CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
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Statement of Financial Position [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 13,716 | $ 9,724 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 131,268,940 | 111,261,434 |
Common stock, shares outstanding | 131,136,712 | 111,132,222 |
Common stock, in treasury | 132,228 | 129,212 |
Organization and Business |
12 Months Ended |
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Dec. 31, 2024 | |
Organization and Business | |
Organization and Business |
1. Organization and Business
Principal Business NextNav Inc. and its consolidated subsidiaries (“NextNav” or the “Company”) is the market leader in delivering resilient, next generation, complementary positioning, navigation and timing (“PNT”) solutions designed to overcome the limitations and vulnerabilities of the existing space-based Global Positioning System (“GPS”) and Global Navigation Satellite Systems (“GNSS”). The Company is evolving its complementary PNT solutions to use 5G New Radio (“5G NR”) technologies (“NextGen”), in conjunction with its Petition for Rulemaking filed with the FCC, to update and reconfigure the Lower 900 MHz band and its spectrum licenses. The Company expects the evolution of its platform to NextGen will significantly improve the efficiency, flexibility, and scale of its operations, technically enabling the delivery of high-quality PNT based on a 5G broadband network. The NextGen solution is being designed to allow one or more partners to integrate the Company’s Lower 900 MHz spectrum into their 5G networks. The Company expects that this will result in wide-scale availability of both complementary PNT services and additional broadband capacity. As the Company evolves its technology platform to NextGen and pursues regulatory changes to the Lower 900 MHz band and its spectrum licenses, it continues to deliver high-quality PNT services through its Pinnacle and TerraPoiNT solutions. The Pinnacle system provides an accurate altitude service and is primarily used for public safety applications, including enhanced 911 (“E911”) for Verizon and a growing number of devices operating on the remaining national cellular network providers. The TerraPoiNT system is a terrestrially based dedicated, complementary 3D PNT network designed to overcome the limitations inherent in the space-based nature of GPS. TerraPoiNT received the highest scores in testing by the DoT reported in 2021 regarding potential PNT backup solutions in each category tested and was the only solution evaluated capable of providing the full set of services provided by GPS. Continuing its engagement with the DoT, in 2024 the Company was awarded a contract to establish performance characteristics for TerraPoiNT to allow the DoT to incorporate its solutions into a clearinghouse of solutions defined in the DoT Complementary PNT Action Plan, for potential use by Federal government customers. 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. During the years ended December 31, 2024 and 2023, the Company incurred net losses of $101.9 million and $71.7 million, respectively. During the years ended December 31, 2024 and 2023, net cash used in operating activities was $38.0 million and $35.4 million, respectively. As of December 31, 2024, cash and cash equivalents and marketable securities was $80.1 million. The Company’s primary use of cash is to fund operations as NextNav continues to perform research and development and grow. The Company expects to incur additional losses and higher operating expenses for the foreseeable future, specifically as NextNav invests in ongoing research and development and the expansion of the TerraPoiNT network. Managing liquidity and the Company’s cash position is a priority of the Company. The Company continually works to optimize its expenses in light of the growth of its business and adapt to changes in the economic environment. The Company believes that the cash and cash equivalents and marketable securities as of December 31, 2024 will be sufficient to meet its working capital and capital expenditure needs, including all contractual commitments, beyond the next 12 months from the date of filing this Annual Report on Form 10-K. The Company believes it will meet longer term expected future cash requirements and obligations through a combination of its existing cash and cash equivalents balances and marketable securities, cash flows from operations, and issuance of equity securities or debt offerings. However, this determination is based upon internal financial projections and is subject to changes in market and business conditions. |
Summary of Significant Accounting Policies |
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Summary of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). All intercompany transactions and balances have been eliminated in these consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation common stock warrants, income taxes and equity-based compensation. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions.
Cash and Cash Equivalents and Marketable Securities Cash and cash equivalents include all cash in banks and highly liquid investments with an original maturity of three months or less when purchased. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company seeks to reduce this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. Further, the Company seeks to minimize its exposure to banking risk by limiting the amount of uninsured deposits and investing its excess cash in U.S. government and government agency bonds, and money market funds. The Company invests excess cash primarily in U.S. treasury bills, U.S. government and government agency bonds, and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents, and those that have stated maturities of over three months as short-term investments on the Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. Marketable securities that are held for resale are classified as "trading securities" and are measured at fair value with the related gains and losses, including unrealized, recognized in interest expense, net. Marketable securities not classified as held to maturity or as trading securities are classified as "available-for-sale securities" and the fair value option (“FVO”) was elected, for which related gains and losses, including unrealized gains and losses and interest, are recognized in interest expense, net. The FVO election allows the Company to account for the marketable securities at fair value, which is consistent with the manner in which the instruments are managed. For the twelve months ended December 31, 2024, the Company recorded $888 thousand of gains from fair value changes from FVO available-for-sale debt securities in interest expense, net in the Consolidated Statements of Comprehensive Loss. There were no debt securities classified as available-for-sale in 2023. Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not control, under the equity method of accounting. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions.
The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one quarter lag.
The Company evaluates equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded. Determining fair value involves significant judgment. The Company’s estimates consider alternative evidence including, but not limited to, general economic conditions and other relevant factors. The Company did not recognize any impairment losses for its equity method investment for the year ended December 31, 2024. Leases
NextNav leases office spaces under non-cancellable leases as well as site leases for towers and shelters under operating leases related to its network. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less. The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and accounts for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance.
Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement.
Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement. Property and Equipment, Network under Construction and Intangible Assets
Property and equipment, net of accumulated depreciation and network under construction are recorded at cost. Employee-related costs for construction of network assets are also capitalized during the construction phase. Expenditures for maintenance and repairs that do not materially extend the useful lives of property and equipment are charged to cost of goods sold (“COGS”) and selling, general and administrative (“SG&A”) as incurred. When property or equipment is retired or otherwise disposed of, the related property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is included in the Consolidated Statements of Comprehensive Loss. NextNav records asset retirement obligations associated with the contractually required removal of property and equipment assets from leased properties. When an asset retirement obligation is identified, NextNav records the fair value of the obligation discounted at present value as a liability. The fair value of the obligation is also capitalized as property and equipment, which is amortized over the estimated remaining useful life of the associated asset. Accretion expense on the liability is recognized over the estimated life of the related assets. The carrying value of asset retirement obligations as of December 31, 2024 is classified in other long-term liabilities. Asset retirement obligations for the years ended December 31, 2024 and 2023 were:
Depreciation and Amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:
Software Development Costs Research and development costs to develop software to be sold, leased or marketed are expensed as incurred up to the point of technological feasibility for the related software product. NextNav has not capitalized development costs for software to be sold, leased or marketed to date, as the software development process is essentially completed concurrent with the establishment of technological feasibility. As such, these costs are expensed as incurred and recognized in research and development costs in the Consolidated Statements of Comprehensive Loss.
Software developed for internal use, with no substantive plans to market such software at the time of development, are capitalized and included in intangible assets in the Consolidated Balance Sheets. Costs incurred during the preliminary planning and evaluation and post implementation stages of the project are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. During the year ended December 31, 2024 and 2023, the Company capitalized $0.5 million and $1.0 million, respectively, of development costs related to internal use software. Internal use software is amortized over a three year useful life. Amortization of internal use software was $0.7 million and $0.4 million for the years ended December 31, 2024 and December 31, 2023, respectively. Acquired finite-lived intangible assets Acquired finite-lived intangible assets primarily includes proprietary technology and software. See Note 4 — Property, Equipment, Network Under Construction, and Intangible Assets. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No goodwill impairment was recorded for the years ended December 31, 2024 and December 31, 2023. The following summarizes the Company’s goodwill activities (in thousands):
Impairment NextNav’s long-lived assets, including property and equipment, network under construction, intangible assets and right-of-use lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, impairment is determined by comparing the carrying value of these long-lived assets to management’s probability weighted estimate of the future undiscounted cash flows expected to result from the use of the asset or asset group. In the event an impairment exists, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset group. For the years ended December 31, 2024, and 2023, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets.
Indefinite-Lived Intangible assets NextNav holds wireless Multilateration Location and Monitoring Service (“LMS”) licenses. Certain general regulatory requirements apply to all licensed wireless spectrum, including, for example, certain build-out or “substantial service” requirements, which generally must be satisfied as a condition to the license. NextNav is actively engaged in either meeting such requirements currently or seeking an extension of such requirements from the Federal Communications Commission (“FCC”) for each of its LMS licenses. Although licenses are issued by the FCC for only a fixed time, ten years, such licenses are subject to renewal by the FCC, based on the achievement of certain milestones and a finding that such renewal would serve the public interest. Upon renewal, the licenses are granted for additional periods. Renewal of NextNav’s licenses has occurred previously and at nominal cost. As a result, NextNav treats its wireless LMS spectrum licenses as an indefinite-lived intangible asset. NextNav reevaluates the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Costs incurred to maintain the FCC licenses are recorded in operating expenses. NextNav assesses indefinite-lived intangible assets for potential impairment annually as of October 1 or during the year if an event or other circumstance indicates that NextNav may not be able to recover the carrying amount of the asset. In evaluating indefinite-lived intangible assets for impairment, NextNav first assesses qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If NextNav concludes that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. However, if NextNav concludes that it is more likely than not that the fair value of the asset is less than its carrying value, then NextNav performs a two-step impairment test to identify potential impairment and measures the amount of impairment it will recognize, if any. Based on its qualitative assessment performed for the years ended December 31, 2024 and 2023, NextNav concluded that it was not more likely than not that the fair value of its indefinite-lived asset is less than its carrying amount, and as such, no impairment exists. Acquisitions The Company accounts for its acquisitions using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s Consolidated Statements of Comprehensive Loss. In connection with the determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Long-term debt In conjunction with the issuance of senior secured notes in May and July of 2023, the Company issued warrants to the lenders. The Company allocated the proceeds from its debt issuance to long-term debt and equity classified warrants based on relative fair value as determined by the Discounted Cash Flow approach and Monte Carlo simulation model, respectively. The portion of proceeds allocated to equity-classified warrants and direct debt issuance costs are classified as debt discounts. The carrying value of long-term debt in the Company’s Consolidated Balance Sheets consists of principal amount of debt, net of debt discounts. Debt discounts are amortized to interest expense based on the related debt agreements primarily using the effective interest method. Non-controlling Interests
The non-controlling interest in the Company’s consolidated financial statements represented the warrants for Nestwave, SAS (as subsequently renamed, “NextNav France”) shares that were owned by the selling shareholders of NextNav France, which was acquired by the Company in 2022. Holders of the warrants did not have the right to income or obligation to losses of NextNav France, and the Company did not attribute any net loss to the non-controlling interests. In October 2023, the Company issued 591,658 unregistered shares of its common stock in connection with the Company’s acquisition of the issued and outstanding shares of NextNav France, pursuant to certain agreements by and among the Company and certain shareholders of NextNav France, dated October 28, 2022. This resulted in a $2.5 million redemption of the non-controlling interests in 2023. In May 2024, the Company issued 397,037 unregistered shares of its common stock in connection with the Company’s acquisition of all of the issued and outstanding shares of NextNav France. This resulted in a $1.4 million redemption in full of the non-controlling interests in 2024. As of December 31, 2024, the Company does not have any non-controlling interests. Revenue NextNav derives its revenue from PNT technology, products and services including revenue generated through technology demonstration and assessment contracts with customers, support services provided to customers, sales of equipment, and licensing of proprietary technology. The Company recognizes revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, payment terms are determined and collection of consideration is probable.
