisfied. To the extent NextNav’s contracts include variable consideration, the transaction price includes both fixed and variable consideration. The variable consideration contained within NextNav’s contracts with customers may include discounts, credits and other similar items. When a contract includes variable consideration, NextNav evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, NextNav includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
NextNav recognizes equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment. Customers do not have rights of return without prior consent from NextNav. Revenue pursuant to licensing agreements for NextNav’s technology represent performance obligations that are satisfied over time. NextNav recognizes support services ratably over the periods in which the services are provided; the related costs are expensed as incurred.
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and deferred revenue on the Consolidated Balance Sheets. The Company bills amounts under its agreed-upon contractual terms at periodic intervals for services, upon shipment for equipment, or upon achievement of contractual milestones or as work progresses. Billing may occur subsequent to revenue recognition, resulting in accounts receivable. The Company may also receive payments from customers before revenue is recognized, resulting in deferred revenue.
Intangible Assets
NextNav holds wireless Multilateration Location and Monitoring Service (“LMS”) licenses. Certain general regulatory requirements apply to all licensed wireless spectrum, including, for example, certain build-out or “substantial service” requirements, which generally must be satisfied as a condition to the retention of the license. NextNav is actively engaged in either meeting such requirements currently or seeking an extension of such requirements from the FCC for each of its LMS licenses. Although licenses are issued for only a fixed time, ten years, such licenses are subject to renewal by the FCC, based on the achievement of certain milestones and a finding that such renewal would serve the public interest. Renewal of NextNav’s licenses has occurred previously and at nominal cost. As a result, NextNav treats its wireless LMS spectrum licenses as an indefinite-lived intangible asset. NextNav reevaluates the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Costs incurred to maintain the FCC licenses are recorded in operating expenses.
NextNav assesses indefinite-lived intangible assets for potential impairment annually as of October 1, or during the year if an event or other circumstance indicates that NextNav may not be able to recover the carrying amount of the asset. In evaluating indefinite-lived intangible assets for impairment, NextNav first assesses qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If NextNav concludes that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. However, if NextNav concludes that it is more likely than not that the fair value of the asset is less than its carrying value, then NextNav performs a two-step impairment test to identify potential impairment and measures the amount of impairment it will recognize, if any.
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Convertible Redeemable Preferred Stock
Holders of NextNav preferred stock have certain preference rights relative to NextNav common stock. NextNav preferred stock contains certain redemption and conversion features that are evaluated for appropriate classification. NextNav preferred stock is not classified as a liability because it is not mandatorily redeemable and does not contain an obligation to issue a variable number of shares. However, the NextNav preferred stock can be redeemed upon the occurrence of a liquidation event which is not solely within NextNav’s control. As such, the preferred stock has been classified as redeemable interests outside of permanent equity (i.e., mezzanine) as a result of these features.
Warrants
Warrants are classified as non-current liabilities and reported at fair value at each reporting period. The fair value the warrants is accounted for using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires NextNav to make certain assumptions, including the fair value of the underlying units, the expected term, the expected volatility, the risk-free interest rate, and the dividend yield. The expected dividend rate of zero is based on the fact that NextNav has not historically paid and does not expect to pay a dividend on its Class A Common Units or its Series D Preferred Units. The risk free rate was based on U.S. Treasury yields for securities with similar terms. Volatility was calculated based on the trading prices for a group of comparable public companies.
Stock-Based Compensation
NextNav measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. NextNav recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period. The straight-line method is used to recognize stock-based compensation over the applicable period. NextNav uses the Black-Scholes option-pricing model to determine the fair value of stock awards and the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of share-based awards, including the fair value of the NextNav common stock, the option’s expected term, the price volatility of the underlying common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
Equity Valuations
The fair value of our equity instruments has historically been determined based upon information available at the time of grant. Given the historical absence of a public trading market for NextNav capital stock and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation, NextNav management has exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our equity instruments at each grant date.
