8-K
false00017803120001780312asts:WarrantsExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member2022-11-142022-11-1400017803122022-11-142022-11-140001780312asts:ClassCommonStockParValue00001PerShareMember2022-11-142022-11-14

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2022

 

 

AST SpaceMobile, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39040

84-2027232

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Midland Intl. Air & Space Port

2901 Enterprise Lane

 

Midland, Texas

 

79706

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (432) 276-3966

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

ASTS

 

The NASDAQ Stock Market LLC

Warrants exercisable for one share of Class A common stock at an exercise price of $11.50

 

ASTSW

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 2.02. Results of Operations and Financial Condition.

 

On November 14, 2022, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three and nine months ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information included in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 7.01. Regulation FD Disclosure.

 

AST SpaceMobile is also furnishing a Third Quarter Business Update, dated November 14, 2022 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s third quarter 2022 conference call to be held on November 14, 2022. The Presentation will also be available on the Company’s website at www.ast-science.com.

 

The information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated November 14, 2022

99.2

Third Quarter 2022 Business Update

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

AST SPACEMOBILE, INC.

 

 

 

 

Date:

November 14, 2022

By:

/s/ Sean R. Wallace

 

 

 

Name: Sean R. Wallace
Title: Chief Financial Officer

 


EX-99.1

 

PRESS RELEASE EXHIBIT 99.1

 

https://cdn.kscope.io/0ebe6170ed6ea263283a2611adb28748-img92124820_0.jpg 

 

AST SpaceMobile Provides Third Quarter 2022 Business Update

 

MIDLAND, TX, November 14, 2022 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by standard mobile phones, today is providing its business update for the third quarter ended September 30, 2022.

 

"The successful unfolding of BlueWalker 3 is a major step forward for our patented space-based cellular broadband technology and paves the way for the ongoing production of our BlueBird satellites,” said Abel Avellan, Chairman and Chief Executive Officer of AST SpaceMobile. “In completing this deployment, as well as the other learnings from stowing, launching, operating, testing and flying the satellite over the last 2 months, we feel confident in our architecture and do not foresee any major changes to the architecture of our Block 1 satellites.”

 

Business Update

 

Progress with our BlueWalker 3 test satellite

Completed the successful launch of the BlueWalker 3 ("BW3") test satellite from Cape Canaveral, FL
Acquired control of the BlueWalker 3 test satellite shortly after deployment and implemented Telemetry, Tracking and Control protocols for operations control of the satellite
Successfully unfolded the largest communications array ever deployed on a commercial Low Earth Orbit satellite
Completed validation of key aspects of our satellite architecture after two months of in-orbit operation

Industrialization of our SpaceMobile constellation

Plan to launch five Block 1 BlueBird satellites in late 2023
Continued to ramp up the assembly, testing and implementation processes at our Site 2 facility in Midland to build five Block 1 BlueBird satellites
Grew portfolio of patent and patent pending claims to more than 2,600 worldwide as of November 14, 2022 compared to the more than 2,400 as of August 14, 2022

 

 


 

 

Third Quarter 2022 Financial Highlights

Ended the third quarter with cash, cash equivalents, and restricted cash of $199.5 million
Total operating expenses increased by $6.7 million to $42.1 million for the third quarter of 2022, as compared to $35.4 million in the second quarter of 2022, due to a $4.4 million increase in research and development costs and $2.5 million increase in engineering services offset by a $0.2 million decrease in general and administrative costs
As of September 30, 2022, the Company incurred $92.1 million of capitalized costs (including launch cost and non-recurring engineering costs) related to the assembly, testing and deployment of the BlueWalker 3 test satellite
As of September 30, 2022, the Company incurred approximately $43.5 million of capitalized property and equipment costs primarily related to the Texas facilities, satellite antennas, satellite parts assembly and test equipment, and leasehold improvements
Completed the sale of 51% interest in NanoAvionika UAB for net proceeds of $26.7 million
Issued shares of Class A common stock under the Common Stock Purchase Agreement and Equity Distribution Agreement for net proceeds of approximately $17.0 million

 

Conference Call Information

AST SpaceMobile will hold a quarterly business update conference call at 5:00 p.m. (Eastern Time) today, November 14, 2022. The call will be accessible via a live webcast on the Events page of AST SpaceMobile’s Investor Relations website at https://investors.ast-science.com/. An archive of the webcast will be available shortly after the call.

 

About AST SpaceMobile

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, Twitter, LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

 

Forward-Looking Statements

This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.

 

 

 


 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing and level of deployment of satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile service that would supersede preliminary agreements and memoranda of understanding; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the SEC, including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2022.

 

The planned testing of the BW3 test satellite may not be completed due to a variety of factors, which could include loss of satellite connectivity, destruction of the satellite, or other communication failures, and even if completed as planned, the BW3 testing may indicate adjustments that are needed or modifications that must be made, any of which could result in additional costs, which could be material, and delays in commercializing our service. If there are delays or issues with our testing, it may become more costly to raise capital, if we are able to do so at all.