The Company sells software licenses and services through arrangements that may bundle software, equipment, and other services. When the Company determines that it has separate distinct performance obligations, the Company allocates the bundled contract price among the various performance obligations based on each deliverable’s stand-alone selling price. If the stand-alone selling price is not directly observable, the Company estimates the amount to be allocated for each performance obligation based on observable market transactions. When the Company determines the performance obligations are not distinct, the Company recognizes revenue on a combined basis as the obligation is satisfied. To the extent the Company’s contracts include variable consideration, the transaction price includes both fixed and variable consideration. The variable consideration contained within the Company’s contracts with customers may include discounts, credits and other similar items. When a contract includes variable consideration, the Company evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. NextNav recognizes equipment sales and the related costs when control of the equipment passes to the customer, typically upon shipment. The Company has made an accounting policy election to account for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of goods sold. Customers do not have rights of return without NextNav’s prior consent. Revenue pursuant to licensing agreements for NextNav’s technology represents performance obligations that are satisfied over time. NextNav recognizes revenue from initial integration services and ongoing 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. Additionally, the Company had performance obligations associated with commitments in customer contracts for future services that have not yet been recognized in the Company’s financial statements. The Company applies the practical expedient available that provides the option to exclude the expected revenues arising from unsatisfied performance obligations related to contracts that have an original expected duration of one year or less. The following table presents the Company’s revenue disaggregated by category and source:
Contract Balances Accounts receivable are billed and unbilled amounts related to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. As of December 31, 2024 and 2023 the Company’s accounts receivable balances were $3.3 million and $2.3 million, respectively. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic condition. An allowance for credit losses for accounts receivable is recorded as an offset to accounts receivable, and changes in such are classified as selling, general and administrative expense in the Consolidated Statements of Comprehensive Loss. As of December 31, 2024 and 2023, all accounts receivable balances were current and no allowance for credit losses were recorded. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of December 31, 2024 and 2023, the Company’s contract liabilities balances were $0.3 million. Cost of Goods Sold Cost of goods sold consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s operations and manufacturing teams. Cost of goods sold also includes expenses for site leases, cost of equipment, software license costs, including cloud hosting costs, and professional services related to the maintenance of the equipment at each leased site. Research and Development Costs Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s research and development functions. Research and development costs also include outside professional services for software and hardware development, and software license costs, including cloud hosting costs. 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 the Company’s 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. Equity-Based Compensation Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the closing price of NextNav’s common stock on the date of grant. NextNav recognizes equity-based compensation on a straight-line basis over the requisite service period of the grant, which is generally equal to the vesting period. NextNav accounts for forfeitures as they occur. The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses:
Basic and Diluted Net Loss per Share Basic loss per share (“EPS”) excludes dilution for common share equivalents and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common share equivalents. Restricted shares are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method. Outstanding options and warrants are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The determination of the diluted weighted average shares is included in the following calculation of EPS:
The following details anti-dilutive unvested restricted stock units and unvested restricted stock awards, as well as the anti-dilutive effects of the outstanding warrants and stock options:
Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. Foreign Currency Translation The functional currency of NextNav’s foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the Consolidated Balance Sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive loss. Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. Net transaction gains (losses) from foreign currency contracts recorded in the Consolidated Statements of Comprehensive Loss were immaterial for the fiscal years ended December 31, 2024 and 2023. The only component of other comprehensive loss is currency translation adjustments for all periods presented. No income tax expense was allocated to the currency translation adjustments. Segments NextNav operates as one operating segment. NextNav’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources.
Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. The Company adopted ASU 2023-07 in this Annual Report on Form 10-K for the year ended December 31, 2024. The adoption did not have a material impact on the consolidated financial statements. See Note 16 — Segments for additional information.
Recent Accounting Developments Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is effective for the Company's annual periods beginning January 1, 2026 with early adoption permitted, and requires the Company to disclose additional information on the rate reconciliation and income taxes paid. The Company has not yet adopted ASU 2023-09 and is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40)— Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for the Company's annual periods beginning January 1, 2027, on a prospective basis, with early adoption and retrospective application permitted. The Company has not yet adopted ASU 2024-03 and is currently evaluating the potential effect of the adoption on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Asset Purchase Agreement |
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Dec. 31, 2024 | ||||||||||
Asset Purchase Agreement | ||||||||||
Asset Purchase Agreement |
3. Asset Purchase Agreement On March 7, 2024, the Company and its wholly-owned subsidiary Progeny LMS, LLC entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Telesaurus Holdings GB and Skybridge Spectrum Foundation to acquire (1) certain Multilateration Location and Monitoring Service licenses (the “M-LMS Licenses”) issued by the FCC and (2) rights to a petition for reconsideration, dated December 20, 2017, which, if granted, may reinstate additional M-LMS Licenses owned by the sellers and terminated by the FCC in 2017 (the "Transaction"). The closing (“Closing”) of the Transaction is subject to customary conditions as well as the approval of the Superior Court of the State of California, County of Alameda (“Alameda Court Approval”) and approval of the FCC of the application seeking the transfer and assignment of the M-LMS Licenses to the Company by final order (“FCC Approval”) and will occur upon the assignment of the M-LMS Licenses following the FCC Approval. The consideration for the Transaction is payable as follows:
The Company subsequently received the Alameda Court Approval on March 28, 2024 and made the cash payment of $2.5 million in April 2024. Further, the Company recorded a liability and asset of $9.8 million as of March 31, 2024 with respect to the fair value of shares expected to be issued (based on a 20-day volume weighted average price of $5.04 and share price of $6.58) equivalent to the $7.5 million First Noncash Consideration, as the payment obligation was upon passage of time and was not contingent. On November 15, 2024, the Company settled the First Noncash Consideration liability by issuing 620,106 shares of NextNav common stock (based on a 20-day volume weighted average price of $12.09), which had a fair value of $8.8 million (based on a share price of $14.22 upon issuance) that resulted in a gain of $1.0 million, which is recorded in Other income (loss), net in the Consolidated Statement of Comprehensive Loss for the year ended December 31, 2024, as a result of difference between fair value of the shares issued on November 15, 2024 and the fair value of shares that were expected to be issued for the First Noncash Consideration liability based on the 20-day volume-weighted average price on March 31, 2024. The Company recognized a total of $12.6 million related to the Asset Purchase Agreement within other assets in the Consolidated Balance Sheet as of December 31, 2024, which is comprised of the $2.5 million cash consideration, $0.3 million in qualifying direct transaction costs, and $9.8 million related to the First Noncash Consideration.
The Asset Purchase Agreement provides for additional contingent consideration in the amount of $20 million, payable in shares of NextNav common stock. Payment of this additional consideration is contingent upon the FCC granting additional flexibility in the use of M-LMS spectrum.
The Asset Purchase Agreement remains subject to FCC review. On April 16, 2024, the Company petitioned the FCC to commence a rule making to reconfigure and update the rules governing the Lower 900 MHz band plan to allow additional flexibility in the use of M-LMS spectrum (the “Petition”). The FCC’s review of the Petition is pending. Based on available information, the Company has concluded that it is not probable that the Transaction will not close and therefore, no contingency loss is recognized as of December 31, 2024. |
Property and Equipment, and Intangible Assets |
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Property and Equipment, and Intangible Assets |
4. Property and Equipment, and Intangible Assets Property and equipment, net consisted of the following:
Depreciation expense on property and equipment was $4.0 million and $3.8 million for the years ended December 31, 2024 and 2023, respectively. Network under construction consisted of a tower and rooftop network of beacons with total balances of $1.7 million as of each of December 31, 2024 and 2023. There was no depreciation expense on network under construction in 2024 or 2023. No impairment was recorded for the years ended December 31, 2024 or 2023. Intangible assets as of December 31, 2024 consisted of the following (in thousands):
The weighted average remaining useful lives of acquired software and acquired technology were 9.83 years as of December 31, 2024. Intangible assets as of December 31, 2023 consisted of the following (in thousands):
The weighted average remaining useful lives of acquired software and acquired technology were 10.8 years as of December 31, 2023. Amortization expense on intangible assets was $1.2 million and $1.1 million for the years ended December 31, 2024 and 2023, respectively. Future amortization is expected as follows:
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Leases |
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Leases |
5. Leases
All leases were classified as operating leases as of December 31, 2024 and 2023.
