NextNav Inc.

on your telephone keypad. If you would like to withdraw your question, please press the star button again. Thank you. I would now like to turn the conference over to Erica Bartsch. You may begin.

Good afternoon, everyone, and welcome to NextNav's second quarter 2024 earnings conference call. Participating on today's call are Maryam Sarong, NextNav's Chief Executive Officer, and Chris Gates, NextNav's Chief Financial Officer. Before we begin, let me remind everyone that this call will include certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as may, anticipate, believe, expect, intend, might, plan, possible, potential, aim, strive, predict, project, should, could, would, will, and similar expressions may identify forward-looking statements, but the accents of these words do not mean that a statement is not forward-looking. Such forward-looking statements, which may relate to NextNav's forecast of future results, future prospects, developments, and business strategies, are subject to known and unknown risks, uncertainties, assumptions, and other important factors many of which are outside NextMAS control that could cause actual results to differ materially from the results discussed in the forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements which speak only as of the date made, and NextMAS undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise. For additional information regarding risk factors, see Part 2, Item 1A, Risk Factors, of the company's quarterly reports on Form 10-Q and Part 1, Item 1A, Risk Factors, of NECNA's annual report on Form 10-K for the year ended December 31, 2023, as well as those otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission. Following our prepared remarks, the company will host an operator-led question and answer session. In addition, at the conclusion of today's call, a replay of our discussion will be posted to the company's investor relations website. I'd now like to turn the call over to Ms. Maryam Saran, Chief Executive Officer of NexNav. Please go ahead.