 

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors incorporated by reference into AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2022. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

 

Investor Contact:

Scott Wisniewski

investors@ast-science.com

 

Media Contact:

Brandyn Bissinger

press@ast-science.com

+1 866 845 6521

 

 


 

AST SPACEMOBILE, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

(dollars in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

September 30,
2022

 

 

December 31,
2021

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

198,869

 

 

$

321,787

 

Restricted cash (1)

 

 

660

 

 

 

2,750

 

Accounts receivable

 

 

-

 

 

 

2,173

 

Inventories

 

 

-

 

 

 

1,412

 

Prepaid expenses

 

 

5,650

 

 

 

2,831

 

Other current assets

 

 

20,127

 

 

 

4,850

 

Total current assets

 

 

225,306

 

 

 

335,803

 

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

 

BlueWalker 3 satellite - construction in progress

 

 

92,094

 

 

 

67,615

 

Property and equipment, net

 

 

43,543

 

 

 

28,327

 

Total property and equipment, net

 

 

135,637

 

 

 

95,942

 

 

 

 

 

 

 

 

Other non-current assets:

 

 

 

 

 

 

Operating lease right-of-use assets, net

 

 

7,901

 

 

 

7,991

 

Goodwill

 

 

-

 

 

 

3,641

 

Other non-current assets

 

 

17,424

 

 

 

559

 

Total other non-current assets

 

 

25,325

 

 

 

12,191

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

386,268

 

 

$

443,936

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

9,546

 

 

$

6,638

 

Accrued expenses and other current liabilities

 

 

10,837

 

 

 

7,469

 

Deferred revenue

 

 

-

 

 

 

6,636

 

Current operating lease liabilities

 

 

803

 

 

 

634

 

Total current liabilities

 

 

21,186

 

 

 

21,377

 

 

 

 

 

 

 

 

Warrant liabilities

 

 

56,390

 

 

 

58,062

 

Non-current operating lease liabilities

 

 

7,195

 

 

 

7,525

 

Long-term debt

 

 

4,820

 

 

 

5,000

 

Total liabilities

 

 

89,591

 

 

 

91,964

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

Class A Common Stock, $.0001 par value; 800,000,000 shares authorized; 54,369,296 and 51,730,904 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

 

 

5

 

 

 

5

 

Class B Common Stock, $.0001 par value; 200,000,000 shares authorized; 51,636,922 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

 

 

5

 

 

 

5

 

Class C Common Stock, $.0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

 

 

8

 

 

 

8

 

Additional paid-in capital

 

 

185,435

 

 

 

171,155

 

Accumulated other comprehensive loss

 

 

(271

)

 

 

(433

)

Accumulated deficit

 

 

(93,872

)

 

 

(70,461

)

Noncontrolling interest

 

 

205,367

 

 

 

251,693

 

Total stockholders' equity

 

 

296,677

 

 

 

351,972

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

386,268

 

 

$

443,936

 

 

(1)
As of September 30, 2022, restricted cash of $0.7 million represents deposits against the bank guaranty issued to the landlord for lease of a property. As of December 31, 2021, restricted cash of $2.8 million represented deposits with a bank to exclusively use for capital improvements at the Company’s facility in Texas, United States.

 


 

 

AST SPACEMOBILE, INC.

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

(dollars in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

 

 

For the Nine Months Ended September 30,

 

 

 

 

2022

 

 

2021

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

4,168

 

 

$

2,450

 

 

 

$

13,825

 

 

$

6,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of items shown separately below)

 

 

2,525

 

 

 

2,103

 

 

 

 

6,714

 

 

 

4,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

1,643

 

 

 

347

 

 

 

 

7,111

 

 

 

2,063

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineering services

 

 

14,492

 

 

 

8,026

 

 

 

 

38,208

 

 

 

18,757

 

 

General and administrative costs

 

 

12,916

 

 

 

9,331

 

 

 

 

37,634

 

 

 

24,031

 

 

Research and development costs

 

 

13,543

 

 

 

4,888

 

 

 

 

30,969

 

 

 

15,491

 

 

Depreciation and amortization

 

 

1,172

 

 

 

867

 

 

 

 

3,457

 

 

 

2,049

 

 

Total operating expenses

 

 

42,123

 

 

 

23,112

 

 

 

 

110,268

 

 

 

60,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on remeasurement of warrant liabilities

 

 

(15,897

)

 

 

39,401

 

 

 

 

1,669

 

 

 

(2,276

)

 

Other income, net

 

 

24,875

 

 

 

184

 

 

 

 

24,211

 

 

 

156

 

 

Total other income (expense), net

 

 

8,978

 

 