Components of operating lease expense were as follows (in thousands):
Supplemental information related to operating leases was as follows (in thousands):
As of December 31, 2024, the Company's operating leases had a weighted average remaining lease term of 6.6 years and a weighted average discount rate of 8.1%. Future lease payments under as of December 31, 2024 were as follows (in thousands):
As of December 31, 2024, and 2023, the Company did not enter into leases that have not yet commenced. |
Equity Method Investment |
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Dec. 31, 2024 | |
Equity Method Investment | |
Equity Method Investment |
6. Equity Method Investment As of December 31, 2024, the Company’s total ownership of MetCom Inc., a privately-owned Japanese joint stock company (kabushiki kaisha) (“MetCom”), consisted of 702,334 shares representing ownership of 14.8%. The Company provides licenses to its technology, infrastructure and subscriber equipment to MetCom to support MetCom’s efforts in commercializing terrestrial positioning technology (both TerraPoiNT and Pinnacle) in Japan. Due to the technological dependencies, the Company's equity ownership and representation on MetCom's board of directors, the Company has significant influence, but not controlling interest, over MetCom. The Company’s investment in MetCom is accounted for under the equity method. The basis difference in the Company’s cost basis and the basis reflected at the investee entity level is allocated to equity method goodwill and is not amortized. The Company recognized a loss of $174 thousand for the year ended December 31, 2024 in other income (loss), net. The carrying value of the Company's investment in MetCom was $530 thousand as of December 31, 2024 and is classified in other assets. As of December 31, 2024 and December 31, 2023, the Company had $13 thousand and $107 thousand in accounts receivable from MetCom, respectively. The Company holds a warrant (the “Warrant”) issued by MetCom that entitles the Company to purchase additional shares at an exercise price of JPY 10 per share, such that the Company may obtain an aggregate total of 33% of MetCom common stock on an “as-converted” basis. The Warrant is subject to certain vesting conditions which were not met as of December 31, 2024; therefore, the Warrant was not exercisable. |
Accrued Expenses and Other Current Liabilities |
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Accrued Expenses and Other Current Liabilities |
7. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
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Long term debt, net |
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Dec. 31, 2024 | |
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Long term debt, net |
8. Long-term debt, net
On May 9, 2023 (the “Initial Closing”), pursuant to the terms of the Note Purchase Agreement (the “NPA”) and Indenture Agreement (the “Indenture”), the Company issued $50.0 million in aggregate principal amount of senior secured notes (the “Original Notes”) with a fixed interest rate of 10% to a group of lenders (the “Lenders”) including Whitebox Advisors LLC, Susquehanna International Group, and Clutterbuck Capital Management. The Original Notes will mature on December 1, 2026 with interest payable semi-annually in arrears on June 1 and December 1 of each year. The Company may elect, in its sole discretion, to pay up to 50% of the accrued and unpaid interest on the Notes due with its common stock.
Under the NPA, the Lenders had the right, but not the obligation, to purchase additional Notes (the “Additional Notes” and, together with the Original Notes, the “Notes”), on a pro rata basis, in an aggregate principal amount of $20.0 million, to be exercisable within 30 days of the Initial Closing. Subsequent to the Initial Closing, on June 8, 2023, the note purchasers elected to purchase such Additional Notes in aggregate principal amount of $20.0 million. The Additional Notes were issued on July 6, 2023. The terms and conditions of the Additional Notes are the same as the Original Notes. In conjunction with the issuance of the Original Notes, the Company issued 18,518,520 warrants (the “Initial Warrants”) at an exercise price of $2.16 per share and with the issuance of the Additional Notes, the Company issued an additional 7,407,407 warrants (the “Additional Warrants” and, together with the Initial Warrants, the “Debt Warrants”) at an exercise price of $2.16 per share to purchase shares of the Company’s common stock to the Lenders. The fair value of the Initial Warrants and the Additional Warrants was $14.6 million and $8.2 million, respectively, on the respective issuance date and was classified as debt discount. The fair value was determined based on no observable pricing inputs in the market and is categorized accordingly as Level 3 in the fair value hierarchy. The Company agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), registering the resale of the Debt Warrants and the shares of common stock underlying the Debt Warrants within 35 business days of the Initial Closing. The Company filed such registration statement with the United States Securities and Exchange Commission (“SEC”) on June 23, 2023, which the SEC declared effective on June 29, 2023.
The carrying value of the Notes was $54.6 million as of December 31, 2024 net of debt discount of $15.4 million. Net amortization of the debt discount totaled $6.2 million for the year ended December 31, 2024. The total estimated fair value of the Notes approximates the carrying value of the Notes as of December 31, 2024. The fair value was determined based on non-observable pricing inputs in the market and is categorized accordingly as Level 3 in the fair value hierarchy. Additional Interest
The Notes are subject to additional interest of up to 0.50% per annum if (i) the Company fails to timely make certain required filings with the SEC, until such filings are made, or (ii) the Notes are not otherwise freely tradeable under Rule 144 under the Securities Act.
Redemption and Early Repayment
The Company may redeem the Notes, in whole or in part, at any time on or after May 9, 2024 (the one year anniversary of the Initial Closing) at a redemption price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest.
In the event of certain non-ordinary course asset sales, including sales of certain intellectual property or spectrum licensed by the FCC to the Company or its subsidiaries, the Company must make a mandatory repurchase offer for a portion of the Notes outstanding with the proceeds of such sale, at a price equal to 100% of the aggregate principal amount of the Notes with accrued and unpaid interest, subject to certain thresholds and limitations set forth in the Indenture.
In the event of a change of control, each holder has the right, at such holder’s option and subject to the limitations set forth in the Indenture, to require the Company to repurchase for cash all or any portion of such holder’s Notes at a price equal to 101% of the aggregate principal amount with accrued and unpaid interest.
Debt Covenant Compliance
The Notes are guaranteed on a first lien senior secured basis by NextNav’s domestic subsidiaries and secured by substantially all of the assets of the Company and its domestic subsidiaries.
The Indenture contains customary covenants limiting the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; and merge or consolidate or sell all or substantially all of its assets. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding and additional interest of up to 2.00% per annum under the Indenture.
As of December 31, 2024, the Company was in compliance with all of the applicable debt covenants described above. |
Warrants and Warrant Liability |
12 Months Ended |
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Dec. 31, 2024 | |
Warrants and Warrant Liability | |
Warrants and Warrant Liability |
9. Warrants and Warrant Liability As of December 31, 2024, NextNav had 29,736,493 warrants outstanding, which includes: (a) 14,509,768 public warrants associated with Spartacus Acquisition Corp.’s (“Spartacus”) initial public offering (the “Public Warrants”) and (b) 4,240,192 warrants issued to Sponsor in a private placement on the initial public offering closing date (the “Private Placement Warrants”) and (c) 10,986,533 warrants issued in connection with the Notes (the Debt Warrants, as further described in Note 8). The Private Placement Warrants are classified as a liability on the Company’s Consolidated Balance Sheet as of December 31, 2024 and 2023. During the twelve months ended December 31, 2024 and 2023, 3,510,338 and 999,470 Private Placement Warrants, respectively, were reclassified from liability to equity. The terms included in the Private Warrants that initially precluded equity classification were no longer applicable. Accordingly, NextNav reclassified $11.5 million and $1.2 million from warrant liability to additional paid-in capital in its Consolidated Balance Sheet as of December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company recorded $33.2 million to the Consolidated Statement of Comprehensive Loss as a fair value adjustment for the Private Placement Warrants.
Holders of the Public Warrants and Private Placement Warrants are entitled to acquire shares of common stock of NextNav. Each whole warrant entitles the registered holder to purchase one share at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants expire on October 28, 2026.
NextNav has the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sales price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which NextNav sends the notice of redemption to the warrant holders.
The Private Placement Warrants are identical in all respects to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by NextNav; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights. |
Fair Value |
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Fair Value |
10. Fair Value NextNav uses observable and unobservable inputs to determine the value of its assets and liabilities recorded at fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, where applicable, is as follows: - Level 1 — Quoted prices in active markets for identical assets or liabilities - Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities - Level 3 — No observable pricing inputs in the market Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. NextNav’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. NextNav effectuates transfers between levels of the fair value hierarchy, if any, as of the date of the actual circumstance that caused the transfer. The following table presents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis:
The carrying values of cash and cash equivalents, accounts payable, accrued expenses, amounts included in other current assets and current liabilities that meet the definition of a financial instrument, approximate fair value due to their short-term nature. Assets, liabilities, and equity instruments that are measured at fair value on a nonrecurring basis include fixed assets and intangible assets. The Company recognizes these items at fair value when they are considered to be impaired or upon initial recognition. The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models. Level 3 Liabilities The Company engaged a third-party valuation firm to assist with the fair value analysis of the warrants. The analysis used commonly accepted valuation methodologies and best practices to determine the fair value of the equity, in accordance with fair value standards and U.S. GAAP. For the Private Placement Warrants that were outstanding as of December 31, 2024 and 2023, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model:
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).
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Common Stock |
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Dec. 31, 2024 | |
Common Stock | |
Common Stock |
11. Common Stock
As of December 31, 2024, NextNav had authorized the issuance of 600,000,000 shares of capital stock, par value, $0.0001 per share, consisting of (a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock. As of December 31, 2024, NextNav had 131,268,940 shares of common stock issued and 131,136,712 shares of common stock outstanding. The Company did not have any undesignated preferred stock issued or outstanding as of December 31, 2024 and 2023. |
Equity-Based Compensation |
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Equity-Based Compensation |
12. Equity-Based Compensation NextNav 2021 Omnibus Incentive Plan In October 2021, the Company adopted the NextNav 2021 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan became effective upon consummation of the Business Combination and succeeds the Incentive Plan. Upon adoption of the Omnibus Plan, a total of 12,818,902 shares were approved to be issued as stock options and restricted stock awards under the Omnibus Plan. In addition, the Omnibus Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of the fiscal year, equal to the lesser of: (i) 5,636,259 shares; or (ii) a lesser number of shares as determined by the Company’s Board of Directors. (the “Board”). The vesting period of awards granted under the Omnibus Plan is determined by the Board, although, for service-based awards vesting has historically been generally ratably over a period. As of December 31, 2024, a total of 10,326,312 shares were available for future issuance under the Omnibus Plan.
Stock Options Valuation The Black-Scholes option pricing model requires NextNav to make certain assumptions, including the fair value of the underlying units, the expected term, the expected volatility, the risk-free interest rate, and the dividend yield. The expected term of option awards is calculated as the midpoint between the vesting date and the end of the contractual term. Historical data is not sufficient to reasonably estimate the expected term of new grants. The expected dividend rate of zero is based on the fact that NextNav has not historically paid and does not expect to pay a dividend on its common stock. The risk-free interest rate was based on U.S. Treasury yields for securities with similar terms. Volatility was calculated based on the trading prices for a group of comparable public companies. Assumptions used in determining the fair value of Stock Options issued each year are as follows:
The following table summarizes stock option activity under the Omnibus Plan:
The weighted average grant date fair value of options granted during the years ended December 31, 2024 and 2023 was $5.08 and $2.52, respectively. The intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $12.82 million and $1.09 million, respectively. As of December 31, 2024, the total compensation cost related to nonvested awards not yet recognized was $5.32 million and the weighted-average period over which it is expected to be recognized was 2.95 years. Equity-based compensation expense of $3.2 million and $2.57 million related to stock option equity awards was recognized during the years ended December 31, 2024 and 2023, respectively.