These factors included:
| ● | NextNav’s operating and financial performance; |
| ● | current business conditions and projections; |
| ● | the likelihood of achieving a liquidity event for the underlying equity instruments, such as an initial public offering or sale of the company, given prevailing market conditions; |
| ● | the lack of marketability of NextNav common stock; and |
| ● | the market performance of comparable publicly traded companies. |
12
Recently Issued and Adopted Accounting Standards
For information regarding new accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, if any, refer to Note 1 to our consolidated financial statements for the year ended December 31, 2020 included elsewhere in this Form 8-K/A.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
NextNav had cash and cash equivalents of $1.6 million as of September 30, 2021. NextNav holds its cash and cash equivalent for working capital purposes. NextNav’s cash and cash equivalents are held in cash deposits and money market funds. Due to the short-term nature of these instruments, NextNav believes that it does not have any material exposure to changes in the fair value of its cash and cash equivalents due to changes in interest rates. Declines in interest rates, however, would reduce NextNav’s future interest income. The effect of a hypothetical 10% change in interest rates would not have a material impact on NextNav’s financial statements.
Our borrowings under the senior secured loan facility interest contains loan options of either a reference rate loan with an interest rate floor of 6% or a LIBOR rate loan with an interest rate floor of 5%. As a result, we are subject to interest rate risk, and our interest obligation on outstanding borrowings will fluctuate based on these options. As of September 30, 2021, our exposure to interest rate risk was not material. Subsequent to the quarter end, we repaid the amounts outstanding under our senior secured loan facility in full.
Concentration of Credit Risk
NextNav deposits its cash with financial institutions, and, at times, such balances may exceed federally insured limits. Management believes the financial institutions that hold NextNav’s cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to cash and cash equivalents.
Effects of Inflation
While inflation may impact our revenues and cost of services, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.
Emerging Growth Company Status
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. Spartacus previously elected to avail itself of the extended transition period, and following the consummation of the Business Combination, NextNav Inc. will be an emerging growth company (for the period described in the immediately succeeding paragraph) and will take advantage of the benefits of the extended transition period emerging growth company status permits. During the extended transition period, it may be difficult or impossible to compare NextNav Inc.’s financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used.
NextNav Inc. will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2025, (b) the last date of NextNav Inc.’s fiscal year in which it has total annual gross revenue of at least $1.07 billion, (c) the date on which NextNav Inc. is deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which NextNav Inc. has issued more than $1.0 billion in non-convertible debt securities during the previous three years.
13
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X to give effect to the business combination and the related transactions contemplated by the Agreement and Plan of Merger, dated as of June 9, 2021 (the “Merger Agreement”), by and among us, Spartacus Acquisition Corporation (“Spartacus”), NextNav Holdings, LLC (“Holdings”) and the other parties thereto (the “Business Combination”).
The following unaudited pro forma condensed combined financial information is based on the historical consolidated financial statements of Holdings and Spartacus, as adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 assumes that the Business Combination was completed on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give pro forma effect to the Business Combination as if they had occurred on January 1, 2020.
The assumptions and estimates underlying the unaudited adjustments to the unaudited pro forma condensed combined financial information are described in the accompanying notes, which should be read in conjunction with the following:
| ● | Holdings’ unaudited condensed consolidated financial statements and related notes as of and for the nine months ended September 30, 2021 included elsewhere in this amendment to Current Report on Form 8-K; |
| ● | Spartacus’ unaudited condensed financial statements and related notes as of and for the nine months ended September 30, 2021 included in Spartacus’ Quarterly Report on Form 10-Q; |
| ● | Holdings’ audited consolidated financial statements and related notes for the year ended December 31, 2020 included in Spartacus Acquisition Shelf Corp.’s (now known as NextNav Inc.) final prospectus and definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2021; |
| ● | Spartacus’ audited financial statements and related notes for the period from August 10, 2020 (inception) through December 31, 2020 (as restated) included in Spartacus’ Annual Report on Form 10-K; and |
| ● | Our Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this amendment to Current Report on Form 8-K. |
Certain direct and incremental costs related to the Business Combination will be recorded as a reduction against additional-paid-in-capital, consistent with the accounting for reverse recapitalizations. The unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination.