 

39,585

 

 

 

 

25,880

 

 

 

(2,120

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income tax expense

 

 

(31,502

)

 

 

16,820

 

 

 

 

(77,277

)

 

 

(60,385

)

 

Income tax expense

 

 

550

 

 

 

16

 

 

 

 

747

 

 

 

73

 

 

Net (loss) income before allocation to noncontrolling interest

 

 

(32,052

)

 

 

16,804

 

 

 

 

(78,024

)

 

 

(60,458

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to noncontrolling interest

 

 

(22,286

)

 

 

12,689

 

 

 

 

(54,613

)

 

 

(33,015

)

 

Net (loss) income attributable to common stockholders

 

$

(9,766

)

 

$

4,115

 

 

 

$

(23,411

)

 

$

(27,443

)

 

Net (loss) income per share of common stock attributable to common stockholders (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.18

)

 

$

0.08

 

 

 

$

(0.45

)

 

$

(0.31

)

 

Diluted

 

$

(0.18

)

 

$

0.07

 

 

 

$

(0.45

)

 

$

(0.31

)

 

Weighted average shares used in computing net (loss) income per share of common stock (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

53,233,552

 

 

 

51,729,704

 

 

 

 

52,292,972

 

 

 

51,729,704

 

 

Diluted

 

 

53,233,552

 

 

 

51,839,841

 

 

 

 

52,292,972

 

 

 

51,729,704

 

 

 

(1)
Earnings per share information excludes earnings for the periods prior to the Business Combination, as it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements.

 

 

 


 

AST SPACEMOBILE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income before allocation to noncontrolling interest

 

$

(32,052

)

 

$

16,804

 

 

$

(78,024

)

 

$

(60,458

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(1,267

)

 

 

(220

)

 

 

(1,865

)

 

 

(494

)

Total other comprehensive loss

 

 

(1,267

)

 

 

(220

)

 

 

(1,865

)

 

 

(494

)

Total comprehensive (loss) income before allocation to noncontrolling interest

 

 

(33,319

)

 

 

16,584

 

 

 

(79,889

)

 

 

(60,952

)

Comprehensive (loss) income attributable to noncontrolling interest

 

 

(23,083

)

 

 

12,490

 

 

 

(55,915

)

 

 

(33,283

)

Comprehensive (loss) income attributable to common stockholders

 

$

(10,236

)

 

$

4,094

 

 

$

(23,974

)

 

$

(27,669

)

 

 


 

AST SPACEMOBILE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss before allocation to noncontrolling interest

 

 

$

(78,024

)

 

$

(60,458

)

Adjustments to reconcile net loss before noncontrolling interest to cash
used in operating activities:

 

 

 

 

 

 

 

Gain on sale of Nano

 

 

 

(24,646

)

 

 

-

 

Depreciation and amortization

 

 

 

3,457

 

 

 

2,049

 

(Gain) loss on remeasurement of warrant liabilities

 

 

 

(1,669

)

 

 

2,276

 

Non-cash lease expense

 

 

 

364

 

 

 

505

 

Stock-based compensation

 

 

 

7,093

 

 

 

1,899

 

Issuance of common stock for commitment shares

 

 

 

332

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

 

(2,241

)

 

 

710

 

Prepaid expenses and other current assets

 

 

 

(20,444

)

 

 

(2,700

)

Inventory

 

 

 

(2,461

)

 

 

(282

)

Accounts payable and accrued expenses

 

 

 

12,259

 

 

 

(1,069

)

Operating lease liabilities

 

 

 

(323

)

 

 

(354

)

Deferred revenue

 

 

 

2,395

 

 

 

1,662

 

Other assets and liabilities

 

 

 

(17,516

)

 

 

(2,850

)

Net cash used in operating activities

 

 

 

(121,424

)

 

 

(58,612

)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

 

(20,685

)

 

 

(11,293

)

BlueWalker 3 satellite - construction in process

 

 

 

(25,165

)

 

 

(29,201

)

Proceeds from sale of Nano, net of cash deconsolidated and transaction costs

 

 

 

26,036

 

 

 

-

 

Net cash used in investing activities

 

 

 

(19,814

)

 

 

(40,494

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

 

16,994

 

 

 

-

 

Proceeds from business combination

 

 

 

-

 

 

 

456,420

 

Direct and incremental costs incurred for the Business Combination

 

 

 

-

 

 

 

(39,542

)

Issuance of incentive units under employee stock plan

 

 

 

60

 

 

 

 

Warrant exercises

 

 

 

14

 

 

 

-

 

Proceeds from debt

 

 

 

230

 

 

 

-

 

Net cash provided by financing activities

 

 

 

17,298

 

 

 

416,878

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

(1,068

)

 

 

(159

)

 

 

 

 

 

 

 

 

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

 

(125,008

)

 

 

317,613

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

 