Restricted Stock Awards and Restricted Stock Units The Company’s restricted stock awards are comprised of Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”). The following table summarizes RSA and RSU activity during the year ended December 31, 2024:
The grant date fair value of RSAs and RSUs granted during the year ended December 31, 2024 was $15.1 million. The total fair value of RSAs and RSUs vested upon grant and vested during the year ended December 31, 2024 was $11.5 million. As of December 31, 2024, the total compensation cost related to RSAs and RSUs not yet recognized was $14.0 million and the weighted-average period over which it is expected to be recognized was 2.36 years. Equity-based compensation expense of $10.7 million related to the RSAs and RSUs was recognized during the year ended December 31, 2024. |
Commitments and Contingencies |
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Dec. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies |
13. Commitments and Contingencies
Litigation and Legal Matters From time to time, the Company may be party to litigation and other legal matters incidental to the conduct of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of December 31, 2024, the Company was not involved in any such matters, individually or in the aggregate, which management believes would have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. |
Income Taxes |
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Income Taxes |
14. Income Taxes On October 28, 2021, the Company became the owner of Holdings and the various operating subsidiaries of Holdings upon consummation of the Business Combination. Holdings is taxed as a partnership, and as such is generally not subject to federal, state, or local income tax directly. Rather, its members are subject to income taxations based on the member’s portion of Holdings’ income or loss. Accordingly, in addition to the Company’s operating activities, the Company will also incur income taxes on its allocable share of any net taxable income of Holdings. Holdings’ non-operating subsidiary, CommLabs, Inc., is taxed as a U.S. corporation. Holdings, through its subsidiaries, also owns an Indian subsidiary, Commlabs Technology Centre Pvt. Ltd. (“Commlabs India”), which is taxed as a corporation in India and, as such, is subject to Indian entity-level income tax. Additionally in October of 2022, the Company acquired NextNav France, which is taxed as a corporation in France and as such is subject to French entity-level income tax. U.S. and international components of (loss) income before income taxes were comprised of the following for the periods indicated:
The benefit (provision) for income taxes consisted of the following for the periods indicated:
The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company’s loss or income before income taxes as follows for the periods indicated:
The change in the Company’s effective tax rate in 2024, as compared to the prior year, was primarily due to the change in pre-tax book income and the recording of a valuation allowance against the French deferred tax assets in 2023. Additionally, the difference in the Company’s effective tax rate to the statutory rate is driven by the need for a full valuation allowance in the U.S and France. The Tax Cuts and Jobs Act enacted in December of 2017 requires certain Global Intangible Low Income (“GILTI”) earned by a controlled foreign corporation (“CFC”) to be included in the gross income of the CFC’s U.S. shareholder. The Company has elected the “period cost method” and treats taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred. As of December 31, 2024, the Company has accumulated undistributed earnings generated by Commlabs India of approximately $1.5 million. The Company has an accumulated deficit with respect to NextNav France. Because all of these earnings generated by Commlabs have previously been subject to the one-time transition tax on foreign earnings required by the Tax Cuts and Jobs Act of 2017, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to withholding taxes and state taxes. The Company intends, however, to indefinitely reinvest these earnings and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows for the periods indicated:
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets (“DTA”). A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2024. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future growth. On the basis of this evaluation, as of December 31, 2024, a valuation allowance of $133.3 million has been recorded because management has concluded that it is more likely than not that such DTA will ultimately not be realized. The amount of the DTA considered realizable, however, could be adjusted in future years if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for growth. As of December 31, 2024 and 2023 the Company did not have any unrecognized income tax benefits. The Company has U.S. income tax net operating loss (“NOL”) carryforwards of $186.3 million and $127.2 million as of December 31, 2024, and 2023, respectively. $5.0 million of the NOLs are expected to expire beginning in 2027 while the remaining $181.3 million can be carried forward indefinitely. The Company also has various state NOL carryforwards of $267.4 million and $184.2 million as of December 31, 2024 and December 31, 2023 respectively which are expected to expire beginning in 2041. The Company’s NOLs in the U.S. may be limited under Section 382 of the Internal Revenue Code (“IRC”). NOLs are limited when there is a significant ownership change as defined by the IRC Section 382. At this time, the Company expects that none of its federal NOLs will expire unutilized as a result of a limitation under Section 382. The Company had foreign NOLs as of December 31, 2024 of 7.0 million attributable to NextNav France which can be carried forward indefinitely. The Company is subject to taxation in the United States, various states within the United States, India, and France. Each jurisdiction has its own statute of limitations for making assessment of additional tax liabilities. As of December 31, 2024 due to its net operating losses, all the Company’s tax years remained open for U.S. Federal and state income tax purposes. India has a 4-year statute of limitations, so years prior to 2017 are closed. France has a statute of limitation tax expires 3 years following the year that triggered the liability. |
Retirement Plan |
12 Months Ended |
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Dec. 31, 2024 | |
Retirement Plan | |
Retirement Plan |
15. Retirement Plan NextNav sponsors a defined contribution benefit plan to provide retirement benefits for its employees. Participants may make voluntary contributions not to exceed maximum allowable contribution amounts. NextNav made discretionary contributions and matching contributions, totaling $0.4 million for each of the years ended December 31, 2024 and 2023. |
Segments |
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Segments |
16. Segments NextNav operates as one operating segment. Information on the Company’s products and service offerings are included in Note 1 - Organization and Business. The accounting policies of the single operating segment are the same as those described in Note 2 - Summary of Significant Accounting Policies. NextNav’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The CODM assesses performance and decides how to allocate resources based on consolidated net loss that also is reported on the Consolidated Statements of Comprehensive Loss. Consolidated net loss is used to monitor budget versus actual results and in the annual budgeting and forecasting process. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets. The CODM reviews cash flow forecasts in making capital and investment decisions. The CODM considers budget-to-actual variances in consolidated net loss monthly in determining performance and the compensation of employees. NextNav does not have any intra-entity sales or transfers during the years ended December 31, 2024 or 2023. Segment financial information for the years ended December 31, 2024 and 2023, is as follows:
1 Other segment items include equity-based compensation, non-cash rent expense, capitalized labor costs, accretion expense on asset retirement obligations and other income (loss). Substantially all long-lived tangible assets are located in the United States. For the year ended December 31, 2024, three customers accounted for 57%, 18% and 11% of total revenue. For the year ended December 31, 2023, two customers accounted for 75% and 10% of total revenue. Substantially all revenue was generated from the United States. |
Subsequent Events |
12 Months Ended |
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Dec. 31, 2024 | |
Subsequent Events | |
Subsequent Events |
17. Subsequent Events The Company has completed an evaluation of all subsequent events through the date of this Annual Report on Form 10-K to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. The Company notes the following: Note Purchase Agreement On March 12, 2025, the Company entered into a Note Purchase Agreement (the “NPA”) among the Company and certain purchasers named therein, including Fortress Investment Group LLC, a 10% or greater stockholder of the Company, and an entity affiliated with Neil S. Subin, a director of the Company (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers, in a private placement (the “Private Placement”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, (a) $190 million in aggregate principal amount of its 5.00% Senior Secured Convertible Notes due 2028 (the “2028 Notes”) and (b) certain common stock purchase warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Private Placement is expected to close on or about March 31, 2025 (the “Closing Date”). The Company expects to receive gross proceeds of $190 million in the Private Placement. The Company intends to use a portion of the net proceeds from the Private Placement to redeem all of its $70 million aggregate principal amount of 10% Senior Secured Notes due 2026. Indenture and Security Agreement The 2028 Notes will be issued at an issue price of 100% of their principal amount pursuant to an indenture (the “Indenture”), among the Company, certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent (“GLAS Trust”). The Guarantors will agree, jointly and severally, to unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the 2028 Notes. The 2028 Notes will be secured under a security agreement (the “Security Agreement”), among the Company, the Guarantors and GLAS Trust. The 2028 Notes will be issued in an aggregate principal amount of $190 million. The 2028 Notes will bear interest at an annual rate of 5.00% and mature on June 30, 2028. Interest on the 2028 Notes is payable semi-annually in arrears on each of June 1 and December 1, commencing on June 1, 2025. If at any time on or after six months from the Closing Date, the Company fails to timely make certain required filings with the U.S. Securities and Exchange Commission (the “SEC”), the Company is obligated to pay additional interest amounts on the 2028 Notes of up to 0.50% per annum, until such filings are made or the 2028 Notes are otherwise freely tradeable under Rule 144 under the Securities Act. The Company may redeem the 2028 Notes, in whole or in part, at any time on or after the one year anniversary of the Closing Date at a redemption price equal to 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption if the last reported sale price of Common Stock is greater than or equal to 160% of the conversion price for the 2028 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. In the event of certain non-ordinary course asset sales, including sales of certain intellectual property or spectrum licensed by the Federal Communications Commission to the Company or its subsidiaries, the Company must make a mandatory repurchase offer for a portion of the 2028 Notes outstanding with the proceeds of such sale, at a price equal to 100% of the aggregate principal amount of the 2028 Notes subject to such repurchase, together with accrued and unpaid interest thereon to the date of the repurchase, subject to certain thresholds and limitations set forth in the Indenture. Holders may redeem some or all of the 2028 Notes at any time into a number of shares of Common Stock equal to (i) the sum of the then-outstanding principal amount of 2028 Notes to be converted plus all accrued and unpaid interest to the date of the conversion divided by (ii) $12.56 (the “Conversion Shares”). In the event of a Fundamental Change (as defined in the Indenture), each holder has the right, at such holder’s option and subject to the limitations set forth in the Indenture, to require the Company to repurchase for cash all of such holder’s 2028 Notes in an amount equal to the greater of (i) the then outstanding principal amount of 2028 Notes held plus all accrued and unpaid interest to such date and (ii) the consideration each holder of 2028 Notes would have received if such older had converted the 2028 Notes into Common Stock immediately prior to such Fundamental Change. The Indenture contains customary covenants limiting the ability of the Company and its subsidiaries to (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, capital stock; (iii) make certain investments or other restricted payments; (iv) sell assets; (v) enter into transactions with affiliates; or (vi) merge or consolidate or sell all or substantially all of their assets. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default. The obligations of the Company under the 2028 Notes will be, subject to certain customary exceptions, secured by substantially all of the assets of the Company and the Guarantors. Warrants Pursuant to the NPA, the Company is obligated to issue Warrants to purchase 7,800,000 shares of Common Stock (the “Warrant Shares”) on the Closing Date with exercise prices ranging from $12.56 to $20.00 per share. Exercise of the Warrants is subject to a beneficial ownership limitation of 4.9% of Common Stock, except with respect to holders who own more than 4.9% of Common Stock as of immediately prior to the Closing Date or holders who subsequently elect to terminate such 4.9% limitation upon not less than 61 days’ prior written notice to the Company. Exercise of the Warrants will not be permitted to the extent such exercise, taken together with the exercise of all of the Warrants, would cause the Company to have issued more than 19.9% of Common Stock outstanding on the business day immediately prior to the issuance date of the Warrants. Registration Rights Agreement The Company has agreed to file a registration statement under the Securities Act registering the Warrants, Conversion Shares and Warrant Shares within 35 calendar days of the Closing Date; and the Company has agreed to cause any such registration statement to be declared effective within five business days of notification by the SEC that it does not intend to review such registration statement, or within five business days of the resolution of all comments from the SEC with respect to such registration statement. |