The unaudited pro forma adjustments reflecting the consummation of the Business Combination and related transactions are based on certain estimates and assumptions. These estimates and assumptions are based on information available as of the dates of the unaudited pro forma condensed combined financial information and may be revised as additional information becomes available. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material.
NEXTNAV INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2021
(In thousands, except share and per share data)
| Spartacus (Historical) | Holdings (Historical) | Pro Forma Adjustments | Note 2 | Combined Pro Forma | ||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 36 | $ | 1,641 | $ | 203,007 | 2(a) | $ | 111,200 | |||||||||
| (177,060 | ) | 2(b) | ||||||||||||||||
| (29,370 | ) | 2(c) | ||||||||||||||||
| (91,454 | ) | 2(d) | ||||||||||||||||
| (600 | ) | 2(e) | ||||||||||||||||
| 205,000 | 2(f) | |||||||||||||||||
| Other current assets | 276 | 8,417 | (6,542 | ) | 2(c) | 2,151 | ||||||||||||
| Total current assets | 312 | 10,058 | 102,981 | 113,351 | ||||||||||||||
| Cash and securities held in trust account | 203,007 | — | (203,007 | ) | 2(a) | — | ||||||||||||
| Network under construction | 16,821 | 16,821 | ||||||||||||||||
| Property and equipment, net | 5,723 | 5,723 | ||||||||||||||||
| Intangible asset | 4,106 | 4,106 | ||||||||||||||||
| Other assets | 3,472 | 3,472 | ||||||||||||||||
| Total assets | $ | 203,319 | $ | 40,180 | $ | (100,026 | ) | $ | 143,473 | |||||||||
| Liabilities and Stockholders’ equity | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 2,172 | $ | 1,793 | $ | (1,904 | ) | 2(c) | $ | 2,061 | ||||||||
| Accrued expenses and other current liabilities | — | 5,019 | (2,310 | ) | 2(c) | 2,709 | ||||||||||||
| Total current liabilities | 2,172 | 6,812 | (4,214 | ) | 4,770 | |||||||||||||
| Senior secured loan facility | — | 82,192 | (82,192 | ) | 2(d) | — | ||||||||||||
| Warrants | 31,912 | 168,016 | (168,525 | ) | 2(i), 2(j) | 16,012 | ||||||||||||
| 509 | 2(g) | |||||||||||||||||
| (15,900 | ) | 2(k) | ||||||||||||||||
| Working capital loan | 600 | — | (600 | ) | 2(e) | — | ||||||||||||
| Deferred underwriters’ discount | 7,000 | — | (7,000 | ) | 2(c) | — | ||||||||||||
| Other long term liabilities | — | 1,150 | — | 1,150 | ||||||||||||||
| Total liabilities | 41,684 | 258,170 | (277,922 | ) | 21,932 | |||||||||||||
| Redeemable convertible preferred stock | — | 383,435 | (383,435 | ) | 2(o) | — | ||||||||||||
2
NEXTNAV INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (continued)
As of September 30, 2021
(In thousands, except share and per share data)
| Spartacus (Historical) | Holdings (Historical) | Pro Forma Adjustments | Note 2 | Combined Pro Forma | ||||||||||||||
| Class A Common Units, authorized 128,508,093 units; 10,766,604 units issued and outstanding as of September 30, 2021 | — | 2 | (2 | ) | 2(p) | — | ||||||||||||
| Class A common stock subject to possible redemption, 20,000,000 shares at redemption value as of September 30, 2021 | 203,007 | — | (203,007 | ) | 2(b) | — | ||||||||||||
| Stockholders’ Equity: | ||||||||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 | — | — | — | — | ||||||||||||||
| Class A common stock, $0.0001 par value; 200,000,000 shares authorized | — | — | 10 | 2(f), 2(g), 2(i), 2(j), 2(k), 2(l), 2(m) | 10 | |||||||||||||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized, 5,000,000 shares issued and outstanding as of September 30, 2021 | 1 | — | (1 | ) | 2(l) | — | ||||||||||||