324,537

 

 

 

42,777

 

Cash, cash equivalents and restricted cash, end of period

 

 

$

199,529

 

 

$

360,390

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

Purchases of construction in process in accounts payable

 

 

$

3,966

 

 

$

2,266

 

Purchases of property and equipment in accounts payable

 

 

 

755

 

 

 

1,306

 

Right-of-use assets obtained in exchange for operating lease liabilities

 

 

 

1,129

 

 

 

-

 

 

 

 

 

 


Slide 1

Transforming how the world connects Business Update – Third Quarter 2022 November 14, 2022 NASDAQ: ASTS


Slide 2

ast-science.com Forward Looking Statements The information in this presentation and the oral statements made in connection therewith includes “forward-looking statements” for the purposes of federal securities laws that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact in this presentation and the oral statements made in connection therewith regarding AST SpaceMobile, Inc.’s, collectively with its subsidiaries (“SpaceMobile” or the “Company”), financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors contained in AST SpaceMobile’s Annual Report on Form 10-K, filed with the SEC on March 31, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures Adjusted operating expense is an alternative financial measure used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expense as Total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We believe Adjusted operating expenses is a useful measure across time in evaluating the Company's operating performance as we use Adjusted operating expenses to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expense is a non-GAAP financial measure that has no standardized meaning prescribed by U.S. GAAP, and therefore has limits in its usefulness to investors. Because of the non-standardized definition, it may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. This measure is not, and should not be viewed as, a substitute for its most directly comparable GAAP measure of Total operating expenses. Industry and Market Data This presentation includes market data and other statistical information from sources believed to be reliable, including independent industry publications, governmental publications or other published independent sources. Although AST SpaceMobile believes these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. Trademarks and Trade Names AST SpaceMobile owns or has rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with AST SpaceMobile, or an endorsement or sponsorship by or of AST SpaceMobile. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that AST SpaceMobile will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.


Slide 3

Q3 2022 update AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's five billion mobile subscribers and finally bring broadband to the billions who remain unconnected.


Slide 4

Technology and industrialization update


Slide 5

Third quarter 2022 financial metrics Adj. Operating Expenses 1 Liquidity 3 $mm $mm See the next slide for a reconciliation. Adjusted operating expenses is equal to total operating expense less non-cash operating expense such as depreciation and amortization and stock based-compensation expense. Depreciation and amortization for the three months ended September 30, 2022 and June 30, 2022 was $1.2 million and $1.2 million, respectively. Stock-based compensation for the three months ended September 30, 2022 and June 30, 2022 consisted of $1.3 million and $1.0 million of engineering services expense and $1.1 million and $1.5 million of general and administrative costs, respectively. Capital expenditure as of September 30, 2022, June 30, 2022 and March 31, 2022 was $92.1 million, $86.6 million, and $82.7 million for the BlueWalker 3 satellite and $43.5 million, $37.7 million, and $32.2 million of Property and equipment, net, respectively. Cash Position as of September 30, 2022 and June 30, 2022 includes $0.7 million and $0.0 million of restricted cash, respectively. Capital Expenditures 2 $mm +$4.4 +$0.2 +$2.2 +$6.8 +$1.6 +$0.3 +$1.9


Slide 6

Reconciliation to non-GAAP measures – adj. operating expenses Adj. operating expenses – 3 months ended Stock-based compensation for the three months ended September 30, 2022, June 30, 2022, and September 30, 2021 consisted of $1.3 million, $1.0, and $0.5 million of engineering services expense and $1.1 million, $1.5, and $0.8 million of general and administrative costs, respectively. Stock-based compensation for the nine months ended September 30, 2022 and 2021 consisted of $3.5 million and $1.1 million of engineering services expense and $3.5 million and $0.8 million of general and administrative costs, respectively. ($ in thousands)  Sept 30, ’22 June 30, ’22 Sept 30, ’21 Engineering services 14,492 11,999 8,026 General and administrative costs 12,916 13,075 9,331 Research and development costs 13,543 9,145 4,888 Depreciation and amortization 1,172 1,185 867 Total operating expenses 42,123 35,404 23,112 Less: Depreciation and amortization (1,172) (1,185) (867) Less: Stock-based Compensation Expense 1 (2,399) (2,440) (1,301) Total adj. operating expenses 38,552 31,779 20,944 Adj. operating expenses – 9 months ended ($ in thousands)  Sept 30, ’22 Sept 30, ’21 Engineering services 38,208 18,757 General and administrative costs 37,634 24,031 Research and development costs 30,969 15,491 Depreciation and amortization 3,457 2,049 Total operating expenses 110,268 60,328 Less: Depreciation and amortization (3,457) (2,049) Less: Stock-based Compensation Expense 2 (7,093) (1,899) Total adj. operating expenses 99,718 56,380


Slide 7

NASDAQ: ASTS