Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39679 | |
Entity Registrant Name | Airspan Networks Holdings Inc. | |
Entity Central Index Key | 0001823882 | |
Entity Tax Identification Number | 85-2642786 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 777 Yamato Road | |
Entity Address, Address Line Two | Suite 310 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | (561) | |
Local Phone Number | 893-8670 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,024,437 | |
Common stock, par value $0.0001 per share | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | MIMO | |
Security Exchange Name | NYSEAMER | |
Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | MIMO WS | |
Security Exchange Name | NYSEAMER | |
Warrants, exercisable for shares of common stock at an exercise price of $12.50 per share | ||
Title of 12(b) Security | Warrants, exercisable for shares of common stock at an exercise price of $12.50 per share | |
Trading Symbol | MIMO WSA | |
Security Exchange Name | NYSEAMER | |
Warrants, exercisable for shares of common stock at an exercise price of $15.00 per share | ||
Title of 12(b) Security | Warrants, exercisable for shares of common stock at an exercise price of $15.00 per share | |
Trading Symbol | MIMO WSB | |
Security Exchange Name | NYSEAMER | |
Warrants, exercisable for shares of common stock at an exercise price of $17.50 per share | ||
Title of 12(b) Security | Warrants, exercisable for shares of common stock at an exercise price of $17.50 per share | |
Trading Symbol | MIMO WSC | |
Security Exchange Name | NYSEAMER |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 85,058 | $ 18,196 | |
Restricted cash | 186 | 422 | |
Accounts receivable, net of allowance of $243 and $374 at September 30, 2021 and December 31, 2020, respectively | 53,438 | 71,621 | |
Inventory | 13,976 | 12,019 | |
Prepaid expenses and other current assets | 11,738 | 7,602 | |
Total current assets | 164,396 | 109,860 | |
Property, plant and equipment, net | 6,900 | 4,833 | |
Goodwill | 13,641 | 13,641 | |
Intangible assets, net | 6,732 | 7,629 | |
Right- of- use assets, net | 7,144 | 7,882 | |
Other non-current assets | 3,831 | 3,837 | |
Total assets | 202,644 | 147,682 | |
Current liabilities: | |||
Accounts payable | 24,700 | 36,849 | |
Deferred revenue | 5,045 | 7,521 | |
Other accrued expenses | 28,137 | 22,538 | |
Subordinated debt | [1] | 10,445 | 10,065 |
Current portion of long-term debt | 281 | 298 | |
Total current liabilities | 68,608 | 77,271 | |
Long-term debt | 2,087 | ||
Subordinated term loan - related party | 37,149 | 34,756 | |
Senior term loan | 39,978 | 36,834 | |
Convertible debt | 40,748 | ||
Other long-term liabilities | 22,230 | 17,147 | |
Total liabilities | 208,713 | 168,095 | |
Commitments and contingencies (Note 13) | |||
Stockholders’ deficit: | |||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 72,024,437 and 59,710,047 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 7 | 6 | |
Additional paid-in capital | 740,169 | 674,906 | |
Accumulated deficit | (746,245) | (695,325) | |
Total stockholders’ deficit | (6,069) | (20,413) | |
Total liabilities and stockholders’ deficit | $ 202,644 | $ 147,682 | |
[1] | As of September 30, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 12.8%, 18.6% and 17.7%, respectively. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $ 4.7 1.4 37.9 12.80 17.05 16.57 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance | $ 243 | $ 374 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 250,000,000 | 250,000,000 |
Common stock, Shares issued | 72,024,437 | 59,710,047 |
Common stock, Shares outstanding | 72,024,437 | 59,710,047 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 38,923 | $ 36,038 | $ 126,906 | $ 91,409 |
Cost of revenues: | ||||
Total cost of revenues | 21,815 | 18,693 | 69,626 | 44,625 |
Gross profit | 17,108 | 17,345 | 57,280 | 46,784 |
Operating expenses: | ||||
Research and development | 17,529 | 13,239 | 47,427 | 38,952 |
Sales and marketing | 10,315 | 7,051 | 25,157 | 21,464 |
General and administrative | 19,347 | 4,043 | 28,247 | 11,990 |
Amortization of intangibles | 299 | 596 | 897 | 1,374 |
Loss on sale of assets | 22 | |||
Total operating expenses | 47,490 | 24,929 | 101,728 | 73,802 |
Loss from operations | (30,382) | (7,584) | (44,448) | (27,018) |
Interest expense, net | (3,630) | (1,480) | (8,580) | (4,676) |
Gain on extinguishment of debt | 2,096 | |||
Other income (expense), net | 7,516 | (685) | 636 | (1,925) |
Loss before income taxes | (26,496) | (9,749) | (50,296) | (33,619) |
Income tax expense | (457) | (172) | (624) | (370) |
Net loss | $ (26,953) | $ (9,921) | $ (50,920) | $ (33,989) |
Loss per share - basic and diluted | $ (0.41) | $ (0.17) | $ (0.82) | $ (0.57) |
Weighted average shares outstanding - basic and diluted | 66,276,223 | 59,710,047 | 61,923,661 | 59,710,047 |
Products And Software Licenses [Member] | ||||
Revenues: | ||||
Total revenues | $ 32,447 | $ 25,227 | $ 106,487 | $ 60,520 |
Cost of revenues: | ||||
Total cost of revenues | 20,990 | 17,344 | 66,605 | 41,179 |
Maintenance Warranty And Services [Member] | ||||
Revenues: | ||||
Total revenues | 6,476 | 10,811 | 20,419 | 30,889 |
Cost of revenues: | ||||
Total cost of revenues | $ 825 | $ 1,349 | $ 3,021 | $ 3,446 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT - USD ($) shares in Thousands, $ in Thousands | Total Mezzanine Equity [Member] | Convertible Preferred Stock Series B Shares [Member] | Convertible Preferred Stock Series B 1 Shares [Member] | Convertible Preferred Stock Series C Shares [Member] | Convertible Preferred Stock Series C 1 Shares [Member] | Convertible Preferred Stock Series D Shares [Member] | Convertible Preferred Stock Series D 1 Shares [Member] | Convertible Preferred Stock Series D 2 Shares [Member] | Convertible Preferred Stock Series E Shares [Member] | Convertible Preferred Stock Series E 1 Shares [Member] | Convertible Preferred Stock Series F Shares [Member] | Convertible Preferred Stock Series F 1 Shares [Member] | Convertible Preferred Stock Series G Shares [Member] | Convertible Preferred Stock Series H Shares [Member] | Convertible Preferred Stock Total Shares [Member] | Legacy Airspan Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Common Shares [Member] | Common B Shares [Member] |
Balance at December 31, 2019, effect of Business Combination (Note 3) at Dec. 31, 2018 | $ 309,923 | $ 308,788 | $ (669,682) | $ (360,894) | ||||||||||||||||||
Balance at beginning, shares at Dec. 31, 2018 | 72,123 | 416,667 | 1,450,993 | 325,203 | 615,231 | 393,511 | 352,076 | 46,325 | 3,672,129 | 202,582 | 466,952 | |||||||||||
Retrospective application of the recapitalization due to the Business Combination (Note 3) | (309,923) | $ 6 | 363,475 | 363,481 | ||||||||||||||||||
Retrospective application of the recapitalization due to the Business Combination, shares | (72,123) | (416,667) | (1,450,993) | (325,203) | (615,231) | (393,511) | (352,076) | (46,325) | (3,672,129) | 59,710,047 | (202,582) | (466,952) | ||||||||||
Ending balance, value at Dec. 31, 2019 | 363,481 | 311,431 | (695,325) | (383,894) | ||||||||||||||||||
Balance at ending, shares at Dec. 31, 2019 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 168,288 | 4,581,404 | 202,582 | 466,952 | ||||||||
Balance at December 31, 2019, effect of Business Combination (Note 3) at Dec. 31, 2019 | $ 6 | 672,263 | (669,682) | 2,587 | ||||||||||||||||||
Balance at beginning, shares at Dec. 31, 2019 | 59,710,047 | |||||||||||||||||||||
Net loss | (13,015) | (13,015) | ||||||||||||||||||||
Ending balance, value at Mar. 31, 2020 | $ 6 | 672,755 | (682,697) | (9,936) | ||||||||||||||||||
Balance at ending, shares at Mar. 31, 2020 | 59,710,047 | |||||||||||||||||||||
Share-based compensation expense | 492 | 492 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 363,481 | 311,431 | (695,325) | (383,894) | ||||||||||||||||||
Balance at ending, shares at Dec. 31, 2019 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 168,288 | 4,581,404 | 202,582 | 466,952 | ||||||||
Balance at December 31, 2019, effect of Business Combination (Note 3) at Dec. 31, 2019 | $ 6 | 672,263 | (669,682) | 2,587 | ||||||||||||||||||
Balance at beginning, shares at Dec. 31, 2019 | 59,710,047 | |||||||||||||||||||||
Net loss | (33,989) | |||||||||||||||||||||
Ending balance, value at Sep. 30, 2020 | $ 6 | 673,745 | (703,671) | (29,920) | ||||||||||||||||||
Balance at ending, shares at Sep. 30, 2020 | 59,710,047 | |||||||||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 363,481 | 311,431 | (695,325) | (383,894) | ||||||||||||||||||
Balance at ending, shares at Dec. 31, 2019 | 72,123 | 416,667 | 1,080,993 | 325,203 | 370,000 | 615,231 | 393,511 | 352,076 | 46,325 | 740,987 | 168,288 | 4,581,404 | 202,582 | 466,952 | ||||||||
Balance at December 31, 2019, effect of Business Combination (Note 3) at Dec. 31, 2019 | $ 6 | 672,263 | (669,682) | 2,587 | ||||||||||||||||||
Balance at beginning, shares at Dec. 31, 2019 | 59,710,047 | |||||||||||||||||||||
Retrospective application of the recapitalization due to the Business Combination (Note 3) | (363,481) | $ 6 | 363,475 | 363,481 | ||||||||||||||||||
Retrospective application of the recapitalization due to the Business Combination, shares | (72,123) | (416,667) | (1,080,993) | (325,203) | (370,000) | (615,231) | (393,511) | (352,076) | (46,325) | (740,987) | (168,288) | (4,581,404) | 59,710,047 | (202,582) | (466,952) | |||||||
Ending balance, value at Dec. 31, 2020 | $ 6 | 674,906 | (695,325) | (20,413) | ||||||||||||||||||
Balance at ending, shares at Dec. 31, 2020 | ||||||||||||||||||||||
Beginning balance, value at Mar. 31, 2020 | $ 6 | 672,755 | (682,697) | (9,936) | ||||||||||||||||||
Balance at ending, shares at Mar. 31, 2020 | 59,710,047 | |||||||||||||||||||||
Net loss | (11,053) | (11,053) | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2020 | $ 6 | 673,250 | (693,750) | (20,494) | ||||||||||||||||||
Balance at ending, shares at Jun. 30, 2020 | 59,710,047 | |||||||||||||||||||||
Share-based compensation expense | 495 | 495 | ||||||||||||||||||||
Net loss | (9,921) | (9,921) | ||||||||||||||||||||
Ending balance, value at Sep. 30, 2020 | $ 6 | 673,745 | (703,671) | (29,920) | ||||||||||||||||||
Balance at ending, shares at Sep. 30, 2020 | 59,710,047 | |||||||||||||||||||||
Share-based compensation expense | 495 | 495 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2020 | 6 | 674,906 | (695,325) | (20,413) | ||||||||||||||||||
Balance at ending, shares at Dec. 31, 2020 | ||||||||||||||||||||||
Net loss | (13,549) | (13,549) | ||||||||||||||||||||
Ending balance, value at Mar. 31, 2021 | $ 6 | 676,220 | (708,874) | (32,648) | ||||||||||||||||||
Balance at ending, shares at Mar. 31, 2021 | 59,710,047 | |||||||||||||||||||||
Share-based compensation expense | 661 | 661 | ||||||||||||||||||||
Issuance of Series H preferred stock, net of issuance costs | 653 | 653 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2020 | 6 | 674,906 | (695,325) | (20,413) | ||||||||||||||||||
Balance at ending, shares at Dec. 31, 2020 | ||||||||||||||||||||||
Net loss | (50,920) | |||||||||||||||||||||
Ending balance, value at Sep. 30, 2021 | $ 7 | 740,169 | (746,245) | (6,069) | ||||||||||||||||||
Balance at ending, shares at Sep. 30, 2021 | 72,024,437 | |||||||||||||||||||||
Beginning balance, value at Mar. 31, 2021 | $ 6 | 676,220 | (708,874) | (32,648) | ||||||||||||||||||
Balance at ending, shares at Mar. 31, 2021 | 59,710,047 | |||||||||||||||||||||
Net loss | (10,418) | (10,418) | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2021 | $ 6 | 677,117 | (719,292) | (42,169) | ||||||||||||||||||
Balance at ending, shares at Jun. 30, 2021 | 59,724,324 | |||||||||||||||||||||
Exercise of common stock options | 69 | $ 69 | ||||||||||||||||||||
Exercise of common stock options, shares | 14,277 | |||||||||||||||||||||
Share-based compensation expense | 828 | $ 828 | ||||||||||||||||||||
Net loss | (26,953) | (26,953) | ||||||||||||||||||||
Ending balance, value at Sep. 30, 2021 | $ 7 | 740,169 | (746,245) | (6,069) | ||||||||||||||||||
Balance at ending, shares at Sep. 30, 2021 | 72,024,437 | |||||||||||||||||||||
Exercise of common stock options | 10 | $ 10 | ||||||||||||||||||||
Exercise of common stock options, shares | 2,162 | |||||||||||||||||||||
Extinguishment of pre-combination warrant liability in connection with the Reverse Recapitalization | 10,284 | $ 10,284 | ||||||||||||||||||||
Business Combination and PIPE financing, net of redemptions and equity issuance costs of $26.2 million | 1 | 52,097 | $ 52,098 | |||||||||||||||||||
Business Combination and PIPE financing, net of redemptions and equity issuance costs of $26.2 million, shares | 12,297,951 | |||||||||||||||||||||
Share-based compensation expense | $ 661 | $ 661 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (50,920) | $ (33,989) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,117 | 3,624 |
Foreign exchange (gain) loss on long-term debt | (8) | 12 |
Bad debt expense | 182 | |
Gain on extinguishment of debt | (2,096) | |
Change in fair value of warrants and derivatives | (7,045) | 1,756 |
Share-based compensation | 2,150 | 1,482 |
Total adjustments | (3,700) | 6,874 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 18,001 | 7,480 |
(Increase) decrease in inventory | (1,957) | 4,679 |
(Increase) decrease in prepaid expenses and other current assets | (452) | 836 |
Decrease in other operating assets | 6 | 86 |
(Decrease) in accounts payable | (15,799) | (6,238) |
(Decrease) increase in deferred revenue | (2,476) | 568 |
Increase in other accrued expenses | 5,599 | 483 |
Increase in other long-term liabilities | 468 | 1,086 |
Increase in accrued interest on long-term debt | 5,917 | 2,677 |
Net cash used in operating activities | (45,313) | (15,458) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (4,287) | (1,159) |
Net cash used in investing activities | (4,287) | (1,159) |
Cash flows from financing activities: | ||
Repayments under line of credit, net | (237) | |
Borrowings under other long-term debt | 2,073 | |
Proceeds from the Business Combination, issuance of convertible debt and PIPE financing, net of issuance costs paid | 115,501 | |
Proceeds from the exercise of stock options | 78 | |
Proceeds from the sale of Series G stock, net | 21,913 | |
Proceeds from the sale of Series H stock, net | 505 | |
Proceeds from the issuance of Series H warrants | 142 | |
Net cash provided by financing activities | 116,226 | 23,749 |
Net increase in cash, cash equivalents and restricted cash | 66,626 | 7,132 |
Cash, cash equivalents and restricted cash, beginning of year | 18,618 | 3,013 |
Cash, cash equivalents and restricted cash, end of period | 85,244 | 10,145 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 8,045 | 4,623 |
Cash paid for income taxes | 552 | 394 |
Supplemental disclosure of non-cash financing activities: | ||
Reclassification of redeemable convertible preferred stock warrants to common stock | 10,284 | |