| Accumulated other comprehensive loss | — | — | (115 | ) | 2(m) | (115 | ) | |||||||||||
| Additional paid-in capital | — | 347 | 204,998 | 2(f) | 132,913 | |||||||||||||
| 168,525 | 2(i), 2(j) | |||||||||||||||||
| 15,900 | 2(k) | |||||||||||||||||
| 1,496 | 2(h) | |||||||||||||||||
| 25,947 | 2(b) | |||||||||||||||||
| (41,373 | ) | 2(n) | ||||||||||||||||
| (24,699 | ) | 2(c) | ||||||||||||||||
| (218,228 | ) | 2(m), 2(o), 2(p) | ||||||||||||||||
| Accumulated Deficit | (41,373 | ) | 41,373 | 2(n) | (11,267 | ) | ||||||||||||
| (9,262 | ) | 2(d) | ||||||||||||||||
| (509 | ) | 2(g) | ||||||||||||||||
| (1,496 | ) | 2(h) | ||||||||||||||||
| Total stockholders’ equity | (41,372 | ) | 347 | 162,566 | 121,541 | |||||||||||||
| Members’ deficit | — | (601,774 | ) | 601,774 | 2(m) | — | ||||||||||||
| Total liabilities and stockholders’ equity (members’ deficit) | $ | 203,319 | $ | 40,180 | $ | (100,026 | ) | $ | 143,473 | |||||||||
3
NEXTNAV INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the nine months ended September 30, 2021
(In thousands, except share and per share data)
| Spartacus (Historical) | Holdings (Historical) | Pro Forma Adjustments | Note 3 | Combined Pro Forma | ||||||||||||||
| Revenue | $ | — | $ | 743 | $ | — | $ | 743 | ||||||||||
| Operating expenses: | ||||||||||||||||||
| Costs of goods sold (exclusive of depreciation and amortization) | 3,535 | 11,668 | — | 15,203 | ||||||||||||||
| Research and development | — | 6,894 | — | 6,894 | ||||||||||||||
| Selling, general and administrative | — | 9,385 | — | 9,385 | ||||||||||||||
| Depreciation and amortization | — | 1,069 | — | 1,069 | ||||||||||||||
| Total operating expenses | 3,535 | 29,016 | — | 32,551 | ||||||||||||||
| Operating loss | (3,535 | ) | (28,273 | ) | — | (31,808 | ) | |||||||||||
| Other income (expense): | — | |||||||||||||||||
| Interest income (expense) | 47 | (8,899 | ) | 8,899 | 3(a) | 47 | ||||||||||||
| Change in fair value of warrants | (8,900 | ) | (61,184 | ) | 61,184 | 3(d), 3(e) | (4,200 | ) | ||||||||||
| 4,700 | 3(f) | |||||||||||||||||
| Other income (expense), net | — | (69 | ) | — | (69 | ) | ||||||||||||
| Loss before income taxes | (12,388 | ) | (98,425 | ) | 74,783 | (36,030 | ) | |||||||||||
| Income tax expense | — | (40 | ) | — | (40 | ) | ||||||||||||
| Net loss | $ | (12,388 | ) | $ | (98,465 | ) | $ | 74,783 | $ | (36,070 | ) | |||||||
| Foreign currency translation adjustment | — | (19 | ) | — | (19 | ) | ||||||||||||
| Comprehensive loss | $ | (12,388 | ) | $ | (98,484 | ) | $ | 74,783 | $ | (36,089 | ) | |||||||
4
NEXTNAV INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS — (continued)
For the nine months ended September 30, 2021
(In thousands, except share and per share data)
| Spartacus (Historical) | Holdings (Historical) | Pro Forma Adjustments | Note 3 | Combined Pro Forma | ||||||||||||||
| Weighted average shares outstanding of Class A redeemable common stock | 20,000,000 | — | — | — | ||||||||||||||
| Basic and diluted loss per share, Class A common stock subject to possible redemption | $ | (0.50 | ) | — | — | $ | — | |||||||||||
| Basic and diluted weighted average shares outstanding, non-redeemable common stock | 5,000,000 | — | — | 99,791,147 | ||||||||||||||
| Basic and diluted loss per non-redeemable common share | $ | (0.50 | ) | — | — | $ | (0.36 | ) | ||||||||||
| Change in redemption value of preferred units | $ | — | $ | (13,831 | ) | $ | — | $ | — | |||||||||
