NN - NASDAQ

Ladies and gentlemen, thank you for standing by, and welcome to the NextNav Q3 2025 Earnings Conference Call. [Operator Instructions] As a reminder, today's call is being recorded. I will now hand today's call over to Nev Reilly. Nevin Reilly, please go ahead.

Good morning, everyone, and welcome to NextNav's Third Quarter 2025 Earnings Conference Call. Participating on today's call are Mariam Sorond, NextNav's Chief Executive Officer; and Tim Gray, 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 use of the words may, anticipate, believe, expect, intend, should, could and similar expressions. 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 and assumptions, many of which are outside NextNav's control and could cause actual results to differ. In particular, such forward-looking statements include the achievement of certain FCC-related milestones and SEC approvals, NextNav's projections, plans, objectives and expectations and NextNav's future business strategies and competitive position. These statements are based on management's current expectations and beliefs as well as a number of assumptions concerning future events. You are cautioned not to place undue reliance upon the forward-looking statements, which speak only as of the date made, and NextNav undertakes no commitment to update or revise the forward-looking statements, except as required by law. For additional information regarding risks and uncertainties, please refer to the risk factors and other disclosures contained in the company's filings with the SEC. Following prepared remarks, the company will host an operator-led question-and-answer session. In addition, 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. Sorond. Please go ahead, Mariam.

Thank you, Nevin. Good morning, and thank you all for joining us today. Before I begin, I want to take a moment to welcome Tim Gray as NextNav's Chief Financial Officer. Tim is an industry veteran, bringing a rare combination of deep spectrum knowledge and experience leading the finance function at growth-oriented companies that have technology in the marketplace. We are excited to have him on board for our next chapter of growth as we prepare for commercialization of our technology. Welcome to the team, Tim. I also want to recognize Chris Gates for all his meaningful contributions, particularly in ensuring NextNav leads with a healthy balance sheet and liquidity position. Chris will maximize his expertise in corporate development and increasingly important responsibility as we prepare for the commercialization of our technology and will work closely with Tim on strategic positioning in our next chapter of growth. I'll begin with an update on our FCC process. Since the FCC's March 2025 Notice of Inquiry, or NOI, on PNT technologies, NextNav has filed a robust set of technical and economic studies that demonstrate the feasibility and public interest benefits of our proposal to enable 5G-based 3D PNT in the lower 900 megahertz band. We continue to proactively contribute to the FCC process and believe the FCC has sufficient data to issue a Notice of Proposed Rulemaking, or NPRM. In early September, we met with senior staff from the FCC Wireless Bureau and Office of Engineering and Technology as well as Arpan Sura, Senior Counsel and Chief AI Officer to Chairman Brendan Carr, proactively summarizing the record and urging the FCC to promptly issue an NPRM. We were also pleased to see Chairman Carr continue to reiterate the importance of PNT in public remarks over the past few months. We thank Chairman Carr and FCC staff for their continued diligence in consideration of the need for PNT resiliency given the numerous competing priorities and demands on the FCC's resources. While we cannot speculate on NPRM timing, we note that the FCC C-band NOI preceded the PNT NOI. Chairman Carr has talked about the FCC's summer 2027 deadline to complete an auction of the C-band, referring to that as a very compressed time line given the work that needs to be done. And just last week, Chairman Carr announced that the FCC will vote on a C-band NPRM at its November 20 open meeting. Given the congressional mandate for action, we were not surprised that the FCC continued its work on this issue. What we can say on timing is that the ongoing government shutdown has halted most of the work at the FCC. But we continue to actively engage with administration and congressional officials who are not furloughed to advocate for our proposal. In addition to our work with the FCC, we continue to advance our technology and make progress on commercialization independent of the FCC process. First, we are aggressively advancing the technical work needed to deliver a 5G-based 3D PNT solution as a complement to GPS, addressing an urgent national security need. Last month, we reached a major milestone towards enabling a wide-scale commercial 5G-based 3D PNT solution, deriving accurate timing and positioning information while simultaneously delivering both downlink and uplink data transmissions utilizing standard 5G network equipment. This achievement highlights the seamless integration of NextNav's technology and 5G. Next, in partnership with Oscilloquartz, we were pleased to achieve the successful integration of our 5G-based PNT technology and an Oscilloquartz GNSS-enabled grandmaster clock. This achievement marks another significant step towards the commercialization of a GPS complement and backup serving the needs of national security, public safety and mission-critical enterprise timing applications. These achievements reinforce the scalability and practicality of a resilient terrestrial complement to GPS, and we are focused on continuing our forward progress towards commercialization. Last month, we also extended our agreement with AT&T relating to our Pinnacle network operations by 2 years to October 2028. This network, which operates primarily in partnership with AT&T, is providing public safety applications like enhanced 911 across all major cellular networks and to FirstNet. This recognition of our continuing technology leadership in