Insider Trading Arrangements - shares |
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Mar. 11, 2025 |
Dec. 23, 2024 |
Nov. 21, 2024 |
Nov. 19, 2024 |
Dec. 31, 2024 |
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Trading Arrangements, by Individual [Table] | |||||
Material Terms of Trading Arrangement [Text Block] |
On November 19, 2024, Robert Lantz, former Senior Vice President, General Counsel and Secretary, a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “10b5-1 trading plan”) that was previously on August 14, 2024. On November 21, 2024, Robert Lantz, former Senior Vice President, General Counsel and Secretary, 10b5-1 trading plan provides for the potential sale of 40% of the gross shares a 10b5-1 trading plan. This of common stock to be issued to Mr. Lantz upon the vesting and settlement of his restricted stock units (“RSUs”) with vesting dates of February 1, 2025, March 15, 2025, May 1, 2025, June 15, 2025, August 1, 2025, September 15, 2025, November 1, 2025 and December 15, 2025. The aggregate number of shares of common stock that will be available for sale under this 10b5-1 plan after vesting and settlement of his RSUs is 24,346 shares. Pursuant to its terms, this 10b5-1 trading plan is expected to remain in place until the earlier of (i) December 31, 2025 and (ii) the date on which all transactions under such plan are completed. On December 23, 2024, Dr. Sanyogita Shamsunder, former Chief Operating Officer, a 10b5-1 trading plan. This 10b5-1 trading plan provides for the potential sale of 75% of the gross shares of common stock to be issued to Dr. Shamsunder upon the vesting and settlement of her RSUs with a vesting date of May 9, 2025 and 45% of the gross shares of common stock to be issued to her upon the vesting and settlement of her RSUs with vesting dates of August 9, 2025 and November 9, 2025. The aggregate number of shares of common stock that will be available for sale under this 10b5-1 plan after vesting and settlement of her RSUs is 36,226 shares. Pursuant to its terms, this 10b5-1 trading plan is expected to remain in place until the earlier of (i) December 31, 2025 and (ii) the date on which all transactions under such plan are completed. No other officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors egulation S-K) during the fiscal quarter ended December 31, 2024. or a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of R Chief Operating Officer Transition On March 11, 2025, the Board appointed Susan Insley as our Chief Operating Officer, effective immediately. Prior to such appointment, Ms. Insley served as our Executive Vice President and Chief People Officer since September 2024. Ms. Insley, age 57, is a results-driven leader with a proven track record of driving business growth by aligning people strategies with corporate objectives and implementing innovative practices to develop talent and inspire teams. With career-spanning leadership roles in Human Resources and Finance, Ms. Insley has contributed to the success of industry leaders such as Intel, Verisign, and VMware. As senior Vice President of Human Resources at VMware from February 2016 to January 2024, she spearheaded transformative talent strategies and guided executive leadership through critical organizational transitions. Beyond her professional achievements, Ms. Insley is deeply committed to making a difference. She serves on the board of Team Telomere, a non-profit organization dedicated to supporting individuals affected by Telomere Biology Disorders and advancing research toward a cure. Ms. Insley received her bachelor’s degree in finance from the University of Georgia and earned professional certifications in Internal Audit and Risk Management Assurance. Ms. Insley’s compensation arrangements have not been changed as a result of her new role as Chief Operating Officer. There are no arrangements or understandings between Ms. Insley and any other persons pursuant to which Ms. Insley was selected to be Chief Operating Officer. There are no family relationships between Ms. Insley and any of our directors or executive officers, and Ms. Insley has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Also on March 11, 2025, Sanyogita Shamsunder transitioned to the role of Chief Innovation Officer. Prior to such transition, Dr. Shamsunder served as our Chief Operating Officer. |
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Rule 10b5-1 Arrangement Adopted [Flag] | false | ||||
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | ||||
Rule 10b5-1 Arrangement Terminated [Flag] | false | ||||
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false | ||||
Robert Lantz [Member] | |||||
Trading Arrangements, by Individual [Table] | |||||
Trading Arrangement, Individual Name | Robert Lantz | Robert Lantz | |||
Trading Arrangement, Individual Title | Senior Vice President, General Counsel and Secretary | Senior Vice President, General Counsel and Secretary | |||
Rule 10b5-1 Arrangement Adopted [Flag] | true | true | |||
Trading Arrangement Adoption Date | November 21, 2024 | August 14, 2024 | |||
Rule 10b5-1 Arrangement Terminated [Flag] | true | ||||
Trading Arrangement Termination Date | November 19, 2024 | ||||
Trading Arrangement, Securities Aggregate Available Amount | 24,346 | ||||
Dr. Sanyogita Shamsunder [Member] | |||||
Trading Arrangements, by Individual [Table] | |||||
Trading Arrangement, Individual Name | Sanyogita Shamsunder | Dr. Sanyogita Shamsunder | |||
Trading Arrangement, Individual Title | Chief Innovation Officer | Chief Operating Officer | |||
Rule 10b5-1 Arrangement Adopted [Flag] | true | ||||
Trading Arrangement Adoption Date | December 23, 2024 | ||||
Trading Arrangement, Securities Aggregate Available Amount | 36,226 | ||||
Susan Insley [Member] | |||||
Trading Arrangements, by Individual [Table] | |||||
Trading Arrangement, Individual Name | Susan Insley | ||||
Trading Arrangement, Individual Title | Chief Operating Officer |
Cybersecurity Risk Management and Strategy Disclosure |
12 Months Ended |
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Dec. 31, 2024 | |
Cybersecurity Risk Management, Strategy, and Governance [Abstract] | |
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] |
Item 1C. Cybersecurity. We are increasingly dependent on sophisticated software applications and computing infrastructure to conduct key operations. We depend on both our own systems, networks, and technology as well as the systems, networks and technology of our contractors, consultants, vendors and other business partners.
Cybersecurity Program Given the importance of cybersecurity to our business, we maintain a robust cybersecurity program to support both the effectiveness of our systems and our preparedness for information security risks. This program includes several safeguards, such as: password protection; multi-factor authentication; code security standards; continuous monitoring and alerting systems for internal and external threats using industry leading platforms; regular evaluations of our cybersecurity program, including periodic internal and external audits, penetration tests, and incident response simulations; and industry benchmarking. We also require cybersecurity trainings when onboarding new employees and contractors, as well as annual cybersecurity awareness training for our employees and contractors. Our program leverages industry frameworks, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) to strengthen our program effectiveness and reduce cybersecurity risks.
Process for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats In the event of a cybersecurity incident, we maintain a regularly tested incident response program. Pursuant to the program and its escalation protocols, designated personnel are responsible for assessing the severity of an incident and associated threat, containing the threat, remediating the threat, including recovery of data and access to systems, analyzing any reporting obligations associated with the incident, and performing post-incident analysis and program enhancements. We maintain an Incident Response Plan (“IRP”) and business continuity and disaster recovery plans in the event of a significant cybersecurity incident.
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Cybersecurity Risk Management Processes Integrated [Flag] | true |
Cybersecurity Risk Management Processes Integrated [Text Block] | Our cybersecurity risk management processes | into our overall Enterprise Risk Management (“ERM”) process. As part of our ERM process, department leaders identify, assess and evaluate risks impacting our operations across the Company, including those risks related to cybersecurity.
Cybersecurity Risk Management Third Party Engaged [Flag] | true |
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] | true |
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] | false |
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] | |
Cybersecurity Risk Board of Directors Oversight [Text Block] |
Governance Management Oversight The controls and processes employed to assess, identify, and manage material risks from cybersecurity threats are implemented and overseen by our Chief Information Security Officer (“CISO”). Our CISO leverages their over 20 years of experience in cybersecurity, compliance and risk management. The CISO provides quarterly briefings for our senior management team on cybersecurity matters, including threats, events, and program enhancements.
Board Oversight While the Board has overall responsibility for risk oversight, our Audit Committee oversees cybersecurity risk matters. The Audit Committee is responsible for reviewing, discussing with management, and overseeing the Company’s data privacy, information technology and security and cybersecurity risk exposures, including: (i) the potential impact of those exposures on the Company’s business, financial results, operations and reputation; (ii) the programs and steps implemented by management to monitor and mitigate any exposures; (iii) the Company’s information governance and cybersecurity policies and programs; and (iv) major legislative and regulatory developments that could materially impact the Company’s privacy, data security and cybersecurity risk exposure. On a quarterly basis, the CISO reports to the Audit Committee on cybersecurity matters, including a detailed threat assessment relating to information technology risks, the programs and steps implemented by management to monitor and mitigate exposures, the Company’s information governance and cybersecurity policies and programs, and significant legal/regulatory developments that could materially impact the Company’s cybersecurity risk exposure. The CISO also apprises the Audit Committee of cybersecurity incidents promptly for high priority incidents and in aggregate for low priority incidents.
Cybersecurity Risks Our cybersecurity risk management processes into our overall Enterprise Risk Management (“ERM”) process. As part of our ERM process, department leaders identify, assess and evaluate risks impacting our operations across the Company, including those risks related to cybersecurity. While we maintain a robust cybersecurity program, the techniques used to infiltrate information technology systems continue to evolve. Accordingly, we may not be able to timely detect threats or anticipate and implement adequate security measures. For additional information, see “Item 1A—Risk Factors.”