Thank you, Erica. Good afternoon, and thank you for joining us. On the call today, I will provide an update on the business, including the ongoing process surrounding our filing with the FCC, as well as other strategic operating highlights. I will then hand things over to Chris to review our financials. It was another busy quarter for NextNav as we continue to push forward towards our strategic vision. We are seeing good momentum in the business and making tangible progress. Notably, this week the FCC issued a public notice seeking comments on NextNav's petition for rulemaking. This action is the standard first step in a longer-term FCC rulemaking process. While I will discuss the details of the notice and next steps in a moment, we appreciate the FCC's prompt public notice as this is an important step in delivering an innovative spectrum solution in the lower 900 megahertz fans. Our vision enables next-gen terrestrial 3D PNT as a complement and backup to GPS with a 5G solution that is easily integrated into the existing ecosystem and enables additional spectrum for 5G broadband. I've had the opportunity to speak with many of you since we introduced this vision, and I am excited by the strong investor sentiment and confidence in what we have presented. This is evident not only in our share price over the past several weeks, but also in the recent exercise of additional warrants. While CRIPS will provide greater detail, in Q2, 9.7 million warrants were exchanged for an aggregate of $21 million in cash. This action further validates the market's confidence in our business and our go-forward strategy. As a reminder, we are focused on developing a complement and backup to GPS with additional spectrum for broadband services. Leveraging the spectrum we have acquired, our proposal combines NexNav's current spectrum holdings with what is otherwise follow spectrum and puts it to use for public benefit and addresses a major national security issue. Providing a complement and backup to GPS is critical for safeguarding the things we need daily, from locating emergency callers to addressing critical infrastructure and national security needs. Our proposal creates abundance from scarcity in this band by unleashing much needed spectrum for wireless technology. These common sense solutions can benefit consumers and our national interests at no cost to taxpayers and will appropriately protect incumbent operations. More importantly, it bears highlighting that spectrum below one gigahertz that is usable for broadband is scarce and extremely valuable to carriers because it penetrates walls and propagates over long distances. Additionally, having a new contiguous 10 megahertz low band block suitable for broadband downlink is an exceptional opportunity. As a result, the flow band spectrum has become the most capital efficient way to provide coverage inside buildings. This is also why it is a strong fit for deployment of our 5G-based P&T service. I will touch on that more in a moment. Because of the recent focus on mid-band spectrum, which naturally has greater bandwidth, it's easy to forget that most low band spectrum is in 5 plus 5 megahertz blocks, while Nextmap expects to have a 10 megahertz downlink. The big four mobile network operators, or MNOs, have on average around 25 megahertz of low band downlink spectrum, with some variation across geographies. So, adding an additional 10 MHz downlink would increase an MNO stock of low band downlink spectrum by roughly 40%, a material addition to their spectrum portfolio. This is why we believe we have a powerful proposal that creates a unique and economically viable opportunity to help address the urgent need for widespread complementary and backup P&T services. It is also why I was pleased to see the FCC issue the PM for rulemaking this week, helping to move us another step forward in the process. This follows the April 24th PM issued by the FCC regarding the application to sign aid block licenses that MECSNAV agreed to acquire from Telesaurus. We received only two comments back on the block assignment request during the 14-day comment period and feel good about where things stand. Regarding the PN on the petition for rulemaking, the FCC has requested comments from the public on this proceeding within the next 30 days, followed by a 15-day reply comment period. All comments will be public. The Commission then considers the comments and reply comments in developing proposed rules. We expect the next Commission action would be a notice of proposed rulemaking or NPRM. followed by another period of public comment, and then a final order adopting new rules for the bank. As a general rule, an NPRM would not happen for some time after the public notice comment period ends. Typically, after comments and reply comments for the PN are filed, it can take considerable amount of time for the record to be evaluated and the subsequent NPRM to be drafted, reviewed, and released. Overall, we feel good about where things stand and are pleased with our progress to date. As I have said many times before, this is a process. We plan to continue working closely with the FCC and are focused on taking this one step at a time. While we work through the process with the FCC, we simultaneously received some exciting news out of the Department of Transportation. On July 3rd, the DOT issued a press release announcing that NextNav was awarded a purchase order to test the company's 3D PNT technology, a terrestrial solution that delivers PNT as a complement and backup to GPS. The award comes from the DOT Volpe Center and is a part of its complementary PNT action plan. As you may recall, in 2021, the DOT recognized NexNav's technology as the best performing P&T technology in all applicable use cases. This new award is significant because it's aligned with the DOT's complementary P&T action plan to conduct field testing of technologies with critical infrastructure providers. Further, it validates NexNav's strengths and leadership position in P&T services as we were awarded the largest dollar value from the DOT. The award will provide nearly $1.9 million in funding to NexNav and will test our 3D P&T technology, a terrestrial solution that delivers P&T as a complement and backup to GPS. This program aligns well with our technology and spectrum path with the FCC. NextMap's terrestrial PNT technology creates a complete 3D solution for positioning in outdoor, urban, and indoor environments, including highly accurate vertical locations. Our solution also includes a timing source that can serve as backup if GPS is unavailable. We are excited to partner with the DOT to demonstrate our PNT capabilities and to develop technology solutions to address national security, economic, and public safety needs. Complementing these efforts, we've also made several strategic moves internally to ensure that we have the right team in place to execute our vision. At the board level, we recently announced that Mickey Palmer joined the Next Lab Board of Directors. Mickey comes to us with deep expertise in the strategic development, operation, and expansion of ecosystems powered by 5G technology and the development of products and services to advance 5G growth. She spent the majority of her career with Verizon. While there, her leadership role spans engineering, operations, and technology, supporting advanced data and wireless products. serving as CTO, chief engineering officer, and head of wireless networks. We are thrilled to have Nikki on board and believe she will be invaluable to our team as we advance our vision for an innovative spectrum solution in the lower 900 megahertz band. We also recently restructured our internal workforce to better align our org structure with our strategic objectives and drive greater operational efficiency. This resulted in a roughly 20% reduction in headcount, primarily from within our software engineering team. In addition, we also have made several strategic hires, including our new COO, Sanyagita Shamsundar, that brings the necessary skills and background to help advance our strategic vision. I feel confident that we're putting together a powerful group to help us move forward. We have a strong and capable team here at NextMap, and I am thrilled to have the opportunity to work with them every day. I look forward to all that we can achieve together. In closing, we are seeing solid momentum across the business, and I am excited by our progress. We have more work ahead of us, but I believe we're putting together the right team and the right resources to position us for success. I look forward to bringing you with us on this exciting journey. With that, let me turn things over to Chris to discuss our financials. Chris?