Non-cash net liabilities assumed from business combination | $ 38 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND BASIS OF PRESENTATION | 1. BUSINESS AND BASIS OF PRESENTATION Business On August 13, 2021 (the “Closing”), Airspan Networks Holdings Inc. (formerly New Beginnings Acquisition Corp.) (the “Company”) consummated its previously announced business combination transaction (the “Business Combination”) pursuant to the business combination agreement (the “Business Combination Agreement”), dated March 8, 2021, by and among the Company, Artemis Merger Sub Corp., a Delaware corporation (“Merger Sub”) and wholly-owned direct subsidiary of the Company, and Airspan Networks Inc., a Delaware corporation (“Legacy Airspan”) (See Note 3). In connection with the closing of the Business Combination, the Company changed its name to The Company designs and produces wireless network equipment for 4G and 5G networks for both mainstream public telecommunications service providers and private network implementations. Airspan provides Radio Access Network (“RAN”) products based on Open Virtualized Cloud Native Architectures, that support technologies including 5G new radio (“5G NR”) and Long Term Evolution (“LTE”), and Fixed Wireless standards, operating in licensed, lightly-licensed and unlicensed frequencies. The market for the Company’s wireless systems includes mobile carriers, other public network operators and private and government network operators for command and control in industrial and public safety applications such as smart utilities, defense, transportation, mining and oil and gas. The Company’s strategy applies the same network technology across all addressable sectors. The Company’s main operations are in Slough, United Kingdom (“U.K.”); Mumbai and Bangalore, India; Tokyo, Japan; Airport City, Israel; Santa Clara, California; and the Company’s corporate headquarters are in the United States (“U.S.”) in Boca Raton, Florida. Basis of Presentation and Principles of Consolidation The accompanying condensed financial statements include the accounts of the Company, its wholly-owned subsidiaries and Airspan IP Holdco LLC (“Holdco”) – 99.8% owned by Airspan. Non-controlling interest in the results of operations of consolidated subsidiaries represents the minority equity holders’ share of the profit or loss of Holdco. The non-controlling interest in net assets of this subsidiary, and the net income or loss attributable to the non-controlling interest, were not recorded by the Company as they are considered immaterial. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s interim condensed consolidated financial statements and related notes are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim financial statements have been included. The results reported in these interim financial statements are not necessarily indicative of the results that may be reported for the entire year. Certain information and footnote disclosures required by GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2020, and Legacy Airspan’s financial statements as of and for the year ended December 31, 2020, included in the Company’s Form S-4 registration statement (File No. 333-256137) which is available on EDGAR. Liquidity The Company has historically incurred losses from operations. In the past, these losses have been financed through cash on hand or capital raising activities including borrowings or the sale of newly issued shares. The Company had $ 164.4 68.6 45,313 Going concern The accompanying condensed consolidated financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern. As discussed in Notes 9 and 10 to the financial statements, the Company’s Convertible Notes and senior term loans require certain prospective financial covenants to be met. The Company’s business plan for 2021 and first half of 2022 contemplates increased revenue and reduced operating losses to achieve satisfaction of the financial covenants. Given the continued uncertainty in the global markets, in the event that the Company was unable to achieve these prospective covenants, the Company’s senior term loan (see Note 9) and the subordinated loan (see Note 8) could become due prior to the maturity date. As of September 30, 2021, the Company was not in compliance with the respective covenants of both the Convertible Notes and senior term loans; however, the Company was granted a waiver from compliance for these covenants as of September 30, 2021 and prospectively for December 31, 2021. In order to address the need to satisfy the Company’s continuing obligations and realize its long-term strategy, management has taken several steps and is considering additional actions to improve its operating and financial results, which the Company expects will be sufficient to meet the prospective covenants of the Company’s Convertible Notes and senior term loan and provide the ability to continue as a going concern, including the following: ● focusing the Company’s efforts to increase sales in additional geographic markets; ● continuing to develop 5G product offerings that will expand the market for the Company’s products; and ● continuing to evaluate and implement cost reduction initiatives to reduce non-strategic costs in operations and expand the Company’s labor force in lower cost geographies. COVID-19 Update The spread of COVID-19, a novel strain of coronavirus, has and continues to alter the behavior of business and people in a manner that is having negative effects on local, regional and global economies. The COVID-19 pandemic continues to have an impact with short-term disruptions on our supply chains, as governments take robust actions to minimize the spread of localized COVID-19 outbreaks. The continued impact on our supply chains has caused delayed production and fulfilment of customer orders, disruptions and delays of logistics and increased logistic costs. As a further consequence of the COVID-19 pandemic, component lead times have extended as demand outstrips supply on certain components, including semiconductors, and has caused the costs of components to increase. These extended lead times have caused us to extend our forecast horizon with our contract manufacturing partners and has increased the risk of supply delays. The Company cannot at this time accurately predict what effects, or their extent, the coronavirus outbreak will have on the remainder of its 2021 and 2022 operating results, due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, component shortages and increased component costs, the length of voluntary business closures, and governmental actions taken in response to the outbreak. More generally, the widespread health crisis has and may continue to adversely affect the global economy, resulting in an economic downturn that could affect demand for our products and therefore impact the Company’s results. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity, or remaining maturity when acquired, of three months or less to be cash equivalents. Cash and cash equivalents are all maintained in bank accounts. Schedule of cash and cash equivalents September 30, 2021 2020 Cash and cash equivalents $ 85,058 $ 10,007 Restricted cash 186 138 Total cash, cash equivalents and restricted cash $ 85,244 $ 10,145 Restricted cash consists of cash on deposit and cash pledged as collateral to secure the guarantees described in Note 9. The cash on deposit balance reflects the remaining balance available of the senior term loan (see Note 9) that is solely for the purpose of financing the manufacture of products for a specific customer’s network. Restricted cash balances were as follows (in thousands): Schedule of restricted cash September 30, 2021 December 31, 2020 Customer and supplier guarantees $ 176 $ 298 Landlord guarantees 10 124 Total $ 186 $ 422 Accounts receivable Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at the invoiced amount and do not bear interest. Receivables are recorded net of the allowance for doubtful accounts in the accompanying condensed consolidated balance sheets. The Company evaluates the collectability of its accounts receivable based on a combination of factors, such as historical experience, credit quality, country risk, current level of business, age of the accounts receivable and current economic conditions. The Company regularly analyzes its customer accounts overdue more than 90 days and when it becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance to reduce the related receivable to the amount it reasonably believes to be collectible. When collection efforts cease or collection is considered remote, the account and related allowance are written off. Inventory Inventory is stated at the lower of cost or net realizable value under the average cost method. Cost includes all costs incurred in bringing each product to its present location and condition. We record inventory write-downs to net realizable value through an allowance for obsolete and slow-moving items based on inventory turnover trends and historical experience. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of general and administrative expenses in the consolidated statements of operations. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, based on prices prevailing at the date of acquisition of each asset evenly over its expected useful life, as follows: ● Plant, machinery and equipment — over 2 5 ● Furniture and fixtures — over 4 5 ● Leasehold improvements — over lesser of the minimum lease term or the useful life Goodwill Goodwill is the result of a business combination that occurred in 2018. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized, rather, an impairment test is conducted on an annual basis, or more frequently if indicators of impairment are present, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we compare the fair value with its carrying amount. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. The Company’s annual assessment date is December 31. Based on the results of the assessments performed, no indicators of impairment were noted. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill were recognized during all periods presented in the condensed consolidated financial statements. Intangible assets, net The Company’s intangible assets are primarily the result of business combinations and include acquired developed technology, customer relationships, trademarks and non-compete agreements. These are amortized utilizing a straight line method over their estimated useful lives. When establishing useful lives, the Company considers the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with the Company’s finite-lived intangible assets. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of long-lived assets.” Impairment of long-lived assets The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No impairments were recorded during the three and nine months ended September 30, 2021 and 2020. Other non-current assets Other non-current assets represent the value of funded employee severance benefit accounts and deposits issued to landlords. Eighteen employees are entitled to one month of the employee’s current salary, multiplied by the number of years of employment. The Company accrues a liability for this obligation and funds an employee severance benefit account monthly. The deposited funds include earnings accumulated up to the balance sheet date. The deposited funds may be withdrawn by the employee only upon the fulfillment of the obligation pursuant to labor law or agreements. The value of these funds is recorded in other non-current assets and the liability is recorded in other long-term liabilities in the Company’s condensed consolidated balance sheets. Right-of-use assets and Lease liabilities The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” in 2019. This new standard establishes a right-of-use (“ROU”) model that requires the Company to recognize ROU assets and lease liabilities on the balance sheet for all leases with a term longer than 12 months at commencement of the lease. Lease payments are recognized in the condensed consolidated statements of operations on a straight-line basis over the lease term. Convertible Notes Concurrent with the Business Combination, the Company issued convertible notes. Refer to Notes 3 and 10 for further discussion on the convertible notes. The convertible notes are accounted as a liability under the traditional convertible debt model and measured at amortized cost under Accounting Standard Codification (“ASC”) 470-20. The Company accounts for the embedded derivatives at fair value under ASC 815, Derivatives and Hedging The Company evaluated the guidance in ASC 815 and concluded the conversion option is not considered indexed to the Company’s own stock. As a result, the redemption feature and conversion option were bifurcated from the Convertible Notes and are separately measured at fair value at each reporting period within other long-term liabilities in the Condensed Consolidated Balance Sheets with changes in their respective fair values recognized in other income (expense), net within the Condensed Consolidated Statements of Operations. Common Stock Warrants and Post-Combination Warrants The Company (then known as New Beginnings Acquisition Corp.) issued 11,500,000 545,000 11.50 12,045,000 At Closing of the Business Combination, the Company issued Post-Combination Warrants (as defined below) exercisable for 9,000,000 shares of Company Common Stock. The Post-Combination Warrants include: (i) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $12.50 per share (the “Post-Combination $12.50 Warrants”); (ii) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $15.00 per share (the “Post-Combination $15.00 Warrants”); and (iii) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $17.50 per share (the “Post-Combination $17.50 Warrants” and the Post-Combination $17.50 Warrants, together with the Post-Combination $12.50 Warrants and Post-Combination $15.00 Warrants, the “Post-Combination Warrants”). As of September 30, 2021, there were 3,000,000 Post-Combination $12.50 Warrants, 3,000,000 Post-Combination $15.00 Warrants, and 3,000,000 Post-Combination $17.50 Warrants outstanding. The Post-Combination Warrants may only be exercised during the period commencing on the Closing and terminating on the earlier of (i) two years following the date of the Closing and (ii) the redemption date, as further described in Note 14, at the exercise prices described above. The Company evaluated the Common Stock Warrants and Post-Combination Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity Revenue Recognition We derive the majority of our revenue from sales of our networking products and software licenses, with the remaining revenue generated from service fees relating to maintenance contracts, professional services and training for our products. We sell our products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of our contracts have multiple distinct performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the contracts and the customer can benefit from these individual goods or services either on their own or together with other resources that are readily available to the customer. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on its relative stand-alone selling price. The stand-alone selling prices are determined based on the prices at which we separately sell these products. For items that are not sold separately, we estimate the stand-alone selling prices using either an expected cost-plus margin or the adjusted market assessment approach depending on the nature of the specific performance obligation. For all of the Company’s product sales, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment of the product. For product sales, the Company generally does not grant return privileges, except for defective products during the warranty period. Sales taxes collected from customers are excluded from revenues. Revenue from non-recurring engineering is recognized at a point in time or over-time depending on if the customer controls the asset being created or enhanced. For new product design or software development services, the customer does not control the asset being created, the customer is not simultaneously receiving or consuming the benefits from the work performed and the work performed has alternative use to the Company. Therefore, revenue related to these projects is recognized at a point in time which is when the specified developed technology has been delivered and accepted by the customer. Revenue from professional service contracts primarily relates to training and other consulting arrangements performed by the Company for its customers. Revenues from professional services contracts provided on a time and materials basis are recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date. Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty. Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer. Payment terms to customers generally range from prepayment to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and past payment history of the customer. The Company has elected to apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the effect of a significant financing component when the period between the transfer of product and services and payment of the related consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs. The Company accounts for shipping and handling activities as a fulfilment cost rather than an additional promised service. Therefore, revenue related to shipping and handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration. Contract Balances A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations. Contract assets are included within accounts receivables and contract liabilities are included in deferred revenue in our condensed consolidated balance sheets. Costs to Obtain or Fulfill a Contract The Company capitalizes commission expenses paid to internal sales personnel and sales agent commissions that are incremental to obtaining customer contracts, for which the related revenue is recognized over a future period. These costs are incurred on initial sales of product, maintenance and professional services and maintenance and support contract renewals. The Company defers these costs and amortizes them over the period of benefit, which the Company generally considers to be the contract term or length of the longest delivery period as contract capitalization costs in the condensed consolidated balance sheets. Commissions paid relating to contract renewals are deferred and amortized on a straight-line basis over the related renewal period as commissions paid on renewals are commensurate with commissions paid on initial sales transactions. Costs to obtain or fulfil contracts were not significant for the three months ended September 30, 2021 and 2020. Costs to obtain a contract for development and engineering service contracts are expensed as incurred in accordance with the practical expedient as the contractual period of these contracts are generally one year or less. Warranty Liabilities The Company provides a limited warranty for periods, usually ranging from 12 to 24 months, to all purchasers of its new products. Warranty expense is accrued on the sale of products and is recognized as a cost of revenue. The expense is estimated based on analysis of historic costs and other relevant factors. Foreign currency The U.S. dollar is the functional currency of all of the Company’s foreign subsidiaries. Foreign currency denominated monetary assets and liabilities of subsidiaries for which the U.S. dollar is the functional currency are remeasured based on exchange rates at the end of the period. Non-monetary assets and liabilities of these operations are remeasured at historical rates in effect when the asset was recognized or the liability was incurred. Revenues and expenses for foreign entities transacted in local currency are remeasured at average exchange rates in effect during each period. The resulting remeasurement gains and losses are recognized within other income (expense), net on the Company’s condensed consolidated statements of operations. The Company recorded foreign currency losses of $ 17 2.4 0.1 Significant Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in highly rated financial instruments. The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts. The Company’s accounts receivable are derived from sales of its products and approximately 72.6 68.2 70.8 68.1 34.7 64.9 52.6 73 60.4 63.0 59.6 64.2 10 The Company received 97.6 99.1 98.3 97.8 Share-based compensation The Company estimates the fair value of share-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the condensed consolidated statements of operations over the requisite service periods. Share-based compensation expense recognized in the condensed consolidated statements of operations includes compensation expense for share-based awards granted based on the estimated grant date fair value. Compensation expense for all share-based awards is recognized using the straight-line single-option method. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. (See Note 15). Segment reporting The Company operates as a single segment, the development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources. Income taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes Accounting for Uncertainty in Income Taxes ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authorities. The Company does not have any other material uncertain tax positions. The Company recognizes accrued interest related to unrecognized tax benefits, if any, in interest expense and penalties in operating expenses. As of September 30, 2021 and December 31, 2020, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. Other taxes Taxes on the sale of products and services to U.S. customers are collected by the Company as an agent and recorded as a liability until remitted to the respective taxing authority. For sales in applicable countries outside the U.S., the Company is subject to value added tax (VAT). These taxes have been presented on a net basis in the condensed consolidated financial statements. Fair value measurements We carry certain assets and liabilities at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and Level 3 Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of assets and liabilities being measured within the fair value hierarchy. (See Note 12). Earnings (loss) per share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for each period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings (loss) per share reflects the potential dilution that could occur if outstanding stock options and warrants at the presented dates are exercised and shares of restricted stock have vested, using the treasury stock method. The potential issuance of common stock upon conversion of the Convertible Notes is evaluated under the if-converted method. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04 (amended by ASU 2019-10), “ Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) In August 2020, the FASB issued ASU 2020-06, “ Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
THE BUSINESS COMBINATION
THE BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
THE BUSINESS COMBINATION | 3. THE BUSINESS COMBINATION On August 13, 2021, the Company and Legacy Airspan completed the Business Combination, with Legacy Airspan surviving the Business Combination as a wholly owned subsidiary of the Company, and the Company was renamed Airspan Networks Holdings Inc. Cash proceeds from the Business Combination totaled approximately $ 115.5 In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Business Combination, each share of Legacy Airspan capital stock issued and outstanding immediately prior to the Closing automatically converted into and became the right to receive a specified number of shares of the Company’s Common Stock and Post-Combination Warrants. The aggregate transaction consideration paid in the Business Combination was (i) 59,426,486 shares of the Company’s Common Stock, (ii) 3,000,000 Post-Combination $12.50 Warrants, (iii) 3,000,000 Post-Combination $15.00 Warrants, (iv) 3,000,000 Post-Combination $17.50 Warrants and (v) $17,500,000 in cash. The aggregate transaction consideration was allocated among the holders of shares of Legacy Airspan capital stock (including holders of shares of Airspan capital stock issued pursuant to the net exercise of warrants to purchase Legacy Airspan capital stock and holders of shares of Legacy Airspan restricted stock), holders of Legacy Airspan stock options and participants (the “MIP Participants”) in Legacy Airspan’s Management Incentive Plan (the “MIP”). Prior to the Business Combination, the Company (then known as New Beginnings Acquisition Corp.) issued 11,500,000 Public Warrants and 545,000 Private Placement Warrants. Following the Business Combination, the Common Stock Warrants remain exercisable for Common Stock of the Company. All other features of the Common Stock Warrants remained unchanged. There were no cash obligations for the Company pertaining to these Common Stock Warrants. Prior to the consummation of the Business Combination, holders of an aggregate of 9,997,049 shares of Common Stock sold in NBA’s initial public offering exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from NBA’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.10 per share, or $101.0 million in the aggregate. At Closing, the Company filed the second amended and restated certificate of incorporation (the “Restated Certificate of Incorporation”). Among other things, the Restated Certificate of Incorporation increased the number of shares of (a) Common Stock the Company is authorized to issue from 100,000,000 shares to 250,000,000 shares and (b) preferred stock the Company is authorized to issue from 1,000,000 shares to 10,000,000 shares. In connection with the closing of the Business Combination, certain former stockholders of Legacy Airspan (the “Legacy Airspan Holders”) and certain NBA stockholders (the “Sponsor Holders”) entered into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”). Subject to certain exceptions, the Registration Rights and Lock-Up Agreement provides for 44,951,960 shares of Common Stock, as well as 2,271,026 Post-Combination $12.50 Warrants, 2,271,026 Post-Combination $15.00 Warrants and 2,271,026 Post-Combination $17.50 Warrants (and the shares of Common Stock issuable upon exercise of such Post-Combination Warrants), in each case, held by the Legacy Airspan Holders to be locked-up for a period of six months following the Closing, while the 2,750,000 shares of Common Stock held by the Sponsor Holders will be locked-up for a period of one year following the Closing, in each case subject to earlier release upon (i) the date on which the last reported sale price of the Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading period or (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the Closing that results in all of our stockholders having the right to exchange their shares of our Common Stock for cash, securities or other property. The Registration Rights and Lock-Up Agreement also provided that the Private Placement Warrants and shares of Common Stock underlying the units sold by NBA in a private placement concurrent with its initial public offering (the “Private Placement Units”), along with any shares of Common Stock underlying the Private Placement Warrants, were locked-up for a period of 30 days following the Closing so long as such securities were held by the initial purchasers of the Private Placement Units or their permitted transferees. The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Legacy Airspan issuing stock for the net assets of New Beginnings, accompanied by a recapitalization, with New Beginnings treated as the acquired company for accounting purposes. The determination of New Beginnings as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, Legacy Airspan will comprise all of the ongoing operations of the combined entity, a majority of the governing body of the combined company and Legacy Airspan’s senior management will comprise all of the senior management of the combined company. The net assets of New Beginnings were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Legacy Airspan. The shares and corresponding capital amounts and loss per share related to Legacy Airspan’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established pursuant to the Business Combination Agreement. In connection with the Business Combination, the Company incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $ 27.0 PIPE Financing Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 7,500,000 75.0 Convertible Notes Financing Concurrent with the execution of the Business Combination, the Company issued $ 50,000,000 7.0 December 30, 2024 pari passu Each Convertible Note, together with all accrued but unpaid interest, are convertible, in whole or in part, at the option of the holder, at any time prior to the payment in full of the principal amount (together with all accrued but unpaid interest thereon), into shares of Common Stock at a conversion price equal to $ 12.50 Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination as of September 30, 2021: Schedule of business combination Cash—Trust Account (net of redemptions of $101 million) $ 15,184,107 Cash—Convertible Notes Financing 48,669,322 Cash—PIPE Financing 75,000,000 Non-cash net liabilities acquired from New Beginnings (38,216 ) Add: Asset prepayments made at Closing 3,684,000 Less: Fair value of Common Stock Warrants (13,176,450 ) Less: Fair value of Post-Combination Warrants (1,980,000 ) Less: Fair value of Convertible Notes issued (48,273,641 ) Less: Underwriting fees and other issuance costs paid at Closing (23,353,127 ) Less: Other Business Combination-related costs