| Net loss attributable to common unit holders | $ | — | $ | (112,296 | ) | $ | — | $ | — | |||||||||
| Weighted average shares outstanding – basic and diluted | — | 20,526 | — | — | ||||||||||||||
| Net loss attributable to common unit holder per share – basic and diluted | $ | — | $ | (5.47 | ) | $ | — | $ | — | |||||||||
5
NEXTNAV INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2020
(In thousands, except share and per share data)
| For the period from August 10, 2020 (inception) through December 31, 2020 (as restated) Spartacus (Historical) | For the year ended December 31, 2020 Holdings (Historical) | Pro Forma Adjustments | Note 3 | Combined Pro Forma | ||||||||||||||
| Revenue | $ | — | $ | 569 | $ | — | $ | 569 | ||||||||||
| Operating expenses: | ||||||||||||||||||
| Costs of goods sold (exclusive of depreciation and amortization) | 788 | 7,770 | 509 | 3(b) | 10,563 | |||||||||||||
| 1,496 | 3(c) | |||||||||||||||||
| Research and development | — | 8,777 | — | 8,777 | ||||||||||||||
| Selling, general and administrative | — | 13,256 | — | 13,256 | ||||||||||||||
| Depreciation and amortization | — | 235 | — | 235 | ||||||||||||||
| Total operating expenses | 788 | 30,038 | 2,005 | 32,831 | ||||||||||||||
| Operating loss | (788 | ) | (29,469 | ) | (2,005 | ) | (32,262 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest income (expense) | 29 | (10,037 | ) | 10,037 | 3(a) | 29 | ||||||||||||
| Change in fair value of warrants | (2,975 | ) | (97,604 | ) | 97,604 | 3(d), 3(e) | (2,275 | ) | ||||||||||
| 700 | 3(f) | |||||||||||||||||
| Other income (expense), net | — | (188 | ) | — | (188 | ) | ||||||||||||
| Loss before income taxes | (3,734 | ) | (137,298 | ) | 106,336 | (34,696 | ) | |||||||||||
| Income tax benefit (expense) | — | (38 | ) | — | (38 | ) | ||||||||||||
| Net loss | $ | (3,734 | ) | $ | (137,336 | ) | $ | 106,336 | $ | (34,734 | ) | |||||||
| Foreign currency translation adjustment | — | 12 | — | 12 | ||||||||||||||
| Comprehensive loss | $ | (3,734 | ) | $ | (137,324 | ) | $ | 106,336 | $ | (34,722 | ) | |||||||
6
NEXTNAV INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS — (continued)
For the year ended December 31, 2020
(In thousands, except share and per share data)
| For the period from August 10, 2020 (inception) through December 31, 2020 (as restated) Spartacus (Historical) | For the year ended December 31, 2020 Holdings (Historical) | Pro Forma Adjustments | Note 3 | Combined Pro Forma | ||||||||||||||
| Weighted average shares outstanding of Class A redeemable common stock | 8,663,166 | — | — | — | ||||||||||||||
| Basic and diluted loss per share, Class A common stock subject to possible redemption | $ | — | — | — | — | |||||||||||||
| Basic and diluted weighted average shares outstanding, non-redeemable common stock | 6,546,624 | — | — | 99,791,147 | ||||||||||||||
| Basic and diluted loss per non-redeemable common share | $ | (0.57 | ) | — | — | (0.35 | ) | |||||||||||
| Change in redemption value of preferred units | $ | — | $ | (33,072 | ) | $ | — | $ | — | |||||||||
| Net loss attributable to common unit holders | $ | — | $ | (170,408 | ) | $ | — | $ | — | |||||||||
| Weighted average shares outstanding – basic and diluted | — | 16,853 | — | — | ||||||||||||||
| Net loss attributable to common unit holder per share – basic and diluted | $ | — | $ | (10.11 | ) | $ | — | $ | — | |||||||||
7
Note 1. Basis of Pro Forma Presentation
The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the consolidated results of operation subsequent to the Business Combination.