Thank you, Mariam, and good morning, everyone. I'm thrilled to join NextNav and bring my experience for its next chapter of growth as it prepares to optimize the lower 900 megahertz band, delivering a win for national security, public safety and the American economy. NextNav has a strong financial foundation and a compelling growth story. I look forward to helping NextNav navigate its exciting future and to engaging with shareholders on our journey forward together. In the third quarter, NextNav continued to hold a position of financial strength and strategic advantage with strong liquidity, valuable spectrum assets and the development and testing of our resilient proven technology. Having repaid our $70 million senior secured debt in March 2025, we have demonstrated consistent robust financial health. NextNav's remaining convertible notes do not mature until June 2028, and additional capital may also be realized through warrant conversions over the coming years. The closing of the Telesaurus transaction and subsequent securing of additional spectrum in the lower 900 megahertz band has positioned NextNav to continue to create value for our shareholders. Recent low-band spectrum transactions present a positive development for investors, validating spectrum as a highly strategic asset. NextNav's lower 900 megahertz spectrum represents a scarce yet valuable asset to enable a 5G-based complement and backup to GPS and to deliver broadband. This transaction added 128 active lower 900 megahertz band spectrum licenses and resulted in the issuance of roughly 1.2 million shares at closing. With that, I'd like to address a few additional financial highlights. In the third quarter, we recognized gains of approximately $23.6 million associated with the change in the fair value of the derivative and warrants liability. The impacts of these noncash gains resulted in net income for the quarter of nearly $0.5 million. In addition, we finished the third quarter with $167.6 million in cash, cash equivalents and short-term investments. We are continuing to conservatively manage our use of capital as we work to advance our business and develop our assets, taking a deliberate approach to liquidity and commercialization. There is significant runway in funding for NextNav to continue its work on achieving its ambitious goals. With that, I'll turn the call back over to the operator for questions. Operator?

[Operator Instructions] Your first question is from the line of Mike Crawford with B. Riley Securities.

Mariam, now that the FCC is through its space month and has started that C-band auction process, do you think PNT could be next on the priority list?

Thank you, Mike. Thanks for the question. As you know, the FCC doesn't provide guidance on their timing, neither do we provide guidance, but we continue to believe that this is an important issue and a priority for Chairman Carr. And getting C-band NOI done will actually definitely pave the way for him to focus on his other priorities and for the commission to focus on their other priorities.

Okay. And then just shifting gears. In the past, the company had or has had international strategy, including some collaboration in Japan, maybe using some donated 800 megahertz spectrum to help propagate your solution. But is there anything that's changed or that you can share with what you're doing internationally or how you would potentially port your IP and get paid outside of the U.S. [ where you hold ] spectrum?

We continue to have the partnership with MetCom, and MetCom has actually achieved significant milestones also in their journey. I wouldn't call it donated spectrum, but just spectrum in Japan is actually licensed differently here than the U.S. But it is very valuable spectrum that they're also working on and they're working for it with their regulator and just recently have had some good progress with the regulator, and we're both working together. They also use our Pinnacle altitude solution out in Japan already commercially. So it's not just also waiting for that spectrum to go through the regulatory process. So it's a great partnership for us. We appreciate it. And also, I think Japan being one of the U.S. allies to work on national security makes sense. It probably would make sense for us also to look at the international market. But right now, we are very focused on making sure that we prove our solution in the United States.

Your next question is from the line of Brendan Lynch with Barclays.

You mentioned the relationship with AT&T and FirstNet. Can you expand on what the relationship -- what other relationships with carriers you could develop and how that might help you build out the PNT solution?

Thank you for the question. And that's a good question. Actually, as you may have seen, we just highlighted a key point regarding the extension of our AT&T agreement, which we're very happy about. So we're already operating a positioning system in partnership with a major wireless carrier for public safety applications. And that we're very excited about the extension of that agreement. And the solution for that agreement, which is the

Okay. Very good. That's helpful. And then on the recent EchoStar transaction, there's obviously been some movement in the spectrum that's available. How do you see the spectrum supply and demand dynamic going forward? Obviously, you mentioned some of the considerations around the SEC, but maybe more focused on swaps or sales between owners of spectrum now.