paid prior to September 30, 2021 (3,618,792 ) Additional Paid-in-Capital from Business Combination, net of issuance costs paid $ 52,097,203 Less: Non-cash net liabilities assumed from New Beginnings 38,216 Less: Non-cash net assets assumed from New Beginnings (3,684,000 ) Add: Non-cash fair value of Common Stock Warrants 13,176,450 Add: Non-cash fair value of Post-Combination Warrants 1,980,000 Add: Non-cash fair value of Convertible Notes issued 48,273,641 Add: Other issuance costs included in accounts payable and accrued liabilities 3,618,792 Cash proceeds from the Business Combination $ 115,500,302 Summary of Shares Issued The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination: Schedule of number of shares Common Stock outstanding New Beginnings shares outstanding prior to the Business Combination 14,795,000 Less: redemption of New Beginnings shares (9,997,049 ) Shares issued pursuant to the PIPE 7,500,000 New Beginnings and PIPE shares prior to the Business Combination 12,297,951 Conversion of Legacy Airspan preferred stock 56,857,492 Conversion of Legacy Airspan common stock 1,182,912 Conversion of Legacy Airspan common restricted stock 339,134 Conversion of Legacy Airspan Class B common stock 1,340,611 Conversion of Legacy Airspan Class B restricted common stock 6,337 Total shares of Company Common Stock outstanding immediately following the Business Combination 72,024,437 The 5,815,796 1,750,000 4,257,718 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION The following is a summary of revenue by category (in thousands): Schedule of revenue Three Months Ended Nine Months Ended 2021 2020 2021 2020 Products sales $ 30,983 $ 24,617 $ 103,495 $ 58,509 Non-recurring engineering (“NRE”) 3,569 4,978 10,465 13,630 Product maintenance contracts 1,415 3,014 4,667 8,811 Professional service contracts 1,492 2,822 5,287 8,451 Software licenses 1,023 511 2,137 1,460 Other 441 96 855 548 Total revenue $ 38,923 $ 36,038 $ 126,906 $ 91,409 Revenue recognized at a point in time for NRE services amounted to $ 1.4 3.1 4.9 7.7 2.2 1.9 5.6 5.9 The opening and closing balances of our contract asset and liability balances from contracts with customers as of September 30, 2021 and December 31, 2020 were as follows: Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2020 $ 5,361 $ 7,521 Balance as of September 30, 2021 11,522 5,045 Change $ 6,161 $ (2,476 ) Revenues for the three and nine months ended September 30, 2021 and 2020, include the following: Schedule of revenues from contract liability Three Months Ended Nine Months Ended 2021 2020 2021 2020 Amounts included in the beginning of year contract liability balance $ 626 $ 541 $ 5,053 $ 2,355 Warranty Liabilities Information regarding the changes in the Company’s product warranty liabilities for the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands): Schedule of product warranty liabilities Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance, beginning of period $ 1,099 $ 967 $ 1,019 $ 981 Accruals 236 16 496 197 Settlements (139 ) (51 ) (319 ) (246 ) Balance, end of period $ 1,196 $ 932 $ 1,196 $ 932 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | 5. GOODWILL AND INTANGIBLE ASSETS, NET The Company had goodwill of $ 13.6 Intangible assets, net consists of the following (in thousands): Schedule of Intangible assets, net Weighted September 30, 2021 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,213 ) $ 5,597 Customer relationships 6 2,130 (1,005 ) 1,125 Trademarks 2 720 (720 ) - Non-compete 3 180 (170 ) 10 Total acquired intangible assets $ 10,840 $ (4,108 ) $ 6,732 Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (1,627 ) $ 6,183 Customer relationships 6 2,130 (739 ) 1,391 Trademarks 2 720 (720 ) - Non-compete 3 180 (125 ) 55 Total acquired intangible assets $ 10,840 $ (3,211 ) $ 7,629 Amortization expense related to the Company’s intangible assets amounted to $ 0.3 0.6 0.9 1.4 Estimated amortization expense for the remainder of 2021 and thereafter related to the Company’s intangible assets is as follows (in thousands): Schedule of estimated amortization expense 2021 $ 294 2022 1,136 2023 1,136 2024 1,107 2025 781 Thereafter 2,278 Total $ 6,732 |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED EXPENSES | 6. OTHER ACCRUED EXPENSES Other accrued expenses consist of the following (in thousands): Schedule of other accrued expenses September 30, December 31, Payroll and related benefits and taxes $ 9,292 $ 6,812 Royalties 2,347 3,401 Agent and sales commissions 3,889 2,501 Right-of-use lease liability, current portion 2,853 2,671 Tax liabilities 806 1,967 Product warranty liabilities 1,196 1,019 Product marketing 1,022 869 Manufacturing subcontractor costs 3,307 1,243 Legal and professional services 2,051 221 Other 1,374 1,834 Other accrued expenses $ 28,137 $ 22,538 |
SUBORDINATED DEBT
SUBORDINATED DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Brokers and Dealers [Abstract] | |
SUBORDINATED DEBT | 7. SUBORDINATED DEBT On August 6, 2015, Legacy Airspan issued Golden Wayford Limited a $ 10.0 1.0 February 16, 2016 The principal and accrued interest under the Golden Wayford Note would have been automatically converted into common shares at the time of the next equity financing and consummated prior to, on or after the maturity date (June 30, 2020). Such conversion right expired in accordance with its term. Interest accrues at 5.0 On December 30, 2020, Pacific Western Bank (“PWB”) and Ally Bank (“Ally”) assigned their interests in a loan facility under the Second Amended and Restated Loan and Security Agreement with Legacy Airspan (the “PWB Facility”) to certain new lenders pursuant to an assignment agreement (the “Assignment Agreement”) and PWB entered into a resignation and assignment agreement (the “Agent Resignation Agreement”) pursuant to which PWB resigned in its capacity as agent under all of the transaction documents and DBFIP ANI LLC (“Fortress”) became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility. The Golden Wayford Note was subordinate to the PWB Facility and, after giving effect to the Assignment Agreement, the Resignation Agreement and a Reaffirmation and Omnibus Amendment, is now subordinate to the obligations under Legacy Airspan’s Assignment Agreement, Resignation and Assignment Agreement and Credit Agreement (the “Fortress Credit Agreement”) with DBFIP ANI LLC (“Fortress”) (see Note 8). A limited waiver under the Fortress Credit Agreement waives each actual and prospective default and event of default existing under the Fortress Credit Agreement directly as a result of the non-payment of the Golden Wayford Note. The Company had subordinated debt outstanding of $ 9.0 1.4 1.1 |
SUBORDINATED TERM LOAN _ RELATE
SUBORDINATED TERM LOAN – RELATED PARTY | 9 Months Ended |
Sep. 30, 2021 | |
Subordinated Term Loan Related Party | |
SUBORDINATED TERM LOAN – RELATED PARTY | 8. SUBORDINATED TERM LOAN – RELATED PARTY On February 9, 2016, Legacy Airspan entered into a $ 15.0 December 31, 2021 Prior to May 23, 2019, interest accrued at 2.475% per annum and was payable quarterly. In accordance with the amendments below, the interest rate changed as follows: (a) Amendment No. 3, on May 23, 2019, the interest rate changed to 9.0% per annum to be accrued; (b) Amendment No. 4, on March 30, 2020, the interest rate changed to 9.0% per annum through December 31, 2020 and from and after January 1, 2021, at a rate of 12.0% per annum to be accrued; and (c) Amendment No. 5, on December 30, 2020, the interest rate from January 1, 2021 and thereafter changed to 9.0% per annum to be accrued, subject to reversion to 12.0% if a condition subsequent is not satisfied. The subsequent condition was satisfied. The principal and accrued interest may be repaid early without penalty. The Company had a subordinated term loan outstanding of $ 30.0 7.1 4.8 |
SENIOR TERM LOAN
SENIOR TERM LOAN | 9 Months Ended |
Sep. 30, 2021 | |
Senior Term Loan | |
SENIOR TERM LOAN | 9. SENIOR TERM LOAN On December 30, 2020, Legacy Airspan, together with Holdco, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. as guarantors, together with the other parties thereto, entered into the Assignment Agreement, the Resignation and Assignment Agreement, and a Reaffirmation and Omnibus Amendment, the result of which was the amendment and restatement of the terms of the PWB Facility under the Fortress Credit Agreement with the new lenders as the lenders thereunder. Fortress in its capacity became the administrative agent, collateral agent and trustee for the lenders and other secured parties. At Closing, on August 13, 2021, the Company, Legacy Airspan and certain of the Company’s subsidiaries who are party to the Fortress Credit Agreement entered into a Waiver and Consent, Second Amendment, Restatement, Joinder and Omnibus Amendment to Credit Agreement and Other Loan Documents relating to the Fortress Credit Agreement with Fortress to, among other things, add the Company as a guarantor, recognize and account for the Business Combination, recognize and account for the Convertible Notes and provide updated procedures for replacement of LIBOR. The Fortress Credit Agreement initial term loan total commitment of $ 34.0 10.0 December 30, 2024 The Fortress Credit Agreement contains a prepayment premium of 5.0% if the prepayment occurs during the period from December 30, 2021 through December 29, 2022, and 3.0% if the prepayment occurs during the period from December 30, 2022 through December 29, 2023. As of September 30, 2021, the Company was not in compliance with all applicable covenants under the Fortress Credit Agreement; however, the Company was granted a waiver from compliance for these covenants as of September 30, 2021 and prospectively for December 31, 2021. The Company had a senior term loan outstanding of $ 44.0 1.8 25 |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debt | |
CONVERTIBLE DEBT | 10. CONVERTIBLE DEBT On August 13, 2021, the Company, together with Airspan Networks Inc., Holdco, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. as guarantors, and Fortress, entered into a Senior Secured Convertible Note Purchase and Guarantee Agreement (the “Fortress Convertible Note Agreement”), in order to meet the available cash requirement of the reverse recapitalization described in Note 3. The Fortress Convertible Note Agreement of $ 50.0 7.0 December 30, 2024 pari passu The following is the allocation among the freestanding instruments (in thousands) at the issuance date: Schedule of convertible notes Convertible Notes $ 41,887 Conversion option derivative 7,474 Call and contingent put derivative 639 Total Convertible Notes $ 50,000 As of September 30 2021, the Company had convertible debt outstanding as shown below (in thousands): Schedule of convertible debt September 30, Convertible Notes $ 41,887 Accrued Interest (a) 254 Subtotal 42,141 Loan discount costs (1,393 ) Total Convertible Notes $ 40,748 (a) The accrued interest will accrete to principal value by the end of the term, December 30, 2024. As of September 30, 2021, the Company was not in compliance with all applicable covenants under the Fortress Convertible Note Agreement; however, the Company was granted a waiver from compliance for these covenants as of September 30, 2021 and prospectively for December 31, 2021. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 11. LONG-TERM DEBT As of September 30, 2021 and December 31, 2020, Long-term debt consists of (in thousands): Schedule of long-term debt September 30, December 31, PPP Loan $ - $ 2,087 Finnish Funding Agency for Technology and Innovation (“Tekes”) 432 458 432 2,545 Less current portion – product development loan (281 ) (298 ) Less accrued interest on product development loan – current (151 ) (160 ) Total long-term debt $ - $ 2,087 On April 27, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), Legacy Airspan entered into a promissory note of approximately $ 2.1 1 April 27, 2022 2.1 23 At both September 30, 2021 and December 31, 2020, there were two capital loans amounting to $ 0.3 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 12. FAIR VALUE MEASUREMENTS The Company’s assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. These assets include property, plant and equipment, goodwill and intangible assets, net. The Company did not record impairment to any non-financial assets in the three and nine months ended September 30, 2021 and 2020. The Company does not have any non-financial liabilities measured and recorded at fair value on a non-recurring basis. Financial Disclosures about Fair Value of Financial Instruments The table below sets forth information related to the Company’s condensed consolidated financial instruments (in thousands): Schedule of Fair Value of Financial Instruments Level in September 30, 2021 December 31, 2020 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 85,058 $ 85,058 $ 18,196 $ 18,196 Restricted cash 1 186 186 422 422 Cash and investment in severance benefit accounts 1 3,570 3,570 3,567 3,567 Liabilities: Subordinated term loan (a) 2 $ 37,149 $ 22,798 $ 34,756 $ 24,327 Subordinated debt (a) 2 10,445 6,375 10,065 6,624 Senior term loan (a) 2 39,978 36,608 36,834 37,948 Convertible debt 2 40,748 46,362 - - Long-term debt 2 - - 2,087 2,087 Public Warrants 1 8,625 8,625 - - Warrants (b) 3 870 870 7,632 7,632 (a) As of September 30, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 12.8%, 18.6% and 17.7%, respectively. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $ 4.7 1.4 37.9 12.80 17.05 16.57 (b) As of September 30, 2021 and December 31, 2020, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s condensed consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants were as follows: Schedule of assumptions Post- Combination Private Assumptions: Stock price $ 6.68 $ 6.68 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 0.21 % 0.72 % Expected volatility 42.5 % 34.1 % Dividend yield 0.00 % 0.00 % The conversion option derivative and call and contingent put derivative are considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation. The Company utilized a binomial model to estimate the fair value of the embedded derivative features requiring bifurcation associated with the Convertible Notes payable at issuance date and as of the September 30, 2021 reporting date. The key inputs to the valuation models that were utilized to estimate the fair value of the convertible debt derivative liabilities include: Schedule of assumptions September 30, Issuance Date Assumptions: Stock price $ 6.68 $ 9.75 Conversion strike price $ 12.50 $ 12.50 Volatility 33.00 % 25.00 % Dividend yield 0.00 % 0.00 % Risk free rate 0.59 % 0.51 % Debt discount rate 12.80 % 12.80 % Coupon interest rate 7.00 % 7.00 % Face amount (in thousands) 50,000 50,000 Contingent put inputs and assumptions: Probability of fundamental change 25 % 25 % The following table presents a roll-forward of the Level 3 instruments: Schedule of warrants (in thousands) Warrants (a) Conversion option derivative Call and contingent put derivative Beginning balance, December 31, 2020 $ - $ - $ - Warrants assumed in Business Combination 2,996 Issuance of convertible note payable derivative liabilities - 7,473 639 Change in fair value (2,126 ) (4,599 ) 707 Ending balance, September 30, 2021 $ 870 $ 2,874 $ 1,346 (a) The $7,632 of Series D-1 and Series H warrants were converted as part of the Business Combination. Refer to Note 14 for roll-forward. The fair value of the Company’s cash and cash equivalents and restricted cash approximate the carrying value because of their short-term nature of these accounts. The estimated fair value of long-term debt approximated its carrying amount because based on the arrangement of the financing of the debt and pursuant to the terms of the CARES ACT, the Company applied for this debt to be forgiven by the SBA in whole or in part. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $ 86.9 Certain officers of the Company have change in control payments that they would be entitled to receive in the event of a change in control. Contingencies and Legal Proceedings From time to time, the Company receives and reviews correspondence from third parties with respect to licensing their patents and other intellectual property in connection with the sale of the Company’s products. Disputes may arise with such third parties if an agreement cannot be reached regarding the licensing of such patents or intellectual property. On October 14, 2019, Barkan Wireless IP Holdings, L.P. (“Barkan”) filed a suit against Sprint Corporation and related entities (“Sprint”) alleging patent infringement based in part on two of the Company’s products, Airave 4 and Magic Box Gold. See Barkan Wireless IP Holdings, L.P. v. Sprint Corporation et al Except as set forth above, the Company is not currently subject to any other material legal proceedings. The Company may from time to time become a party to various other legal proceedings arising in the ordinary course of its business. While the results of such claims and litigation cannot be predicted with certainty, the Company currently believes that it is not a party to any litigation the final outcome of which is likely to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows. |
COMMON STOCK AND WARRANTS
COMMON STOCK AND WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMMON STOCK AND WARRANTS | 14. COMMON STOCK AND WARRANTS Common Stock As of September 30, 2021, 260,000,000 shares, $ 0.0001 250,000,000 10,000,000 72,024,437 no Holders of our Common Stock are entitled to receive dividends when, as and if declared by the board of directors, payable either in cash, in property or in shares of capital stock. As of September 30, 2021, the Company had not declared any dividends. Legacy Airspan Warrants The Company accounted for Legacy Airspan convertible preferred stock warrants that have been earned and are exercisable into shares of Legacy Airspan’s convertible preferred stock as liabilities pursuant to ASC 480, “ Distinguishing Liabilities from Equity In January 2021 and February 2021, Legacy Airspan issued warrants for the purchase of 6,097 406 61.50 5 In June 2014, Legacy Airspan issued warrants to purchase 203,252 61.50 As of December 31, 2020, the Series D and Series H Warrants fair value were determined using a hybrid scenario approach, including a Monte Carlo simulation. The Legacy Airspan convertible preferred stock warrants were converted as part of the Closing of the Business Combination (Note 3) and ceased to exist after the Business Combination. As a result, no Legacy Airspan warrants were issued and outstanding as of September 30, 2021: Schedule of Warrants issued and outstanding Legacy Airspan Warrants Outstanding Series D Series D-1 Series H Outstanding as of December 31, 2020 203,252 162,601 139,428 Issuance of warrants – – 6,503 Warrants expired (203,252 ) – – Conversion of warrants in Business Combination – (162,601 ) (145,931 ) Outstanding as of September 30, 2021 – – – The change in fair value of the Legacy Airspan warrant liability during the nine months ending September 30, 2021 was: Schedule of fair value of warrant liability Warrant Liability (in thousands) Series D-1 Series H Total As of December 31, 2020 $ 4,109 $ 3,523 $ 7,632 Fair value of warrants at issuance – 142 142 Increase in fair value 3,541 976 4,517 Conversion of warrants in Business Combination (7,650 ) (4,641 ) (12,291 ) As of September 30, 2021 $ – $ – $ – Common Stock Warrants As of September 30, 2021, there are 12,045,000 11,500,000 545,000 As part of NBA’s initial public offering, 11,500,000 11.50 The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of the Common Stock equals or exceeds $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 the Company sends the notice of redemption to the warrant holders. Simultaneously with the Company’s initial public offering, NBA consummated a private placement of 545,000 Post-Combination Warrants As of September 30, 2021, there are 9,000,000 Post-Combination Warrants outstanding. At Closing, the Company issued Post-Combination Warrants exercisable for 9,000,000 shares of Company Common Stock. The Post-Combination Warrants include: (i) 3,000,000 Post-Combination $12.50 Warrants; (ii) 3,000,000 Post-Combination $15.00 Warrants; and (iii) 3,000,000 Post-Combination $17.50 Warrants. As of September 30, 2021, there were 3,000,000 Post-Combination $12.50 Warrants, 3,000,000 Post-Combination $15.00 Warrants, and 3,000,000 Post-Combination $17.50 Warrants outstanding. The Post-Combination Warrants may only be exercised during the period commencing on the Closing and terminating on the earlier of (i) two years following the date of the Closing and (ii) the redemption date, as further described below, for a price of $12.50 per Post-Combination $12.50 Warrant, $15.00 per Post-Combination $15.00 Warrant and $17.50 per Post-Combination $17.50 Warrant. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHARE-BASED COMPENSATION | 15. SHARE-BASED COMPENSATION Common Stock options Prior to the Business Combination, the Company maintained its 2009 Omnibus Equity Compensation Plan (the “2009 Plan”). Upon Closing of the Business Combination, awards under the 2009 Plan were converted at the exchange ratio calculated in accordance with the Business Combination Agreement and the 2021 Stock Incentive Plan (the “2021 Plan” and together with the 2009 Plan, “the Plans”) was adopted and approved. As of September 30, 2021, there were 11,781,146 The following table sets forth the activity for all Common Stock options: Schedule of common stock options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2020 5,500,135 $ 3.99 6.79 Granted (a) 445,664 6.29 Exercised (16,439 ) 4.75 Forfeited (155,932 ) 4.22 Outstanding, September 30, 2021 (b) 5,773,428 $ 4.16 6.19 Exercisable, September 30, 2021 (c) 4,068,628 $ 3.76 5.32 (a) The weighted average grant-date fair value of options granted during the nine months ending September 30, 2021 was $ 4.21 (b) The aggregate intrinsic value of all options outstanding as of September 30, 2021 was $ 14.6 (c) The aggregate intrinsic value of all vested/exercisable options as of September 30, 2021 was $ 11.9 Restricted Stock Awards The following table sets forth the activity for all restricted stock awards: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2020 337,187 $ 3.83 8.59 Granted 25,566 6.29 Forfeited (17,282 ) 2.08 Outstanding, September 30, 2021 345,471 $ 4.10 8.37 Restricted Stock Units As part of the consideration in the Business Combination, RSUs with respect to 1,750,000 9.75 Because the Company maintained a full valuation allowance on its U.S. deferred tax assets, it did not recognize any tax benefit related to share-based compensation expense for the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, there was $ 4.2 2.25 1.0 8.37 The following table summarizes the number of authorized, unissued shares of Common Stock, under all employee stock plans, to be issued upon exercise as of September 30, 2021: Schedule of common stock reserved for future issuance under employee stock plans Plans Number of Shares Total awards available to be issued 6,007,718 Total options outstanding 5,773,428 Total common stock reserved for future issuance under employee stock plans 11,781,146 The following table summarizes share-based compensation expense for the three and nine months ended September 30, 2021 and 2020 (in thousands): Schedule of summarizes share-based compensation expense Three Months Ended Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 214 $ 199 $ 682 $ 598 Sales and marketing 140 103 476 309 General and administrative 293 180 950 538 Cost of sales 14 13 42 37 Total share-based compensation $ 661 $ 495 $ 2,150 $ 1,482 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 16. NET LOSS PER SHARE Net loss per share is computed using the weighted average number of shares of Common Stock outstanding less the number of shares subject to repurchase. The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share data): Schedule of basic and diluted net loss per share Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (26,953 ) $ (9,921 ) $ (50,920 ) $ (33,989 ) Denominator - basic and diluted: Weighted average common shares outstanding 66,276,223 59,710,047 61,923,661 59,710,047 Net loss per share - basic and diluted $ (0.41 ) $ (0.17 ) $ (0.82 ) $ (0.57 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share as of September 30, 2021 and 2020 because their effect was anti-dilutive. Schedule of anti-dilutive net loss per share September 30, 2021 2020 Stock options outstanding 5,773,428 5,557,254 Non-vested shares of restricted stock 345,471 345,817 Warrants (a) Convertible notes (a) (a) The Convertible Notes and warrants referred to in Notes 10 and 14 were also excluded on an as converted basis because their effect would have been anti-dilutive. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 17. RELATED PARTY TRANSACTIONS As of both September 30, 2021 and December 31, 2020, there was an outstanding note receivable amounting to $ 87 43 As disclosed in Note 8, as of September 30, 2021 and December 31, 2020, Legacy Airspan has a Subordinated Term Loan with a related party. |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 18. EQUITY METHOD INVESTMENTS The Company accounts for its investment in a wholly-owned subsidiary, Dense Air, as an equity method investment. Dense Air has been funded by its sole lender through convertible debt with various restrictions and requirements including a conversion option on substantially all of the ownership interest in Dense Air. Dense Air was designed to acquire and hold specific assets and the fixed price conversion option is economically similar to a call option on the assets of Dense Air. Therefore, the Company concluded consolidation is not required. The Company did determine it has significant influence in the operations of Dense Air and therefore, has applied the equity method of accounting. Given Dense Air has operated at a loss since its inception, and the Company has not guaranteed the obligations of Dense Air or otherwise committed to provide further financial support, equity method accounting has been discontinued. The investment had no value at September 30, 2021 and December 31, 2020. There have been no dividends received from Dense Air for the three and nine months ended September 30, 2021 and 2020. On March 22, 2021, an investor acquired the sole lender to Dense Air’s rights and obligations under a convertible loan agreement. Concurrently, the Company received a notice of conversion from the investor to convert the outstanding amount of the loan into shares equating to 95% of the share capital of Dense Air. The conversion is expected in the fourth quarter of 2021. The Company receives reimbursement of its expenses for providing certain management support functions to Dense Air, a related party, which are not material. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity, or remaining maturity when acquired, of three months or less to be cash equivalents. Cash and cash equivalents are all maintained in bank accounts. Schedule of cash and cash equivalents September 30, 2021 2020 Cash and cash equivalents $ 85,058 $ 10,007 Restricted cash 186 138 Total cash, cash equivalents and restricted cash $ 85,244 $ 10,145 Restricted cash consists of cash on deposit and cash pledged as collateral to secure the guarantees described in Note 9. The cash on deposit balance reflects the remaining balance available of the senior term loan (see Note 9) that is solely for the purpose of financing the manufacture of products for a specific customer’s network. Restricted cash balances were as follows (in thousands): Schedule of restricted cash September 30, 2021 December 31, 2020 Customer and supplier guarantees $ 176 $ 298 Landlord guarantees 10 124 Total $ 186 $ 422 |
Accounts receivable | Accounts receivable Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at the invoiced amount and do not bear interest. Receivables are recorded net of the allowance for doubtful accounts in the accompanying condensed consolidated balance sheets. The Company evaluates the collectability of its accounts receivable based on a combination of factors, such as historical experience, credit quality, country risk, current level of business, age of the accounts receivable and current economic conditions. The Company regularly analyzes its customer accounts overdue more than 90 days and when it becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance to reduce the related receivable to the amount it reasonably believes to be collectible. When collection efforts cease or collection is considered remote, the account and related allowance are written off. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value under the average cost method. Cost includes all costs incurred in bringing each product to its present location and condition. We record inventory write-downs to net realizable value through an allowance for obsolete and slow-moving items based on inventory turnover trends and historical experience. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of general and administrative expenses in the consolidated statements of operations. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, based on prices prevailing at the date of acquisition of each asset evenly over its expected useful life, as follows: ● Plant, machinery and equipment — over 2 5 ● Furniture and fixtures — over 4 5 ● Leasehold improvements — over lesser of the minimum lease term or the useful life |
Goodwill | Goodwill Goodwill is the result of a business combination that occurred in 2018. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized, rather, an impairment test is conducted on an annual basis, or more frequently if indicators of impairment are present, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we compare the fair value with its carrying amount. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. The Company’s annual assessment date is December 31. Based on the results of the assessments performed, no indicators of impairment were noted. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill were recognized during all periods presented in the condensed consolidated financial statements. |