The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor do they purport to project the future consolidated results of operations or financial position of the combined company. They should be read in conjunction with the historical financial statements and notes thereto of Spartacus and Holdings.
There were no significant intercompany balances or transactions between Spartacus and Holdings as of the date and for the periods of these unaudited pro forma condensed combined financial statements.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had Spartacus and Holdings filed consolidated income tax returns during the periods presented.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of NextNav Inc.’s shares outstanding, assuming the Business Combination and related transactions occurred on January 1, 2020.
Note 2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments
The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2021 are as follows:
| a) | Reflects the reclassification of cash held in the Spartacus trust account (the “Trust Account”) that becomes available following the Business Combination. |
| b) | Reflects a $177.0 million withdrawal of funds from the Trust Account to fund the redemption of 17.4 million shares of Spartacus Class A common stock at approximately $10.15 per share. |
| c) | Reflects the cash payment of Spartacus and Holdings’ transaction costs of $29.4 million incurred and paid at the close of the Business Combination. Of that amount, $7.0 million relates to deferred underwriting compensation incurred as part of the initial public offering of Spartacus paid upon the consummation of a Business Combination. The remaining transaction costs of $22.4 million include direct and incremental costs, such as legal, third party advisory, and other miscellaneous fees associated with the Business Combination. |
| As of September 30, 2021, approximately $6.5 million of transaction costs were deferred on the historical balance sheet of Holdings, and approximately $1.9 million and $2.3 million were accrued for on the historical balance sheet of Spartacus and Holdings, respectively. These transaction costs relate legal and third party advisory costs associated with the Business Combination. |
| d) | Reflects the cash payoff of Holdings’ senior secured loan facility of $91.5 million and the elimination of the corresponding liability of $82.2 million, which is presented net of debt issuance costs and discount. |
| e) | Reflects the repayment of the Spartacus’ working capital loan upon consummation of the Business Combination. |
| f) | Reflects the gross cash proceeds from PIPE Financing of 20.5 million shares of Spartacus Class A common stock for $205.0 million from the PIPE Investors. |
| g) | Reflects the unvested portion of the two Class D Preferred Units warrants issued by Holdings to AT&T which vest upon the consummation of the Business Combination. For purposes of the pro forma condensed combined balance sheet these warrants are deemed to vest as of September 30, 2021, and the value of the unvested portion is based on the valuation as of September 30, 2021. The information is provided for illustrative purposes only, and the fair value of the unvested portion may significantly differ as a result of the Business Combination. |
8
| h) | Reflects the unvested portion of the Class A Common Units warrant issued by Holdings to AT&T which vest upon the consummation of the Business Combination. For purposes of the pro forma condensed combined balance sheet the warrant is deemed to vest as of September 30, 2021, and the value of the unvested portion is based on the valuation as of the historical modification date of the AT&T Holdings Warrants. The information is provided for illustrative purposes only, and the fair value of the unvested portion may significantly differ as a result of the Business Combination. |
| i) | Reflects the reclassification of Holdings’ redeemable warrant liability to additional paid-in capital and common stock for the exchange of the AT&T Holdings Warrants for the AT&T Shelf Warrant. |
| The value of the AT&T Shelf Warrant upon exchange date is assessed by Holdings to closely approximate the combined value of the AT&T Holdings Warrants, which for purposes of the pro forma condensed combined balance sheet as of September 30, 2021 is deemed to be the fair value of the AT&T Holdings Warrants as of this date. The information is provided for illustrative purposes only, and the fair value of the AT&T Holdings Warrants may significantly differ as a result of the Business Combination. |
| j) | Reflects the reclassification of Holdings’ redeemable warrant liability to additional paid-in capital and common stock as a result of: i) the exercise of outstanding warrants, other than the AT&T Holdings Warrants, immediately prior to the Business Combination ii) as well as the reclassification of certain unexercised warrants, other than those held by AT&T, to permanent equity. |