Yes, I'm glad you brought up that because this is a great landscape we're seeing right now. And also, just by the way, just this morning, there was another transaction between EchoStar and SpaceX. But just let me say that we are creating a 10 megahertz downlink. This is a very rare and already scarce low-band spectrum position. Chairman Carr continues to mention the importance of freeing up even additional spectrum for broadband. The One Big Beautiful Bill requires freeing up spectrum, but none of them are below 1 gigahertz. I think I also want to highlight one of the things that the AT&T CEO commented post the EchoStar transaction about the 600 megahertz spectrum. 600 megahertz spectrum is not in the AT&T network, by the way. But he did say that I have never regretted owning low-band spectrum over the course of my career. So I agree with him. And this highlights really the demand for low spectrum. So in addition to that AT&T transaction, we obviously saw other transactions with EchoStar. We continue to see the transactions. We believe that, that low-band spectrum when it's available, the demand is significant. And the fact that we're seeing an expanding universe of participants in the market for spectrum besides the major carriers and -- which includes the satellite operators, this demand is going to expand. And collectively, we see all of this as positive for our business.

Your next question is from the line of Ryan Koontz with Needham.

I want to ask about any updates you have on your commercialization and partner strategy model for the U.S. relative to mass rollout. And then specifically, how does this Oscilloquartz integration play into that at all? I mean, obviously, timing is a pretty -- it's everywhere in the U.S. wireless network today, but probably not proliferate enough to handle, I would guess, your needs for the number of instances around the country.

Thank you, Ryan, for the question. I think there is definitely a high degree of attention to our spectrum and regulatory process. But as a company, we're very focused and really excited about just not only just enabling what we're doing with the spectrum and capacity, but our solution to provide this complementary PNT. So obviously, we've been operationalizing the key technologies, not only on advancing what we're doing with the network side that shows PNT broadband on 5G standard equipment, but also, as you mentioned, the use of the signal that it provides recently highlighted with Oscilloquartz is -- sorry, let me just remind everyone. They are a leading provider of timing solutions, so we're super excited about integrating their timing solution into the network, which is significant. And you're right, there's been -- there is a lot of focus on timing in addition to positioning because it remains in the critical infrastructure and a significant point. So we're super excited about moving that partnership forward. And I think that's going to definitely be one of the integrations in addition to the future integrations that we need to do to get the operational and commercialized network ready for a backup and complement to GPS.

Interesting. And maybe one more, if I could. With regards to any movement of existing networks that are needed to accommodate your solution, have you done any scoping there in terms of those costs and how they'd be funded? I think you guys have talked about toll collection and a few things like that, that might need to be repacked.

Okay. So you're talking about the coexistence in the band and the spectrum users, yes.

Yes.

So we provided a study to the FCC that thoroughly evaluates the tolls and talks about the minimal impact to them and how they would need retuning, and that retuning is not at all going to be a hardware swap. It's a software retuning. We're very confident in our study. We've been working on this, and we provided that to the FCC that those costs when you are talking about just software and not rip-and-replace equipment, become extremely minimal, especially with the minimal impact to them. So I would not call it a significant cost. As far as the rest of the -- we continue to work really well with the railroads. As far as the rest of the unlicensed use of the spectrum, we're not asking anyone to vacate or go to another spectrum, and there is no cost associated with it. And as we have shown through our FCC studies, there's also no impact to the unlicensed community.

Your next question is from the line of Peter Supino with Wolfe Research.

This is Ron on for Peter. We recently saw the Department of Transportation awards to Iridium to test a solution with T-Mobile. Can you provide any comments on the implications or opportunities for NextNav?

Thank you for the question. I mean what we just recently saw, and this is a little bit of what Ryan brought up on the importance of timing, but let me just say, what we just recently saw, it highlights the importance of having multiple systems to have a very robust and complement backup to GPS. But as a reminder, let me just remind everyone, we had the highest performance in positioning and navigation and timing technologies in the DOT's -- Department of Transportation's 2021 testing. And you may remember that we also received an award under the same program in 2024. And it remains the largest award so far. And -- but we're very happy to see other solutions also get an opportunity. And as we've always said from the beginning, this reiterates this concept of the system of systems and the importance of backup solutions, especially for critical infrastructure, which telco is one. So we want to address this issue. We do require the system of systems because GPS is used so broadly. Now at NextNav, we believe we offer the best path to a wide-scale solution for most of the use cases, but of course, satellite and other potential terrestrial systems also have a role to play, and they will create opportunities for seamless integrated solutions as well. So overall, the positive development with the Iridium testing and the partnership with DOT for this entire landscape and reinforcing what we're working to achieve right now, which is we're on the right path.

At this time, there are no further questions. I will now hand the call back over to our presenters for closing remarks.

Thank you. And as I mentioned at the beginning of the call, we have continued to proactively advocate for the FCC to take the next steps in its process despite the government shutdown and are pleased with the technological progress we have made as we prepare for commercialization of our technology. NextNav looks forward to enabling a wide-scale future-proof complement and backup to GPS as quickly as possible. We are proud of the work we are accomplishing to bolster the U.S. economy and national security, and we are very grateful to our shareholders for their support. Thank you, everyone.