Intangible assets, net | Intangible assets, net The Company’s intangible assets are primarily the result of business combinations and include acquired developed technology, customer relationships, trademarks and non-compete agreements. These are amortized utilizing a straight line method over their estimated useful lives. When establishing useful lives, the Company considers the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with the Company’s finite-lived intangible assets. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of long-lived assets.” |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No impairments were recorded during the three and nine months ended September 30, 2021 and 2020. |
Other non-current assets | Other non-current assets Other non-current assets represent the value of funded employee severance benefit accounts and deposits issued to landlords. Eighteen employees are entitled to one month of the employee’s current salary, multiplied by the number of years of employment. The Company accrues a liability for this obligation and funds an employee severance benefit account monthly. The deposited funds include earnings accumulated up to the balance sheet date. The deposited funds may be withdrawn by the employee only upon the fulfillment of the obligation pursuant to labor law or agreements. The value of these funds is recorded in other non-current assets and the liability is recorded in other long-term liabilities in the Company’s condensed consolidated balance sheets. |
Right-of-use assets and Lease liabilities | Right-of-use assets and Lease liabilities The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” in 2019. This new standard establishes a right-of-use (“ROU”) model that requires the Company to recognize ROU assets and lease liabilities on the balance sheet for all leases with a term longer than 12 months at commencement of the lease. Lease payments are recognized in the condensed consolidated statements of operations on a straight-line basis over the lease term. |
Convertible Notes | Convertible Notes Concurrent with the Business Combination, the Company issued convertible notes. Refer to Notes 3 and 10 for further discussion on the convertible notes. The convertible notes are accounted as a liability under the traditional convertible debt model and measured at amortized cost under Accounting Standard Codification (“ASC”) 470-20. The Company accounts for the embedded derivatives at fair value under ASC 815, Derivatives and Hedging The Company evaluated the guidance in ASC 815 and concluded the conversion option is not considered indexed to the Company’s own stock. As a result, the redemption feature and conversion option were bifurcated from the Convertible Notes and are separately measured at fair value at each reporting period within other long-term liabilities in the Condensed Consolidated Balance Sheets with changes in their respective fair values recognized in other income (expense), net within the Condensed Consolidated Statements of Operations. |
Common Stock Warrants and Post-Combination Warrants | Common Stock Warrants and Post-Combination Warrants The Company (then known as New Beginnings Acquisition Corp.) issued 11,500,000 545,000 11.50 12,045,000 At Closing of the Business Combination, the Company issued Post-Combination Warrants (as defined below) exercisable for 9,000,000 shares of Company Common Stock. The Post-Combination Warrants include: (i) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $12.50 per share (the “Post-Combination $12.50 Warrants”); (ii) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $15.00 per share (the “Post-Combination $15.00 Warrants”); and (iii) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $17.50 per share (the “Post-Combination $17.50 Warrants” and the Post-Combination $17.50 Warrants, together with the Post-Combination $12.50 Warrants and Post-Combination $15.00 Warrants, the “Post-Combination Warrants”). As of September 30, 2021, there were 3,000,000 Post-Combination $12.50 Warrants, 3,000,000 Post-Combination $15.00 Warrants, and 3,000,000 Post-Combination $17.50 Warrants outstanding. The Post-Combination Warrants may only be exercised during the period commencing on the Closing and terminating on the earlier of (i) two years following the date of the Closing and (ii) the redemption date, as further described in Note 14, at the exercise prices described above. The Company evaluated the Common Stock Warrants and Post-Combination Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity |
Revenue Recognition | Revenue Recognition We derive the majority of our revenue from sales of our networking products and software licenses, with the remaining revenue generated from service fees relating to maintenance contracts, professional services and training for our products. We sell our products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of our contracts have multiple distinct performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the contracts and the customer can benefit from these individual goods or services either on their own or together with other resources that are readily available to the customer. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on its relative stand-alone selling price. The stand-alone selling prices are determined based on the prices at which we separately sell these products. For items that are not sold separately, we estimate the stand-alone selling prices using either an expected cost-plus margin or the adjusted market assessment approach depending on the nature of the specific performance obligation. For all of the Company’s product sales, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment of the product. For product sales, the Company generally does not grant return privileges, except for defective products during the warranty period. Sales taxes collected from customers are excluded from revenues. Revenue from non-recurring engineering is recognized at a point in time or over-time depending on if the customer controls the asset being created or enhanced. For new product design or software development services, the customer does not control the asset being created, the customer is not simultaneously receiving or consuming the benefits from the work performed and the work performed has alternative use to the Company. Therefore, revenue related to these projects is recognized at a point in time which is when the specified developed technology has been delivered and accepted by the customer. Revenue from professional service contracts primarily relates to training and other consulting arrangements performed by the Company for its customers. Revenues from professional services contracts provided on a time and materials basis are recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date. Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty. Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer. Payment terms to customers generally range from prepayment to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and past payment history of the customer. The Company has elected to apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the effect of a significant financing component when the period between the transfer of product and services and payment of the related consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs. The Company accounts for shipping and handling activities as a fulfilment cost rather than an additional promised service. Therefore, revenue related to shipping and handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration. |
Contract Balances | Contract Balances A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations. Contract assets are included within accounts receivables and contract liabilities are included in deferred revenue in our condensed consolidated balance sheets. |
Costs to Obtain or Fulfill a Contract | Costs to Obtain or Fulfill a Contract The Company capitalizes commission expenses paid to internal sales personnel and sales agent commissions that are incremental to obtaining customer contracts, for which the related revenue is recognized over a future period. These costs are incurred on initial sales of product, maintenance and professional services and maintenance and support contract renewals. The Company defers these costs and amortizes them over the period of benefit, which the Company generally considers to be the contract term or length of the longest delivery period as contract capitalization costs in the condensed consolidated balance sheets. Commissions paid relating to contract renewals are deferred and amortized on a straight-line basis over the related renewal period as commissions paid on renewals are commensurate with commissions paid on initial sales transactions. Costs to obtain or fulfil contracts were not significant for the three months ended September 30, 2021 and 2020. Costs to obtain a contract for development and engineering service contracts are expensed as incurred in accordance with the practical expedient as the contractual period of these contracts are generally one year or less. |
Warranty Liabilities | Warranty Liabilities The Company provides a limited warranty for periods, usually ranging from 12 to 24 months, to all purchasers of its new products. Warranty expense is accrued on the sale of products and is recognized as a cost of revenue. The expense is estimated based on analysis of historic costs and other relevant factors. |
Foreign currency | Foreign currency The U.S. dollar is the functional currency of all of the Company’s foreign subsidiaries. Foreign currency denominated monetary assets and liabilities of subsidiaries for which the U.S. dollar is the functional currency are remeasured based on exchange rates at the end of the period. Non-monetary assets and liabilities of these operations are remeasured at historical rates in effect when the asset was recognized or the liability was incurred. Revenues and expenses for foreign entities transacted in local currency are remeasured at average exchange rates in effect during each period. The resulting remeasurement gains and losses are recognized within other income (expense), net on the Company’s condensed consolidated statements of operations. The Company recorded foreign currency losses of $ 17 2.4 0.1 |
Significant Concentrations | Significant Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in highly rated financial instruments. The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts. The Company’s accounts receivable are derived from sales of its products and approximately 72.6 68.2 70.8 68.1 34.7 64.9 52.6 73 60.4 63.0 59.6 64.2 10 The Company received 97.6 99.1 98.3 97.8 |
Share-based compensation | Share-based compensation The Company estimates the fair value of share-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the condensed consolidated statements of operations over the requisite service periods. Share-based compensation expense recognized in the condensed consolidated statements of operations includes compensation expense for share-based awards granted based on the estimated grant date fair value. Compensation expense for all share-based awards is recognized using the straight-line single-option method. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. (See Note 15). |
Segment reporting | Segment reporting The Company operates as a single segment, the development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes Accounting for Uncertainty in Income Taxes ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authorities. The Company does not have any other material uncertain tax positions. The Company recognizes accrued interest related to unrecognized tax benefits, if any, in interest expense and penalties in operating expenses. As of September 30, 2021 and December 31, 2020, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. |
Other taxes | Other taxes Taxes on the sale of products and services to U.S. customers are collected by the Company as an agent and recorded as a liability until remitted to the respective taxing authority. For sales in applicable countries outside the U.S., the Company is subject to value added tax (VAT). These taxes have been presented on a net basis in the condensed consolidated financial statements. |
Fair value measurements | Fair value measurements We carry certain assets and liabilities at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and Level 3 Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of assets and liabilities being measured within the fair value hierarchy. (See Note 12). |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for each period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings (loss) per share reflects the potential dilution that could occur if outstanding stock options and warrants at the presented dates are exercised and shares of restricted stock have vested, using the treasury stock method. The potential issuance of common stock upon conversion of the Convertible Notes is evaluated under the if-converted method. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04 (amended by ASU 2019-10), “ Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. In August 2018, the FASB issued ASU No. 2018-15, “ Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In December 2019, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) In August 2020, the FASB issued ASU 2020-06, “ Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents | Schedule of cash and cash equivalents September 30, 2021 2020 Cash and cash equivalents $ 85,058 $ 10,007 Restricted cash 186 138 Total cash, cash equivalents and restricted cash $ 85,244 $ 10,145 |
Schedule of restricted cash | Schedule of restricted cash September 30, 2021 December 31, 2020 Customer and supplier guarantees $ 176 $ 298 Landlord guarantees 10 124 Total $ 186 $ 422 |
THE BUSINESS COMBINATION (Table
THE BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business combination | Schedule of business combination Cash—Trust Account (net of redemptions of $101 million) $ 15,184,107 Cash—Convertible Notes Financing 48,669,322 Cash—PIPE Financing 75,000,000 Non-cash net liabilities acquired from New Beginnings (38,216 ) Add: Asset prepayments made at Closing 3,684,000 Less: Fair value of Common Stock Warrants (13,176,450 ) Less: Fair value of Post-Combination Warrants (1,980,000 ) Less: Fair value of Convertible Notes issued (48,273,641 ) Less: Underwriting fees and other issuance costs paid at Closing (23,353,127 ) Less: Other Business Combination-related costs paid prior to September 30, 2021 (3,618,792 ) Additional Paid-in-Capital from Business Combination, net of issuance costs paid $ 52,097,203 Less: Non-cash net liabilities assumed from New Beginnings 38,216 Less: Non-cash net assets assumed from New Beginnings (3,684,000 ) Add: Non-cash fair value of Common Stock Warrants 13,176,450 Add: Non-cash fair value of Post-Combination Warrants 1,980,000 Add: Non-cash fair value of Convertible Notes issued 48,273,641 Add: Other issuance costs included in accounts payable and accrued liabilities 3,618,792 Cash proceeds from the Business Combination $ 115,500,302 |
