AST SpaceMobile, Inc. [ASTSW] Filings

10-Q 1 asts-20220930.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39040

AST SPACEMOBILE, INC.

(Exact name of registrant as specified in its charter)

Delaware

84-2027232

(State or other jurisdiction of 
incorporation or organization)

(I.R.S. Employer 
Identification No.)


Midland Intl. Air & Space Port
2901 Enterprise Lane Midland, Texas		79706
(Address of principal executive offices)		(Zip Code)

(432) 276-3966

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 11, 2022 there were 55,391,978 shares of Class A common stock, $0.0001 per value, 51,636,922 shares of Class B common stock, $0.0001 par value, and 78,163,078 shares of Class C common stock, $0.0001 par value, issued and outstanding.

AST SPACEMOBILE, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information		1
Item 1. Interim Financial Statements		1
Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (Unaudited)		1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (Unaudited)		2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 and 2021 (Unaudited)		3
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 (Unaudited)		4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		38
Item 4. Controls and Procedures		38
Part II. Other Information		39
Item 1. Legal Proceedings		39
Item 1A. Risk Factors		39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 3. Defaults Upon Senior Securities		39
Item 4. Mine Safety Disclosures		39
Item 5. Other Information		39
Item 6. Exhibits		40
Part III. Signatures		41

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.


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 (Note 7)

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.

See accompanying notes to the condensed consolidated financial statements


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. Refer to Note 15 for further information.

See accompanying notes to the 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	)


See accompanying notes to the condensed consolidated financial statements


AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(dollars in thousands, except share data)
Three Months Ended September 30, 2022
	Class A Common Stock				Class B Common Stock				Class C Common Stock				Additional			Accumulated Other
	Shares		Values		Shares		Values		Shares		Values		Paid-in Capital			Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest			Total Equity

Balance, June 30, 2022		51,945,785	$	5		51,636,922	$	5		78,163,078	$	8	$	175,400		$	(526	)	$	(84,106	)	$	219,488		$	310,274
Stock-based compensation		-		-		-		-		-		-		2,217			-			-			182			2,399
Issuance of common stock in connection with common stock purchase agreement and equity distribution agreement		2,301,013		-		-		-		-		-		8,132			-			-			10,089			18,221
Issuance of incentive units under employee stock plan		-												-						-			30			30
Vesting of restricted stock units		121,398		-		-		-		-		-		(331	)		-			-			(86	)		(417	)
Warrant exercise		1,100												17						-			(2	)		15
Deconsolidation of subsidiary		-												-			725						(1,251	)		(526	)
Foreign currency translation adjustments		-		-		-		-		-		-		-			(470	)		-			(797	)		(1,267	)
Net loss		-		-		-		-		-

AST SpaceMobile, Inc. [ASTSW] Filings
AST SpaceMobile, Inc. [ASTS] Filings
10-Q	[2022-11-14]
10-Q	[2022-08-15]
10-Q	[2022-05-16]
S-1	[2022-05-09]
10-K	[2022-03-31]
10-Q	[2021-11-15]
10-Q	[2021-08-16]
S-1	[2021-06-25]
10-Q	[2021-05-18]
S-1	[2021-05-06]
10-K	[2021-03-01]
10-Q	[2020-11-13]
10-Q	[2020-08-13]
10-Q	[2020-05-14]
10-K	[2020-03-30]
10-Q	[2019-11-08]
S-1	[2019-08-23]

AST SpaceMobile, Inc. [ASTSW] Filings

AST SpaceMobile, Inc. [ASTS] Filings