We also maintain cybersecurity insurance providing coverage for certain costs related to cybersecurity-related incidents that impact our own systems, networks, and technology or the systems, networks and technology of our contractors, consultants, vendors, and other business partners. |
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] | The Audit Committee is responsible for reviewing, discussing with management, and overseeing the Company’s data privacy, information technology and security and cybersecurity risk exposures, including: (i) the potential impact of those exposures on the Company’s business, financial results, operations and reputation; (ii) the programs and steps implemented by management to monitor and mitigate any exposures; (iii) the Company’s information governance and cybersecurity policies and programs; and (iv) major legislative and regulatory developments that could materially impact the Company’s privacy, data security and cybersecurity risk exposure. |
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] | On a quarterly basis, the CISO reports to the Audit Committee on cybersecurity matters, including a detailed threat assessment relating to information technology risks, the programs and steps implemented by management to monitor and mitigate exposures, the Company’s information governance and cybersecurity policies and programs, and significant legal/regulatory developments that could materially impact the Company’s cybersecurity risk exposure. The CISO also apprises the Audit Committee of cybersecurity incidents promptly for high priority incidents and in aggregate for low priority incidents. |
Cybersecurity Risk Role of Management [Text Block] |
Management Oversight The controls and processes employed to assess, identify, and manage material risks from cybersecurity threats are implemented and overseen by our Chief Information Security Officer (“CISO”). Our CISO leverages their over 20 years of experience in cybersecurity, compliance and risk management. The CISO provides quarterly briefings for our senior management team on cybersecurity matters, including threats, events, and program enhancements. |
Cybersecurity Risk Management Positions or Committees Responsible [Flag] | true |
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] | The CISO provides quarterly briefings for our senior management team on cybersecurity matters, including threats, events, and program enhancements. |
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] | Our CISO leverages their over 20 years of experience in cybersecurity, compliance and risk management. |
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] | The CISO also apprises the Audit Committee of cybersecurity incidents promptly for high priority incidents and in aggregate for low priority incidents. |
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] | true |
Summary of Significant Accounting Policies (Policies) |
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Summary of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). All intercompany transactions and balances have been eliminated in these consolidated financial statements. |
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Use of Estimates |
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation common stock warrants, income taxes and equity-based compensation. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions. |
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Cash and Cash Equivalents and Marketable Securities |
Cash and Cash Equivalents and Marketable Securities Cash and cash equivalents include all cash in banks and highly liquid investments with an original maturity of three months or less when purchased. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company seeks to reduce this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. Further, the Company seeks to minimize its exposure to banking risk by limiting the amount of uninsured deposits and investing its excess cash in U.S. government and government agency bonds, and money market funds. The Company invests excess cash primarily in U.S. treasury bills, U.S. government and government agency bonds, and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents, and those that have stated maturities of over three months as short-term investments on the Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. Marketable securities that are held for resale are classified as "trading securities" and are measured at fair value with the related gains and losses, including unrealized, recognized in interest expense, net. Marketable securities not classified as held to maturity or as trading securities are classified as "available-for-sale securities" and the fair value option (“FVO”) was elected, for which related gains and losses, including unrealized gains and losses and interest, are recognized in interest expense, net. The FVO election allows the Company to account for the marketable securities at fair value, which is consistent with the manner in which the instruments are managed. For the twelve months ended December 31, 2024, the Company recorded $888 thousand of gains from fair value changes from FVO available-for-sale debt securities in interest expense, net in the Consolidated Statements of Comprehensive Loss. There were no debt securities classified as available-for-sale in 2023. |
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Equity Method Investment |
Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not control, under the equity method of accounting. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions.
The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one quarter lag.
The Company evaluates equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded. Determining fair value involves significant judgment. The Company’s estimates consider alternative evidence including, but not limited to, general economic conditions and other relevant factors. The Company did not recognize any impairment losses for its equity method investment for the year ended December 31, 2024. |
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Leases |
Leases
NextNav leases office spaces under non-cancellable leases as well as site leases for towers and shelters under operating leases related to its network. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less. The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and accounts for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance.
Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement.
Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement. |
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Property and Equipment, Network under Construction and Intangible Assets |
Property and Equipment, Network under Construction and Intangible Assets
Property and equipment, net of accumulated depreciation and network under construction are recorded at cost. Employee-related costs for construction of network assets are also capitalized during the construction phase. Expenditures for maintenance and repairs that do not materially extend the useful lives of property and equipment are charged to cost of goods sold (“COGS”) and selling, general and administrative (“SG&A”) as incurred. When property or equipment is retired or otherwise disposed of, the related property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is included in the Consolidated Statements of Comprehensive Loss. NextNav records asset retirement obligations associated with the contractually required removal of property and equipment assets from leased properties. When an asset retirement obligation is identified, NextNav records the fair value of the obligation discounted at present value as a liability. The fair value of the obligation is also capitalized as property and equipment, which is amortized over the estimated remaining useful life of the associated asset. Accretion expense on the liability is recognized over the estimated life of the related assets. The carrying value of asset retirement obligations as of December 31, 2024 is classified in other long-term liabilities. Asset retirement obligations for the years ended December 31, 2024 and 2023 were:
Depreciation and Amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:
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Software Development Costs |
Software Development Costs Research and development costs to develop software to be sold, leased or marketed are expensed as incurred up to the point of technological feasibility for the related software product. NextNav has not capitalized development costs for software to be sold, leased or marketed to date, as the software development process is essentially completed concurrent with the establishment of technological feasibility. As such, these costs are expensed as incurred and recognized in research and development costs in the Consolidated Statements of Comprehensive Loss.
Software developed for internal use, with no substantive plans to market such software at the time of development, are capitalized and included in intangible assets in the Consolidated Balance Sheets. Costs incurred during the preliminary planning and evaluation and post implementation stages of the project are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. During the year ended December 31, 2024 and 2023, the Company capitalized $0.5 million and $1.0 million, respectively, of development costs related to internal use software. Internal use software is amortized over a three year useful life. Amortization of internal use software was $0.7 million and $0.4 million for the years ended December 31, 2024 and December 31, 2023, respectively. |
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Acquired finite-lived intangible assets |
Acquired finite-lived intangible assets Acquired finite-lived intangible assets primarily includes proprietary technology and software. See Note 4 — Property, Equipment, Network Under Construction, and Intangible Assets. |
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Goodwill |
Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No goodwill impairment was recorded for the years ended December 31, 2024 and December 31, 2023. The following summarizes the Company’s goodwill activities (in thousands):
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Impairment |
Impairment NextNav’s long-lived assets, including property and equipment, network under construction, intangible assets and right-of-use lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, impairment is determined by comparing the carrying value of these long-lived assets to management’s probability weighted estimate of the future undiscounted cash flows expected to result from the use of the asset or asset group. In the event an impairment exists, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset group. For the years ended December 31, 2024, and 2023, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. |
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Indefinite-Lived Intangible assets |
Indefinite-Lived Intangible assets NextNav holds wireless Multilateration Location and Monitoring Service (“LMS”) licenses. Certain general regulatory requirements apply to all licensed wireless spectrum, including, for example, certain build-out or “substantial service” requirements, which generally must be satisfied as a condition to the license. NextNav is actively engaged in either meeting such requirements currently or seeking an extension of such requirements from the Federal Communications Commission (“FCC”) for each of its LMS licenses. Although licenses are issued by the FCC for only a fixed time, ten years, such licenses are subject to renewal by the FCC, based on the achievement of certain milestones and a finding that such renewal would serve the public interest. Upon renewal, the licenses are granted for additional periods. Renewal of NextNav’s licenses has occurred previously and at nominal cost. As a result, NextNav treats its wireless LMS spectrum licenses as an indefinite-lived intangible asset. NextNav reevaluates the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Costs incurred to maintain the FCC licenses are recorded in operating expenses. NextNav assesses indefinite-lived intangible assets for potential impairment annually as of October 1 or during the year if an event or other circumstance indicates that NextNav may not be able to recover the carrying amount of the asset. In evaluating indefinite-lived intangible assets for impairment, NextNav first assesses qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If NextNav concludes that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. However, if NextNav concludes that it is more likely than not that the fair value of the asset is less than its carrying value, then NextNav performs a two-step impairment test to identify potential impairment and measures the amount of impairment it will recognize, if any. Based on its qualitative assessment performed for the years ended December 31, 2024 and 2023, NextNav concluded that it was not more likely than not that the fair value of its indefinite-lived asset is less than its carrying amount, and as such, no impairment exists. |
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Acquisitions |
Acquisitions The Company accounts for its acquisitions using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s Consolidated Statements of Comprehensive Loss. In connection with the determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. |
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Long-term debt |
Long-term debt In conjunction with the issuance of senior secured notes in May and July of 2023, the Company issued warrants to the lenders. The Company allocated the proceeds from its debt issuance to long-term debt and equity classified warrants based on relative fair value as determined by the Discounted Cash Flow approach and Monte Carlo simulation model, respectively. The portion of proceeds allocated to equity-classified warrants and direct debt issuance costs are classified as debt discounts. The carrying value of long-term debt in the Company’s Consolidated Balance Sheets consists of principal amount of debt, net of debt discounts. Debt discounts are amortized to interest expense based on the related debt agreements primarily using the effective interest method. |
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Non-controlling Interests |
Non-controlling Interests
The non-controlling interest in the Company’s consolidated financial statements represented the warrants for Nestwave, SAS (as subsequently renamed, “NextNav France”) shares that were owned by the selling shareholders of NextNav France, which was acquired by the Company in 2022. Holders of the warrants did not have the right to income or obligation to losses of NextNav France, and the Company did not attribute any net loss to the non-controlling interests. In October 2023, the Company issued 591,658 unregistered shares of its common stock in connection with the Company’s acquisition of the issued and outstanding shares of NextNav France, pursuant to certain agreements by and among the Company and certain shareholders of NextNav France, dated October 28, 2022. This resulted in a $2.5 million redemption of the non-controlling interests in 2023. In May 2024, the Company issued 397,037 unregistered shares of its common stock in connection with the Company’s acquisition of all of the issued and outstanding shares of NextNav France. This resulted in a $1.4 million redemption in full of the non-controlling interests in 2024. As of December 31, 2024, the Company does not have any non-controlling interests. |
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Revenue |
Revenue NextNav derives its revenue from PNT technology, products and services including revenue generated through technology demonstration and assessment contracts with customers, support services provided to customers, sales of equipment, and licensing of proprietary technology. The Company recognizes revenue when an arrangement exists, services, equipment or access to licensed technology are delivered, the transaction price is determined, the arrangement has commercial substance, payment terms are determined and collection of consideration is probable.