Schedule of number of shares Common Stock outstanding | Schedule of number of shares Common Stock outstanding New Beginnings shares outstanding prior to the Business Combination 14,795,000 Less: redemption of New Beginnings shares (9,997,049 ) Shares issued pursuant to the PIPE 7,500,000 New Beginnings and PIPE shares prior to the Business Combination 12,297,951 Conversion of Legacy Airspan preferred stock 56,857,492 Conversion of Legacy Airspan common stock 1,182,912 Conversion of Legacy Airspan common restricted stock 339,134 Conversion of Legacy Airspan Class B common stock 1,340,611 Conversion of Legacy Airspan Class B restricted common stock 6,337 Total shares of Company Common Stock outstanding immediately following the Business Combination 72,024,437 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition | |
Schedule of revenue | Schedule of revenue Three Months Ended Nine Months Ended 2021 2020 2021 2020 Products sales $ 30,983 $ 24,617 $ 103,495 $ 58,509 Non-recurring engineering (“NRE”) 3,569 4,978 10,465 13,630 Product maintenance contracts 1,415 3,014 4,667 8,811 Professional service contracts 1,492 2,822 5,287 8,451 Software licenses 1,023 511 2,137 1,460 Other 441 96 855 548 Total revenue $ 38,923 $ 36,038 $ 126,906 $ 91,409 |
Schedule of contracts with customers asset and liability | Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2020 $ 5,361 $ 7,521 Balance as of September 30, 2021 11,522 5,045 Change $ 6,161 $ (2,476 ) |
Schedule of revenues from contract liability | Schedule of revenues from contract liability Three Months Ended Nine Months Ended 2021 2020 2021 2020 Amounts included in the beginning of year contract liability balance $ 626 $ 541 $ 5,053 $ 2,355 |
Schedule of product warranty liabilities | Schedule of product warranty liabilities Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance, beginning of period $ 1,099 $ 967 $ 1,019 $ 981 Accruals 236 16 496 197 Settlements (139 ) (51 ) (319 ) (246 ) Balance, end of period $ 1,196 $ 932 $ 1,196 $ 932 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets, net | Schedule of Intangible assets, net Weighted September 30, 2021 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,213 ) $ 5,597 Customer relationships 6 2,130 (1,005 ) 1,125 Trademarks 2 720 (720 ) - Non-compete 3 180 (170 ) 10 Total acquired intangible assets $ 10,840 $ (4,108 ) $ 6,732 Weighted December 31, 2020 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (1,627 ) $ 6,183 Customer relationships 6 2,130 (739 ) 1,391 Trademarks 2 720 (720 ) - Non-compete 3 180 (125 ) 55 Total acquired intangible assets $ 10,840 $ (3,211 ) $ 7,629 |
Schedule of estimated amortization expense | Schedule of estimated amortization expense 2021 $ 294 2022 1,136 2023 1,136 2024 1,107 2025 781 Thereafter 2,278 Total $ 6,732 |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of other accrued expenses | Schedule of other accrued expenses September 30, December 31, Payroll and related benefits and taxes $ 9,292 $ 6,812 Royalties 2,347 3,401 Agent and sales commissions 3,889 2,501 Right-of-use lease liability, current portion 2,853 2,671 Tax liabilities 806 1,967 Product warranty liabilities 1,196 1,019 Product marketing 1,022 869 Manufacturing subcontractor costs 3,307 1,243 Legal and professional services 2,051 221 Other 1,374 1,834 Other accrued expenses $ 28,137 $ 22,538 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debt | |
Schedule of convertible notes | Schedule of convertible notes Convertible Notes $ 41,887 Conversion option derivative 7,474 Call and contingent put derivative 639 Total Convertible Notes $ 50,000 |
Schedule of convertible debt | Schedule of convertible debt September 30, Convertible Notes $ 41,887 Accrued Interest (a) 254 Subtotal 42,141 Loan discount costs (1,393 ) Total Convertible Notes $ 40,748 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Schedule of long-term debt September 30, December 31, PPP Loan $ - $ 2,087 Finnish Funding Agency for Technology and Innovation (“Tekes”) 432 458 432 2,545 Less current portion – product development loan (281 ) (298 ) Less accrued interest on product development loan – current (151 ) (160 ) Total long-term debt $ - $ 2,087 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assumptions | Schedule of Fair Value of Financial Instruments Level in September 30, 2021 December 31, 2020 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 85,058 $ 85,058 $ 18,196 $ 18,196 Restricted cash 1 186 186 422 422 Cash and investment in severance benefit accounts 1 3,570 3,570 3,567 3,567 Liabilities: Subordinated term loan (a) 2 $ 37,149 $ 22,798 $ 34,756 $ 24,327 Subordinated debt (a) 2 10,445 6,375 10,065 6,624 Senior term loan (a) 2 39,978 36,608 36,834 37,948 Convertible debt 2 40,748 46,362 - - Long-term debt 2 - - 2,087 2,087 Public Warrants 1 8,625 8,625 - - Warrants (b) 3 870 870 7,632 7,632 (a) As of September 30, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 12.8%, 18.6% and 17.7%, respectively. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $ 4.7 1.4 37.9 12.80 17.05 16.57 (b) As of September 30, 2021 and December 31, 2020, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s condensed consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants were as follows: Schedule of assumptions Post- Combination Private Assumptions: Stock price $ 6.68 $ 6.68 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 0.21 % 0.72 % Expected volatility 42.5 % 34.1 % Dividend yield 0.00 % 0.00 % The conversion option derivative and call and contingent put derivative are considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation. The Company utilized a binomial model to estimate the fair value of the embedded derivative features requiring bifurcation associated with the Convertible Notes payable at issuance date and as of the September 30, 2021 reporting date. The key inputs to the valuation models that were utilized to estimate the fair value of the convertible debt derivative liabilities include: |
Schedule of assumptions | Schedule of assumptions Post- Combination Private Assumptions: Stock price $ 6.68 $ 6.68 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 0.21 % 0.72 % Expected volatility 42.5 % 34.1 % Dividend yield 0.00 % 0.00 % The conversion option derivative and call and contingent put derivative are considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation. The Company utilized a binomial model to estimate the fair value of the embedded derivative features requiring bifurcation associated with the Convertible Notes payable at issuance date and as of the September 30, 2021 reporting date. The key inputs to the valuation models that were utilized to estimate the fair value of the convertible debt derivative liabilities include: |
Schedule of assumptions | Schedule of assumptions September 30, Issuance Date Assumptions: Stock price $ 6.68 $ 9.75 Conversion strike price $ 12.50 $ 12.50 Volatility 33.00 % 25.00 % Dividend yield 0.00 % 0.00 % Risk free rate 0.59 % 0.51 % Debt discount rate 12.80 % 12.80 % Coupon interest rate 7.00 % 7.00 % Face amount (in thousands) 50,000 50,000 Contingent put inputs and assumptions: Probability of fundamental change 25 % 25 % |
Schedule of warrants | Schedule of warrants (in thousands) Warrants (a) Conversion option derivative Call and contingent put derivative Beginning balance, December 31, 2020 $ - $ - $ - Warrants assumed in Business Combination 2,996 Issuance of convertible note payable derivative liabilities - 7,473 639 Change in fair value (2,126 ) (4,599 ) 707 Ending balance, September 30, 2021 $ 870 $ 2,874 $ 1,346 (a) The $7,632 of Series D-1 and Series H warrants were converted as part of the Business Combination. Refer to Note 14 for roll-forward. The fair value of the Company’s cash and cash equivalents and restricted cash approximate the carrying value because of their short-term nature of these accounts. The estimated fair value of long-term debt approximated its carrying amount because based on the arrangement of the financing of the debt and pursuant to the terms of the CARES ACT, the Company applied for this debt to be forgiven by the SBA in whole or in part. |
COMMON STOCK AND WARRANTS (Tabl
COMMON STOCK AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants issued and outstanding | Schedule of Warrants issued and outstanding Legacy Airspan Warrants Outstanding Series D Series D-1 Series H Outstanding as of December 31, 2020 203,252 162,601 139,428 Issuance of warrants – – 6,503 Warrants expired (203,252 ) – – Conversion of warrants in Business Combination – (162,601 ) (145,931 ) Outstanding as of September 30, 2021 – – – |
Schedule of fair value of warrant liability | Schedule of fair value of warrant liability Warrant Liability (in thousands) Series D-1 Series H Total As of December 31, 2020 $ 4,109 $ 3,523 $ 7,632 Fair value of warrants at issuance – 142 142 Increase in fair value 3,541 976 4,517 Conversion of warrants in Business Combination (7,650 ) (4,641 ) (12,291 ) As of September 30, 2021 $ – $ – $ – |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of common stock options | Schedule of common stock options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2020 5,500,135 $ 3.99 6.79 Granted (a) 445,664 6.29 Exercised (16,439 ) 4.75 Forfeited (155,932 ) 4.22 Outstanding, September 30, 2021 (b) 5,773,428 $ 4.16 6.19 Exercisable, September 30, 2021 (c) 4,068,628 $ 3.76 5.32 (a) The weighted average grant-date fair value of options granted during the nine months ending September 30, 2021 was $ 4.21 (b) The aggregate intrinsic value of all options outstanding as of September 30, 2021 was $ 14.6 (c) The aggregate intrinsic value of all vested/exercisable options as of September 30, 2021 was $ 11.9 Restricted Stock Awards The following table sets forth the activity for all restricted stock awards: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2020 337,187 $ 3.83 8.59 Granted 25,566 6.29 Forfeited (17,282 ) 2.08 Outstanding, September 30, 2021 345,471 $ 4.10 8.37 |
Schedule of common stock reserved for future issuance under employee stock plans | Schedule of common stock reserved for future issuance under employee stock plans Plans Number of Shares Total awards available to be issued 6,007,718 Total options outstanding 5,773,428 Total common stock reserved for future issuance under employee stock plans 11,781,146 |
Schedule of summarizes share-based compensation expense | Schedule of summarizes share-based compensation expense Three Months Ended Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 214 $ 199 $ 682 $ 598 Sales and marketing 140 103 476 309 General and administrative 293 180 950 538 Cost of sales 14 13 42 37 Total share-based compensation $ 661 $ 495 $ 2,150 $ 1,482 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Schedule of basic and diluted net loss per share Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (26,953 ) $ (9,921 ) $ (50,920 ) $ (33,989 ) Denominator - basic and diluted: Weighted average common shares outstanding 66,276,223 59,710,047 61,923,661 59,710,047 Net loss per share - basic and diluted $ (0.41 ) $ (0.17 ) $ (0.82 ) $ (0.57 ) |
Schedule of anti-dilutive net loss per share | Schedule of anti-dilutive net loss per share September 30, 2021 2020 Stock options outstanding 5,773,428 5,557,254 Non-vested shares of restricted stock 345,471 345,817 Warrants (a) Convertible notes (a) |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Assets, Current | $ 164,396 | $ 109,860 | |
Liabilities, Current | 68,608 | $ 77,271 | |
Net Cash Provided by (Used in) Operating Activities | $ 45,313 | $ 15,458 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 85,058 | $ 10,007 |
Restricted cash | 186 | 138 |
Total cash, cash equivalents and restricted cash | $ 85,244 | $ 10,145 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Restricted cash | $ 186 | $ 422 |
Customer And Supplier Guarantees [Member] | ||
Restricted cash | 176 | 298 |
Landlord Guarantees [Member] | ||
Restricted cash | $ 10 | $ 124 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Foreign currency losses | $ 17 | $ 2,400 | |||
Foreign currency gains | $ 100 | $ 100 | |||
Five Suppliers [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration credit risk | 97.60% | 99.10% | 98.30% | 97.80% | |
Accounts Receivable [Member] | Non Us Customers [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration credit risk | 72.60% | 68.20% | 70.80% | 68.10% | |
Accounts Receivable [Member] | Three Customers [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration credit risk | 64.90% | 73.00% | |||
Accounts receivable | $ 34,700 | $ 34,700 | |||
Accounts Receivable [Member] | Two Customers [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Accounts receivable | $ 52,600 | ||||
Sales [Member] | Two Customers [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration credit risk | 10.00% | 10.00% | |||
Sales [Member] | Top 3 Customers [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration credit risk | 60.40% | 63.00% | 59.60% | 64.20% | |
Public Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrant issued | 11,500,000 | ||||
Private Placement Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrant issued | 545,000 | ||||
Common Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrant exercise price | $ 11.50 | ||||
Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrants outstanding | 12,045,000 | 12,045,000 | |||
Property, Plant and Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 2 years | ||||
Property, Plant and Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 5 years | ||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 4 years | ||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 5 years | ||||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | over lesser of the minimum lease term or the useful life |
THE BUSINESS COMBINATION (Detai
THE BUSINESS COMBINATION (Details) | Sep. 30, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash—Trust Account (net of redemptions of $101 million) | $ 15,184,107 |
Cash—Convertible Notes Financing | 48,669,322 |
Cash—PIPE Financing | 75,000,000 |
Non-cash net liabilities acquired from New Beginnings | (38,216) |
Add: Asset prepayments made at Closing | 3,684,000 |
Less: Fair value of Common Stock Warrants | (13,176,450) |
Less: Fair value of Post-Combination Warrants | (1,980,000) |
Less: Fair value of Convertible Notes issued | (48,273,641) |
Less: Underwriting fees and other issuance costs paid at Closing | (23,353,127) |