Thanks, Maryam, and good afternoon, everyone. NextNAV's revenue in the second quarter was $1.1 million, a $0.3 million increase from $0.8 million in the prior year period. For the first half of 2024, revenue was $2.1 million, a $0.5 million increase from $1.6 million in 2023. The increase in both the three- and six-month periods was driven by an increase in service revenue from technology and services contracts with commercial customers, including in support of government opportunities. Staying on the topic of revenue, as Marian noted, we were recently awarded a $1.9 million purchase order from the Department of Transportation. This one-year order started in July 2024, and we anticipate seeing the revenue impact from this beginning in the third quarter of this year. The government has the option to extend this order by up to six months under the current terms and has the option to extend the order for up to two years to allow for additional testing. Operating expenses for the second quarter were $16.4 million, up from approximately $15.8 million in the same period last year. Operating expenses included $1.3 million in depreciation and amortization and $3.7 million in equity compensation. compared to $1.2 million in depreciation and amortization and $4.4 million in equity compensation in the second quarter of 2023. For the first half of the year, operating expenses were $33.6 million compared to $30.6 million in 2023, excluding stock-based compensation expense and depreciation and amortization. Operating expenses were $23.1 million in the first half of 2024 and $20.1 million in the first half of 2023. Net loss for the second quarter was $24.4 million, which included a $6.6 million loss associated with the change in the fair value of warrants, net of the gain associated with the change in liability associated with the Telesaurus asset purchase agreement. This is compared to a net loss of $15.8 million in the second quarter of 2023, which included a loss of $0.3 million associated with the change in the fair value of warrant liability. For the first half of the year, net loss was $56 million, including a $19.8 million loss associated with a change in the fair value of warrant liability. Net of the gain associated with a change in liability associated with the Telesaurus asset purchasing agreement, compared to a net loss of $32.1 million in the first half of 2023, including $3.1 million associated with a change in the fair value of warrant liability. From a balance sheet perspective, we finished the quarter with $86.3 million in cash, cash equivalents, and short-term investments. Our use of cash for the quarter included payment of expenses associated taxes and accrued compensation of approximately $1.5 million related to the restructure mentioned earlier in the call. Our cash balance also includes two significant non-operating elements. As I noted on last quarter's call, our use of cash in 2Q24 following court approval included the payment of $2.5 million in cash in April per the terms of our asset purchase agreement. And as Mariam highlighted, we enjoyed the benefit of $21 million in proceeds from additional warrant exercises in the quarter. I'm also pleased to report that following the close of the quarter, warrants continued to be exercised, with an additional $2.3 million exercised through July 31, 2024, for an additional $5 million in proceeds. Finally, our balance sheet showed $51.4 million in debt net of unamortized discount attributed to transaction costs in the issuance of warrants, with a gross value of $70 million. And with that, I'll turn the call back to the operator. Operator?

Thank you.

We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press store, followed by the number one on your cell phone keypad to raise your hand and join the queue. If you would like to withdraw your question, please press store one again. If you are called upon to ask your question and are listening by a loudspeaker on your device, Please pick up your handset and ensure that your phone is not on mute when asking your question. Again, please press the star 1 to join the queue. Your first question comes from the line of Matthew Mouse with B Riley Securities. Please go ahead.

Good afternoon. Thanks for taking my question. I was just wondering if you can give some color on where NextNav is at regarding the assignment of the additional four megahertz of spectrum licenses acquired from Telesaurus and SkyBridge. Has the FCC made a decision yet to approve, deny, or defer this assignment?

Hi. Thanks for the question. So the FCC did put the PN out on the application, and that was released through an automated process. And we are actually at this point waiting for the FCC to make a decision on it. But we have not received any further updates so far.

All right. That was helpful. That was it for me. Thank you.

And your next question comes from the line of Jane Paris. with RF Liberty, please go ahead.

Everybody, thanks for taking my question. Regarding yesterday's filing, in the petition, there's a list of unlicensed users and users that might pose, you know, maybe an objection to the plan. I mean, are you anticipating working? What are the plans to, let's say, like the amateur radio or the license as far as maybe creating an obstacle for the company? I mean, are you going to, according to the fund, are you going to work with this plan? I mean, how does that work? Do you guys have a different part of the, like, lower sideband or upper sideband section you're going to share, or is it encrypted? I mean, maybe give a little bit of color on how that's going to work out.

Yeah, thanks. Hi, Jamie. Actually, we're not going to speculate on comments with respect to the PM, right? We're going to wait to see the comments. We're going to read them really carefully, and we're going to reply to all the comments. That's our plan right now. We intend to, and we've done reach-outs, we intend to work with all the parties and the stakeholders where it's reasonable and appropriate to work with them. And we look forward to the dialogue and working with them through the process.

All right. I think my next question, now the DOT project, what's the timeframe on that? It might be a while, but also what are the metrics or the benchmarks the DOT is sort of looking at?

Well, they've selected, first of all, they've awarded about nine in the testing phase. They have a plan out on what the phases are going to be. I think that, Chris, maybe you can share some of the details. If not, we can get you that offline on what exactly their phases are.

Jamie, we'll come back to you on some of that kind of inside the contract detail.

Okay. All right. Yeah, that's all the questions I have. Thanks for taking my question.

Thank you. And once again, if you would like to ask a question, simply press the star, followed by the number one on your telephone keypad. And there are no further questions at this time. I would like to turn it back to Mariam Turan for closing remarks.

Thank you all for joining us today. As you can see, the entire NextUp team is hard at work executing against our vision. We believe our unique vision will provide an innovative spectrum solution in the lower 900 mega spans. We're excited for what lies ahead, and we'll continue to provide an update on our progress as we move forward. Thank you all.

Thank you. And ladies and gentlemen, this concludes today's conference call. Thank you all for participating. You may now disconnect.