The Company sells software licenses and services through arrangements that may bundle software, equipment, and other services. When the Company determines that it has separate distinct performance obligations, the Company allocates the bundled contract price among the various performance obligations based on each deliverable’s stand-alone selling price. If the stand-alone selling price is not directly observable, the Company estimates the amount to be allocated for each performance obligation based on observable market transactions. When the Company determines the performance obligations are not distinct, the Company recognizes revenue on a combined basis as the obligation is satisfied. To the extent the Company’s contracts include variable consideration, the transaction price includes both fixed and variable consideration. The variable consideration contained within the Company’s contracts with customers may include discounts, credits and other similar items. When a contract includes variable consideration, the Company evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. NextNav recognizes equipment sales and the related costs when control of the equipment passes to the customer, typically upon shipment. The Company has made an accounting policy election to account for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of goods sold. Customers do not have rights of return without NextNav’s prior consent. Revenue pursuant to licensing agreements for NextNav’s technology represents performance obligations that are satisfied over time. NextNav recognizes revenue from initial integration services and ongoing 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. Additionally, the Company had performance obligations associated with commitments in customer contracts for future services that have not yet been recognized in the Company’s financial statements. The Company applies the practical expedient available that provides the option to exclude the expected revenues arising from unsatisfied performance obligations related to contracts that have an original expected duration of one year or less. The following table presents the Company’s revenue disaggregated by category and source:
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Contract Balances |
Contract Balances Accounts receivable are billed and unbilled amounts related to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. As of December 31, 2024 and 2023 the Company’s accounts receivable balances were $3.3 million and $2.3 million, respectively. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic condition. An allowance for credit losses for accounts receivable is recorded as an offset to accounts receivable, and changes in such are classified as selling, general and administrative expense in the Consolidated Statements of Comprehensive Loss. As of December 31, 2024 and 2023, all accounts receivable balances were current and no allowance for credit losses were recorded. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of December 31, 2024 and 2023, the Company’s contract liabilities balances were $0.3 million. |
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Cost of Goods Sold |
Cost of Goods Sold Cost of goods sold consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s operations and manufacturing teams. Cost of goods sold also includes expenses for site leases, cost of equipment, software license costs, including cloud hosting costs, and professional services related to the maintenance of the equipment at each leased site. |
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Research and Development Costs |
Research and Development Costs Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility costs for the Company’s research and development functions. Research and development costs also include outside professional services for software and hardware development, and software license costs, including cloud hosting costs. |
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Selling, General and Administrative |
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 the Company’s 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. |
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Equity-Based Compensation |
Equity-Based Compensation Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the closing price of NextNav’s common stock on the date of grant. NextNav recognizes equity-based compensation on a straight-line basis over the requisite service period of the grant, which is generally equal to the vesting period. NextNav accounts for forfeitures as they occur. The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses:
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Basic and Diluted Net Loss per Share |
Basic and Diluted Net Loss per Share Basic loss per share (“EPS”) excludes dilution for common share equivalents and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common share equivalents. Restricted shares are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method. Outstanding options and warrants are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The determination of the diluted weighted average shares is included in the following calculation of EPS:
The following details anti-dilutive unvested restricted stock units and unvested restricted stock awards, as well as the anti-dilutive effects of the outstanding warrants and stock options:
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Income Taxes |
Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. |
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Foreign Currency Translation |
Foreign Currency Translation The functional currency of NextNav’s foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the Consolidated Balance Sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive loss. Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. Net transaction gains (losses) from foreign currency contracts recorded in the Consolidated Statements of Comprehensive Loss were immaterial for the fiscal years ended December 31, 2024 and 2023. The only component of other comprehensive loss is currency translation adjustments for all periods presented. No income tax expense was allocated to the currency translation adjustments. |
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Segments |
Segments NextNav operates as one operating segment. NextNav’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
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Adopted Accounting Pronouncements |
Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. The Company adopted ASU 2023-07 in this Annual Report on Form 10-K for the year ended December 31, 2024. The adoption did not have a material impact on the consolidated financial statements. See Note 16 — Segments for additional information. |
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Recent Accounting Developments Not Yet Adopted |
Recent Accounting Developments Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is effective for the Company's annual periods beginning January 1, 2026 with early adoption permitted, and requires the Company to disclose additional information on the rate reconciliation and income taxes paid. The Company has not yet adopted ASU 2023-09 and is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40)— Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for the Company's annual periods beginning January 1, 2027, on a prospective basis, with early adoption and retrospective application permitted. The Company has not yet adopted ASU 2024-03 and is currently evaluating the potential effect of the adoption on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accounting Policies (Tables) |
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Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of asset retirement obligations |
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Schedule of depreciation using the straight-line method over the estimated useful lives of the assets |
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Schedule of goodwill activities |
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Schedule of company’s revenue disaggregated by category and source |
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Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses |
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Schedule of diluted weighted average shares |
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Schedule of anti-dilutive unvested restricted stock units |
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Property and Equipment, and Intangible Assets (Tables) |
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Schedule of property and equipment |
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Schedule of Intangible assets |
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Schedule of future amortization |
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Lease (Tables) |
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Leases | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of operating lease expense |
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Schedule of future minimum lease payments under operating leases |
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Accrued Liabilities (Tables) |
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Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accrued liabilities |
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Fair Value (Tables) |
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Fair Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of financial assets and liabilities measured at fair value |
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Schedule of fair value warrants estimated using the Black-Scholes option-pricing model |
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Schedule of liabilities measured at fair value |
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Equity-Based Compensation (Tables) |
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Equity-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value of stock options issued |
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Schedule of summarizes stock option activity |
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Schedule of summarizes RSA and RSU activity |
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Income Taxes (Tables) |
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Income Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of (loss) income before income taxes |
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Schedule of benefit (provision) for income taxes |
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Schedule of federal statutory income tax rate |
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Schedule of deferred tax assets and liabilities |
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Segments (Tables) |
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Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] |
1 Other segment items include equity-based compensation, non-cash rent expense, capitalized labor costs, accretion expense on asset retirement obligations and other income (loss). |
Organization and Business (Details) - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 31, 2024 |
Dec. 31, 2023 |
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Organization and Business | ||
Net loss | $ 101,879 | $ 71,735 |
Net cash used in operating activities | 38,008 | $ 35,440 |
Cash and cash equivalents and marketable securities | $ 80,100 |
Summary of Significant Accounting Policies (Details) - Schedule of asset retirement obligations - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 31, 2024 |
Dec. 31, 2023 |
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Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning Balance | $ 1,340 | $ 1,147 |
Liabilities incurred | 164 | |
Liabilities settled | (100) | (37) |
Change in estimates | 327 | |
Accretion | 76 | 66 |
Ending Balance | $ 1,643 | $ 1,340 |
Summary of Significant Accounting Policies (Details) - Schedule of goodwill activities - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 31, 2024 |
Dec. 31, 2023 |
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Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 17,977 | $ 17,493 |
Changes in foreign exchange rates | (1,011) | 580 |
Purchase price adjustment | (96) | |
Goodwill, Ending Balance | $ 16,966 | $ 17,977 |
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue disaggregated by category and source - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 31, 2024 |
Dec. 31, 2023 |
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Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 5,669 | $ 3,862 |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,599 | 3,765 |
Government contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,068 | 20 |
Equipment sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2 | $ 77 |
Summary of Significant Accounting Policies (Details) - Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 31, 2024 |
Dec. 31, 2023 |
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Summary of Significant Accounting Policies | ||
Cost of goods sold | $ 729 | $ 2,318 |
Research and development | 4,106 | 6,655 |
Selling, general and administrative | 9,021 | 12,865 |
Total stock-based compensation expense | $ 13,856 | $ 21,838 |
Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted average shares - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Numerator | ||
Net loss attributable to common stockholders | $ 101,879 | $ 71,735 |
Denominator | ||
Weighted average shares – basic (in Shares) | 121,500 | 107,972 |
Weighted average shares – diluted (in Shares) | 121,500 | 107,972 |
Basic loss per share (in Dollars per share) | $ 0.84 | $ 0.66 |
Diluted loss per share (in Dollars per share) | $ 0.84 | $ 0.66 |