| k) | Reflects the reclassification of Spartacus’ 10 million outstanding public warrants issued during its initial public offering from warrant liability to additional paid-in capital and common stock. Upon consummation of the Business Combination, the terms included in the public warrants that precluded equity classification are no longer applicable, which for purposes of the pro forma condensed combined balance sheet is assumed to have occurred on September 30, 2021. |
| l) | Reflects the reclassification of $1 thousand for the par value of Spartacus Class B common stock to the par account for Class A common stock to account for the conversion of all outstanding, non-forfeited Class B common stock to Class A common stock (see Note 4). |
| m) | Reflects the recapitalization of Holdings, including the reclassification of members’ equity to common stock, additional paid-in capital, and accumulated other comprehensive loss. |
| n) | Reflects the elimination of Spartacus’ historical retained earnings. |
| o) | Reflects the recapitalization of Holdings preferred convertible preferred stock. |
| p) | Reflects the recapitalization of Holdings common stock. |
Note 3. Unaudited Pro Forma Condensed Combined Statements of Operations
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the period from August 10, 2020 (inception) through December 31, 2020 (as restated), and for the year then ended are as follows:
| a) | Reflects the reduction of interest expense for the nine months ended September 30, 2021 and for the year ended December 31, 2020 as a result of the payoff of Holdings’ senior secured loan facility. |
| b) | Reflects the incremental expense for the unvested portion of the two Class D Preferred Units warrants issued by Holdings to AT&T, which for the purposes of the pro forma condensed combined statement of operations for the year ended December 31, 2020, is assumed to have vested on January 1, 2020. The unvested portion is deemed to be equivalent to the fair value of the vested portion of the two Class D Preferred Units warrants at September 30, 2021. The information is provided for illustrative purposes only, and the fair value of the unvested portion of the AT&T Holdings Warrants may significantly differ as a result of the consummation of the Business Combination. |
9
| c) | Reflects the incremental expense for the unvested portion of the Class A Common Units warrant issued by Holdings to AT&T which vests upon consummation of the Business Combination, and for the purposes of the pro forma condensed combined statement of operations for the year ended December 31, 2020 is assumed to have vested on January 1, 2020. The unvested portion is deemed to be equivalent to the fair value of the vested portion of the Class A Common Units warrant as of the historical modification date of the AT&T Holdings Warrants. The information is provided for illustrative purposes only, and the fair value of the unvested portion of the AT&T Holdings Warrants may significantly differ as a result of the consummation of the Business Combination. |
| d) | Reflects the elimination of the AT&T Holdings Warrants based on the election made by AT&T to exchange its AT&T Holdings Warrants for the equity-classified AT&T Shelf Warrant. The value of the AT&T Shelf Warrant upon exchange date is assessed by Holdings to closely approximate the combined value of the AT&T Holdings Warrants, which for the purposes of the pro forma condensed combined statement of operations for the year ended December 31, 2020, is assumed to have occurred on January 1, 2020. The information is provided for illustrative purposes only, and the fair value of the existing warrant may significantly differ as a result of the consummation of the Business Combination. |
| e) | Reflects the elimination of Holdings’ fair value adjustments related to warrants, other than the AT&T Holdings Warrants, accounted for as liabilities due to the i) exercise of the warrants upon the close of the Business Combination and ii) the reclassification of the remaining unexercised warrants to permanent equity and discontinuing to account for these at fair value on a recurring basis. |
| f) | Reflects the elimination of Spartacus’ fair value adjustments related to the 10 million outstanding public warrants issued during its initial public offering, which were historically accounted for as a liability. Upon consummation of the Business Combination, the terms included in the public warrants that precluded equity classification are no longer applicable, and accordingly the public warrants are reclassified to permanent equity and are no longer remeasured to fair value on a recurring basis. For purposes of the pro forma condensed combined statements of operations, the reclassification is assumed to have occurred on January 1, 2020. |
Note 4. Loss Per Share
Pro Forma Weighted Average Shares (Basic and Diluted)
The following pro forma weighted average shares calculations have been performed for the nine months ended September 30, 2021 and for the period from August 10, 2020 (inception) through December 31, 2020 (as restated). The unaudited condensed combined pro forma loss per share (“LPS”), basic and diluted, are computed by dividing loss by the weighted-average number of shares of common stock outstanding during the period.