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive unvested restricted stock units - shares shares in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Summary of Significant Accounting Policies | ||
Warrants | 29,736 | 44,268 |
Stock Options | 3,628 | 3,641 |
Unvested Restricted Stock Units | 4,401 | 4,987 |
Unvested Restricted Stock Awards | 231 | 334 |
Property and Equipment, and Intangible Assets (Details) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Property, Plant and Equipment [Line Items] | ||
Depreciation expense on property and equipment | $ 4.0 | $ 3.8 |
Total balances | 1.7 | 1.7 |
Amortization expense | 1.2 | 1.1 |
Impairment charges | 0.0 | 0.0 |
Network under construction | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 0.0 | $ 0.0 |
Acquired Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Weighted average remaining useful lives | 9 years 9 months 29 days | 10 years 9 months 18 days |
Acquired Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Weighted average remaining useful lives | 9 years 9 months 29 days | 10 years 9 months 18 days |
Property and Equipment, and Intangible Assets (Details) - Schedule of property and equipment - USD ($) $ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Accumulated Amortization | $ (13,716) | $ (9,724) |
Property and equipment, net | 17,974 | 21,561 |
Network under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,664 | 1,676 |
PNT network [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 27,903 | 27,628 |
Office equipment, furniture, and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,123 | $ 1,981 |
Property and Equipment, and Intangible Assets (Details) - Schedule of Intangible assets - USD ($) $ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Intangible Assets and Goodwill [Line Items] | ||
Gross Amount | $ 14,060 | $ 13,917 |
Accumulated Amortization | 4,471 | 3,292 |
Net Carrying Value | 9,589 | 10,625 |
Indefinite-Lived Intangible Assets [Member] | ||
Intangible Assets and Goodwill [Line Items] | ||
Gross Amount | 3,467 | 3,467 |
Accumulated Amortization | ||
Net Carrying Value | 3,467 | 3,467 |
Acquired Software [Member] | ||
Intangible Assets and Goodwill [Line Items] | ||
Gross Amount | 6,907 | 7,217 |
Accumulated Amortization | 2,492 | 2,050 |
Net Carrying Value | 4,415 | 5,167 |
Acquired Technology [Member] | ||
Intangible Assets and Goodwill [Line Items] | ||
Gross Amount | 566 | 599 |
Accumulated Amortization | 102 | 58 |
Net Carrying Value | 464 | 541 |
Internal Use Software [Member] | ||
Intangible Assets and Goodwill [Line Items] | ||
Gross Amount | 3,120 | 2,634 |
Accumulated Amortization | 1,877 | 1,184 |
Net Carrying Value | $ 1,243 | $ 1,450 |
Property and Equipment, and Intangible Assets (Details) - Schedule of future amortization $ in Thousands |
Dec. 31, 2024
USD ($)
|
---|---|
Property and Equipment, and Intangible Assets | |
2025 | $ 1,167 |
2026 | 984 |
2027 | 593 |
2028 | 494 |
2029 and thereafter | 2,884 |
Total | $ 6,122 |
Leases (Details) |
Dec. 31, 2024 |
---|---|
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term - operating leases (years) | 6 years 7 months 6 days |
Weighted-average discount rate - operating leases (%) | 8.10% |
Leases (Details) - Schedule of operating lease expense - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Leases | ||
Operating lease cost | $ 5,133 | $ 4,852 |
Variable lease cost | 209 | 154 |
Short-term lease cost | 311 | 363 |
Operating cash flows from operating leases | 4,574 | 4,577 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,068 | $ 4,252 |
Leases (Details) - Schedule of future minimum lease payments under operating leases $ in Thousands |
Dec. 31, 2024
USD ($)
|
---|---|
Future lease payments under operating leases | |
2025 | $ 3,848 |
2026 | 3,589 |
2027 | 2,944 |
2028 | 2,744 |
2029 | 2,525 |
Thereafter | 6,331 |
Total undiscounted future lease payments | 21,981 |
Less imputed interest | 5,167 |
Total lease liability balance | $ 16,814 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating Lease, Liability, Current, Operating Lease, Liability, Noncurrent |
Equity Method Investment (Details) - Met Com [Member] - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Schedule of Equity Method Investments [Line Items] | ||
Shares representing ownership | 702,334 | |
Other long-term assets | $ 530 | |
Other income (expenses) | 174 | |
Account receivables | $ 13 | $ 107 |
Ownership percentage | 14.80% | |
Warrant [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Warrants exercise price per share | $ 10 | |
Ownership percentage | 33.00% |
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Accrued Expenses and Other Current Liabilities | ||
Accrued salary and other employee liabilities | $ 4,837 | $ 3,913 |
Accrued legal and professional services | 1,266 | 324 |
Accrued interest | 583 | 583 |
Other accrued liabilities | 1,850 | 1,772 |
Total | $ 8,536 | $ 6,592 |
Fair Value (Details) - Schedule of fair value warrants estimated using the Black-Scholes option-pricing model - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Fair Value | ||
Stock Price (in Dollars per share) | $ 15.56 | $ 4.45 |
Strike price | $ 11.5 | $ 11.5 |
Holding Period/Term (years) | 1 year 9 months 25 days | 2 years 9 months 25 days |
Volatility | 55.90% | 66.90% |
Expected dividends | 0.00% | 0.00% |
Risk-Free Rate | 4.23% | 4.05% |
Fair value of warrants | $ 6.77 | $ 0.91 |
Fair Value (Details) - Schedule of liabilities measured at fair value - Private Placement Warrants [Member] $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2024
USD ($)
| |
Reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) | |
Balance as of January 1, 2024 | $ 7,053 |
Fair value adjustment of Private Placement Warrants | 33,177 |
Reclassification of Private Placement Warrants to Public Warrants | (11,523) |
Balance as of December 31, 2024 | $ 28,707 |
Common Stock (Details) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Common Stock [Line Items] | ||
Common stock, shares issued | 131,268,940 | 111,261,434 |
Common stock, shares outstanding | 131,136,712 | 111,132,222 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, shares authorized | 100,000,000 | |
Capital stock shares authorized | 600,000,000 | |
Capital stock par or stated value per share | $ 0.0001 |
Equity-Based Compensation (Details) - Schedule of fair value of stock options issued |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Assumptions used in determining the fair value of Stock Options issued each year | ||
Expected volatility | 55.90% | 66.90% |
Expected term (years) | 1 year 9 months 25 days | 2 years 9 months 25 days |
Expected dividends | 0.00% | 0.00% |
Risk-free rate | 4.23% | 4.05% |
Stock Options | ||
Assumptions used in determining the fair value of Stock Options issued each year | ||
Expected dividends | ||
Stock Options | Minimum | ||
Assumptions used in determining the fair value of Stock Options issued each year | ||
Expected volatility | 67.80% | 60.00% |
Expected term (years) | 6 years 21 days | 4 years 4 months 28 days |
Risk-free rate | 3.54% | 3.58% |
Stock Options | Maximum | ||
Assumptions used in determining the fair value of Stock Options issued each year | ||
Expected volatility | 70.40% | 67.20% |
Expected term (years) | 6 years 1 month 9 days | 6 years 3 months |
Risk-free rate | 4.43% | 4.23% |
Income Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Income Taxes | ||
Accumulated undistributed earnings | $ (862,106) | $ (760,227) |
Valuation allowance | 133,300 | |
U.S. income tax authority | ||
Income Taxes | ||
Net operating loss | 186,300 | 127,200 |
Net operating loss, subject to expiration | 5,000 | |
Net operating loss, not subject to expiration | $ 181,300 | |
Foreign tax authority | INDIA | ||
Income Taxes | ||
Net operating loss, limitations on use | India has a 4-year statute of limitations, so years prior to 2017 are closed. | |
Foreign tax authority | FRANCE | ||
Income Taxes | ||
Net operating loss | $ 7,000 | |
Net operating loss, limitations on use | France has a statute of limitation tax expires 3 years following the year that triggered the liability. | |
State and Local Jurisdiction [Member] | ||
Income Taxes | ||
Net operating loss | $ 267,400 | $ 184,200 |
Commlabs Technology Centre Pvt. Ltd. (“Commlabs India”) | INDIA | ||
Income Taxes | ||
Accumulated undistributed earnings | $ 1,500 |
Income Taxes (Details) - Schedule of income before income taxes - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Income Taxes | ||
United States | $ (102,253) | $ (71,845) |
Foreign | 547 | 331 |
Loss before income taxes | $ (101,706) | $ (71,514) |
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Current: | ||
Federal | ||
State | (21) | |
Foreign | (173) | (122) |
Total current | (173) | (143) |
Deferred: | ||
Federal | ||
State | ||
Foreign | (78) | |
Total deferred | (78) | |
Benefit (provision) for income taxes: | $ (173) | $ (221) |
Income Taxes (Details) - Schedule of federal statutory income tax rate |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Income Taxes | ||
Income Tax Expense at Federal Statutory Rate | 21.00% | 21.00% |
Permanent items | (9.53%) | (1.23%) |
State taxes, net of federal tax effect | 2.83% | 5.49% |
Change in Valuation Allowance | (11.70%) | (45.30%) |
Other permanent differences | 0.02% | 3.84% |
Rate change | (2.79%) | 15.90% |
Effective income tax rate | (0.17%) | (0.30%) |
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Deferred tax assets, net | ||
Net operating loss carryforwards | $ 50,167 | $ 35,260 |
Stock Compensation | 1,148 | 1,235 |
Basis in underlying investments | 76,913 | 82,279 |
Section 163(j) interest limitation | 5,905 | 3,606 |
Other Deferred Balances | 274 | 260 |
Gross deferred tax assets | 134,407 | 122,640 |
Valuation allowance | (133,165) | (121,269) |
Deferred tax assets, net of valuation allowance | 1,242 | 1,371 |
Intangibles | (1,242) | (1,371) |
Total deferred tax liabilities | (1,242) | (1,371) |
Total net deferred tax (liability) asset |
Retirement Plan (Details) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
Retirement Plan | ||
Discretionary contributions totaling | $ 0.4 | $ 0.4 |
Segments - Narrative (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2024
customer
|
Dec. 31, 2023
customer
|
|
Revenue, Major Customer [Line Items] | ||
Number of Operating Segments | 1 | |
Total Revenue | Customer Concentration Risk | ||
Revenue, Major Customer [Line Items] | ||
Number of customers | 3 | 2 |
Total Revenue | Customer Concentration Risk | Customer, One | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 57.00% | 75.00% |
Total Revenue | Customer Concentration Risk | Customer, Two | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 18.00% | 10.00% |
Total Revenue | Customer Concentration Risk | Customer, Three | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 11.00% |
Subsequent Events - Narrative (Details 1) - Subsequent Event [Member] - Note Purchase Agreement [Member] - Private Placement [Member] $ / shares in Units, $ in Millions |
Mar. 12, 2025
USD ($)
$ / shares
|
---|---|
Subsequent Events | |
Debt Instrument, Aggregate principal amount | $ 190 |
Common stock purchase warrants [Member] | |
Subsequent Events | |
Common Stock Par Or Stated Value Per Share | $ / shares | $ 0.0001 |
Senior Secured Convertible Notes due 2028 [Member] | |
Subsequent Events | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Senior Secured Notes due 2026 [Member] | |
Subsequent Events | |
Debt Instrument, Aggregate principal amount | $ 70 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Fortress Investment Group LLC [Member] | |
Subsequent Events | |
Minimum percentage of ownership interest held by stockholder | 10.00% |
Purchasers [Member] | |
Subsequent Events | |
Debt Instrument, Aggregate principal amount | $ 190 |
Subsequent Events - Narrative (Details 2) - Subsequent Event [Member] - Indenture and Security Agreement [Member] - Private Placement [Member] - Guarantors and GLAS Trust Company, LLC [Member] - Senior Secured Convertible Notes due 2028 [Member] $ / shares in Units, $ in Thousands |
Mar. 12, 2025
USD ($)
d
$ / shares
|
---|---|
Subsequent Events | |
Percentage of principal amount of debt (as a percent) | 100.00% |
Outstanding debt (in Dollars) | $ | $ 190 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Maturity Date | Jun. 30, 2028 |
Debt Instrument, Frequency of Periodic Payment | semi-annually |
Debt Instrument, Redemption Price, Percentage | 100.00% |
Debt Instrument, Convertible, Threshold Trading Days | 20 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 |
Debt Instrument, Redemption Price, Percentage of Principal Amount at Event of Certain Non-Ordinary Course Asset Sales | 100.00% |
Debt Instrument, Convertible, Conversion Price (in dollors per share) | $ / shares | $ 12.56 |
Minimum [Member] | |
Subsequent Events | |
Exercise period of debt issued, from date of initial closing | 6 months |
Debt instrument, Redemption price, Percentage of conversion price | 160.00% |
Maximum [Member] | |
Subsequent Events | |
Debt Instrument, Interest Rate, Increase (Decrease) (as a percent) | 0.50% |
Subsequent Events - Narrative (Details 3) - Subsequent Event [Member] - Note Purchase Agreement [Member] - Private Placement [Member] - Common stock purchase warrants [Member] |
Mar. 12, 2025
$ / shares
shares
|
---|---|
Subsequent Events | |
Common stock issuable for warrant exercise | shares | 7,800,000 |
Exercise of warrants, subject to beneficial ownership limitation | 4.90% |
Minimum [Member] | |
Subsequent Events | |
Warrants exercise price per share | $ 12.56 |
Exercise of warrants, subject to beneficial ownership limitation | 4.90% |
Exercise of warrants, subject to beneficial ownership limitation termination period notice | 61 days |
Exercise of warrants, percentage of common stock outstanding issue limitation | 19.90% |
Maximum [Member] | |
Subsequent Events | |
Warrants exercise price per share | $ 20 |