Prior to the Business Combination, Spartacus had two classes of common stock shares: Class A shares and Class B shares. The Class B shares were held by the Sponsor. In connection with the closing of the Business Combination, each currently issued and outstanding share of Class B common stock not forfeited automatically converted on a one-for-one basis, into shares of Class A common stock. Immediately thereafter, each currently issued and outstanding share of Class A common stock automatically converted, on a one-for-one basis, into shares of NextNav Inc.
Spartacus had 10 million outstanding public warrants sold during the initial public offering and 8.75 million warrants sold in a private placement to purchase an aggregate of 18.75 million Class A shares simultaneous to the initial public offering. The warrants were exercisable at $11.50 per share which exceeded the current market price of Spartacus’s Class A common stock. These warrants were considered anti-dilutive and excluded from the LPS calculation as the exercise price exceeds the average market value of the common stock price during the applicable period.
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The AT&T Shelf Warrant issued by Holdings entitles AT&T to purchase an aggregate of 4,320,133 shares of NextNav Inc.’s common stock at an exercise price of $0.01. The AT&T Shelf Warrant is expected to be net settled upon redemption, resulting in an issuance of 4,315,813 of NextNav Inc.’s common stock. The exercise price represents little consideration compared to the estimated price of Spartacus’ Class A common stock of $10.00 per share and there are no other vesting conditions or contingencies associated with them. Accordingly, they will be included in the pro forma LPS calculation during the applicable period.
Upon the closing of the Business Combination, the board of directors authorized and approved the grant of restricted stock units under the Omnibus Incentive Plan. Awards granted under the Omnibus Plan above are antidilutive and excluded from pro forma diluted LPS. As a result, pro forma diluted LPS is the same as pro forma basic LPS for the periods presented.
| For the nine months ended September 30, 2021 | For the year ended December 31, 2020 | |||||||
| Pro-Forma Combined | Pro-Forma Combined | |||||||
| Pro forma net loss (in thousands) | $ | (36,070 | ) | $ | (34,734 | ) | ||
| Basic and Diluted weighted average shares outstanding | 99,791,147 | 99,791,147 | ||||||
| Pro Forma Basic and Diluted loss per share | $ | (0.36 | ) | $ | (0.35 | ) | ||
| Pro Forma Basic and Diluted weighted average shares | ||||||||
| Holdings Stockholders | 67,419,627 | 67,419,627 | ||||||
| AT&T Shelf Warrant (1) | 4,315,813 | 4,315,813 | ||||||
| Spartacus Founder Shares | 5,000,000 | 5,000,000 | ||||||
| Spartacus Public Stockholders | 2,555,707 | 2,555,707 | ||||||
| Spartacus PIPE Investors | 20,500,000 | 20,500,000 | ||||||
| Total Pro Forma Basic and Diluted weighted average shares | 99,791,147 | 99,791,147 | ||||||
| (1) | Assumes net settlement of AT&T Shelf Warrant. |
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