Less: Other Business Combination-related costs paid prior to September 30, 2021 | (3,618,792) |
Additional Paid-in-Capital from Business Combination, net of issuance costs paid | 52,097,203 |
Less: Non-cash net liabilities assumed from New Beginnings | 38,216 |
Less: Non-cash net assets assumed from New Beginnings | (3,684,000) |
Add: Non-cash fair value of Common Stock Warrants | 13,176,450 |
Add: Non-cash fair value of Post-Combination Warrants | 1,980,000 |
Add: Non-cash fair value of Convertible Notes issued | 48,273,641 |
Add: Other issuance costs included in accounts payable and accrued liabilities | 3,618,792 |
Cash proceeds from the Business Combination | $ 115,500,302 |
THE BUSINESS COMBINATION (Det_2
THE BUSINESS COMBINATION (Details 1) | Sep. 30, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
New Beginnings shares outstanding prior to the Business Combination | $ 14,795,000 |
Less: redemption of New Beginnings shares | (9,997,049) |
Shares issued pursuant to the PIPE | 7,500,000 |
New Beginnings and PIPE shares prior to the Business Combination | 12,297,951 |
Conversion of Legacy Airspan preferred stock | 56,857,492 |
Conversion of Legacy Airspan common stock | 1,182,912 |
Conversion of Legacy Airspan common restricted stock | 339,134 |
Conversion of Legacy Airspan Class B common stock | 1,340,611 |
Conversion of Legacy Airspan Class B restricted common stock | 6,337 |
Total shares of Company Common Stock outstanding immediately following the Business Combination | $ 72,024,437 |
THE BUSINESS COMBINATION (Det_3
THE BUSINESS COMBINATION (Details Narrative) - USD ($) | Aug. 13, 2021 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceed from business combination | $ 115,500,000 | |
Professional fees | $ 27,000,000 | |
Principal amount | $ 50,000,000 | $ 50,000,000 |
Stock options exchanged | 5,815,796 | |
Restricted stock units issued | 1,750,000 | |
Stock reserved for issuance | 4,257,718 | |
Secured Convertible Notes [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Principal amount | $ 50,000,000 | |
Interest rate | 7.00% | |
Maturity date | Dec. 30, 2024 | |
Conversion price | $ 12.50 | |
P I P E Investor [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of share purchase | 7,500,000 | |
Share purchase price | $ 75,000 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenues | $ 38,923 | $ 36,038 | $ 126,906 | $ 91,409 |
Product Sales [Member] | ||||
Total revenues | 30,983 | 24,617 | 103,495 | 58,509 |
Nonrecurring Engineering [Member] | ||||
Total revenues | 3,569 | 4,978 | 10,465 | 13,630 |
Product Maintenance Contracts [Member] | ||||
Total revenues | 1,415 | 3,014 | 4,667 | 8,811 |
Professional Service Contracts [Member] | ||||
Total revenues | 1,492 | 2,822 | 5,287 | 8,451 |
Software Licenses [Member] | ||||
Total revenues | 1,023 | 511 | 2,137 | 1,460 |
Other [Member] | ||||
Total revenues | $ 441 | $ 96 | $ 855 | $ 548 |
REVENUE RECOGNITION (Details 1)
REVENUE RECOGNITION (Details 1) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue Recognition | ||
Contract assets | $ 11,522 | $ 5,361 |
Contracts liabilities | 5,045 | $ 7,521 |
Change in contract asset | 6,161 | |
Contracts liabilities | $ (2,476) |
REVENUE RECOGNITION (Details 2)
REVENUE RECOGNITION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Recognition | ||||
Amounts included in the beginning of year contract liability balance | $ 626 | $ 541 | $ 5,053 | $ 2,355 |
REVENUE RECOGNITION (Details 3)
REVENUE RECOGNITION (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Recognition | ||||
Product warranty liabilities | $ 1,099 | $ 967 | $ 1,019 | $ 981 |
Product warrant liabilities Accruals | 236 | 16 | 496 | 197 |
Product warrant liabilities settlements | (139) | (51) | (319) | (246) |
Balance, end of period | $ 1,196 | $ 932 | $ 1,196 | $ 932 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 38,923 | $ 36,038 | $ 126,906 | $ 91,409 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,400 | 3,100 | 4,900 | 7,700 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,200 | $ 1,900 | $ 5,600 | $ 5,900 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,840 | $ 10,840 |
Accumulated Amortization | (4,108) | (3,211) |
Net Carrying Amount | $ 6,732 | $ 7,629 |
Internally Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 10 years | 10 years |
Gross Carrying Amount | $ 7,810 | $ 7,810 |
Accumulated Amortization | (2,213) | (1,627) |
Net Carrying Amount | $ 5,597 | $ 6,183 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 6 years | 6 years |
Gross Carrying Amount | $ 2,130 | $ 2,130 |
Accumulated Amortization | (1,005) | (739) |
Net Carrying Amount | $ 1,125 | $ 1,391 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 2 years | 2 years |
Gross Carrying Amount | $ 720 | $ 720 |
Accumulated Amortization | (720) | (720) |
Net Carrying Amount | ||
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 3 years | 3 years |
Gross Carrying Amount | $ 180 | $ 180 |
Accumulated Amortization | (170) | (125) |
Net Carrying Amount | $ 10 | $ 55 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET (Details 1) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 294 | |
2022 | 1,136 | |
2023 | 1,136 | |
2024 | 1,107 | |
2025 | 781 | |
Thereafter | 2,278 | |
Total | $ 6,732 | $ 7,629 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Godwill | $ 13,641 | $ 13,641 | $ 13,641 | ||
Amortization expense | $ 300 | $ 600 | $ 900 | $ 1,400 |
OTHER ACCRUED EXPENSES (Details
OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||||||
Payroll and related benefits and taxes | $ 9,292 | $ 6,812 | ||||
Royalties | 2,347 | 3,401 | ||||
Agent and sales commissions | 3,889 | 2,501 | ||||
Right-of-use lease liability, current portion | 2,853 | 2,671 | ||||
Tax liabilities | 806 | 1,967 | ||||
Product warranty liabilities | 1,196 | $ 1,099 | 1,019 | $ 932 | $ 967 | $ 981 |
Product marketing | 1,022 | 869 | ||||
Manufacturing subcontractor costs | 3,307 | 1,243 | ||||
Legal and professional services | 2,051 | 221 | ||||
Other | 1,374 | 1,834 | ||||
Other accrued expenses | $ 28,137 | $ 22,538 |
SUBORDINATED DEBT (Details Narr
SUBORDINATED DEBT (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Nov. 28, 2017 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 06, 2015 | ||
Defined Benefit Plan Disclosure [Line Items] | |||||
Subordinated debt | [1] | $ 10,445 | $ 10,065 | ||
Accrued interest | $ 4,800 | 7,100 | |||
Golden Wayford Limited [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Subordinated Convertible Note Promissory Note | $ 10,000 | ||||
Principal Payment | $ 1,000 | ||||
Maturity Date | Feb. 16, 2016 | ||||
Interest rate | 5.00% | ||||
Subordinated debt | 9,000 | ||||
Accrued interest | $ 1,100 | $ 1,400 | |||
[1] | As of September 30, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 12.8%, 18.6% and 17.7%, respectively. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $ 4.7 1.4 37.9 12.80 17.05 16.57 |
SUBORDINATED TERM LOAN _ RELA_2
SUBORDINATED TERM LOAN – RELATED PARTY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||
May 23, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 09, 2016 | |
Offsetting Assets [Line Items] | ||||
Subordinated Debts | $ 30,000 | |||
Interest Payable, Current | $ 4,800 | $ 7,100 | ||
Subordinated Loan Agreement [Member] | ||||
Offsetting Assets [Line Items] | ||||
Subordinated Term Loan | $ 15,000 | |||
Maturity date | Dec. 31, 2021 |
SENIOR TERM LOAN (Details Narra
SENIOR TERM LOAN (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Senior term loan | $ 44,000 | |
Accrued interest | $ 1,800 | $ 25 |
Fortress Credit Agreement [Member] | ||
Offsetting Assets [Line Items] | ||
Maturity Date | Dec. 30, 2024 | |
Interest rate description | The Fortress Credit Agreement contains a prepayment premium of 5.0% if the prepayment occurs during the period from December 30, 2021 through December 29, 2022, and 3.0% if the prepayment occurs during the period from December 30, 2022 through December 29, 2023. | |
Fortress Credit Agreement [Member] | Tranche 1 [Member] | ||
Offsetting Assets [Line Items] | ||
Term loan | $ 34,000 | |
Fortress Credit Agreement [Member] | Tranche 2 [Member] | ||
Offsetting Assets [Line Items] | ||
Term loan | $ 10,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Convertible Debt | |
Convertible Notes | $ 41,887 |
Conversion option derivative | 7,474 |
Call and contingent put derivative | 639 |
Total Convertible Notes | $ 50,000 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Convertible Debt | |||
Convertible Notes | $ 41,887 | ||
Accrued Liabilities, Current | [1] | 254 | |
Subtotal | 42,141 | ||
Loan discount costs | (1,393) | ||
Total Convertible Notes | $ 40,748 | ||
[1] | The accrued interest will accrete to principal value by the end of the term, December 30, 2024. |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) $ in Thousands | Aug. 13, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Face amount | $ 50,000 | $ 50,000 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 50,000 | |
Interest rate | 7.00% | |
Maturity date | Dec. 30, 2024 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long term debt gross | $ 432 | $ 2,545 |
Less current portion - product development loan | (281) | (298) |
Less accrued interest on product development loan - current | (151) | (160) |
Total long-term debt | 2,087 | |
P P P Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt gross | 2,087 | |
Finnish Funding Agency For Technology And Innovation [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt gross | $ 432 | $ 458 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 27, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 13, 2021 | ||
Debt Instrument [Line Items] | |||||
Principal amount | $ 50,000,000 | $ 50,000,000 | |||
Accrued interest | [1] | $ 254,000 | |||
P P P Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,100,000 | ||||
Interest Rate | 1.00% | ||||
Maturity date | Apr. 27, 2022 | ||||
Gain on extinguishment of debt | $ 2,100,000 | ||||
Accrued interest | 23 | ||||
Capital Loans | $ 300,000 | $ 300,000 | |||
[1] | The accrued interest will accrete to principal value by the end of the term, December 30, 2024. |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Aug. 13, 2021 | Dec. 31, 2020 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 85,058 | $ 18,196 | |||
Restricted Cash | 186 | 422 | |||
[custom:CashAndInvestmentInSeveranceBenefitAccounts-0] | 3,570 | 3,567 | |||
[custom:SubordinatedTermLoan-0] | [1] | 37,149 | 34,756 | ||
Subordinated Debt | [1] | 10,445 | 10,065 | ||
[custom:SeniorTermLoans-0] | [1] | 39,978 | 36,834 | ||
Convertible Debt | 40,748 | ||||
[custom:LongtermDebts-0] | 2,087 | ||||
[custom:PublicWarrants-0] | 8,625 | ||||
[custom:Warrant-0] | 870 | 7,632 | |||
Face value | 50,000 | $ 50,000 | |||
Original issue discounts | 1,400 | ||||
Senior term loan | $ 44,000 | ||||
Subordinated debt yield | 12.80% | ||||
Subordinated term loan yield | 1705.00% | 1657.00% | |||
Lenders [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Senior term loan | $ 37,900 | ||||
Senior Term Loan [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Face value | 4,700 | ||||
Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | 85,058 | 18,196 | |||
Restricted Cash | 186 | 422 | |||
[custom:CashAndInvestmentInSeveranceBenefitAccounts-0] | 3,570 | 3,567 | |||
[custom:PublicWarrants-0] | 8,625 | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
[custom:SubordinatedTermLoan-0] | [1] | 22,798 | 24,327 | ||
Subordinated Debt | [1] | 6,375 | 6,624 | ||
[custom:SeniorTermLoans-0] | [1] | 36,608 | 37,948 | ||
Convertible Debt | 46,362 | ||||
[custom:LongtermDebts-0] | 2,087 | ||||
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
[custom:Warrant-0] | $ 870 | $ 7,632 | |||
[1] | As of September 30, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 12.8%, 18.6% and 17.7%, respectively. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $ 4.7 1.4 37.9 12.80 17.05 16.57 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares | Aug. 13, 2021 | Sep. 30, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 9.75 | $ 6.68 |
Risk free rate | 0.51% | 0.59% |
Volatility | 25.00% | 33.00% |
Dividend yield | 0.00% | 0.00% |
Post Combination Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 6.68 | |
Risk free rate | 0.21% | |
Volatility | 42.50% | |
Dividend yield | 0.00% | |
Post Combination Warrants [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 12.50 | |
Post Combination Warrants [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | 17.50 | |
Private Placement Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | 6.68 | |
Exercise price | $ 11.50 | |
Risk free rate | 0.72% | |
Volatility | 34.10% | |
Dividend yield | 0.00% |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ / shares in Units, $ in Thousands | Aug. 13, 2021 | Sep. 30, 2021 |
Fair Value Disclosures [Abstract] | ||
Stock price | $ 9.75 | $ 6.68 |
Conversion strike price | $ 12.50 | $ 12.50 |
Volatility | 25.00% | 33.00% |
Dividend yield | 0.00% | 0.00% |
Risk free rate | 0.51% | 0.59% |
Debt discount rate | 12.80% | 12.80% |
Coupon interest rate | 7.00% | 7.00% |
Face amount | $ 50,000 | $ 50,000 |
Probability of fundamental change | 25.00% | 25.00% |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details 3) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($) | ||
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at beginning | [1] | |
Warrants assumed in Business Combination | 2,996 | [1] |
Issuance of convertible note payable derivative liabilities | [1] | |
Change in fair value | (2,126) | [1] |
Balance at ending | 870 | [1] |
Conversion Option Derivative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at beginning | ||
Issuance of convertible note payable derivative liabilities | 7,473 | |
Change in fair value | (4,599) | |
Balance at ending | 2,874 | |
Call And Contingent Put Derivative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at beginning | ||
Issuance of convertible note payable derivative liabilities | 639 | |
Change in fair value | 707 | |
Balance at ending | $ 1,346 | |
[1] | The $7,632 of Series D-1 and Series H warrants were converted as part of the Business Combination. Refer to Note 14 for roll-forward. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | $ 86,900 |
COMMON STOCK AND CONVERTIBLE PR
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Series D Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding at beginning | 203,252 |
Issuance of warrants | |
Warrants expired | (203,252) |
Conversion of warrants in Business Combination | |
Warrants Outstanding at end | |
Series D 1 Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding at beginning | 162,601 |
Issuance of warrants | |
Warrants expired | |
Conversion of warrants in Business Combination | (162,601) |
Warrants Outstanding at end | |
Series H Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding at beginning | 139,428 |
Issuance of warrants | 6,503 |
Warrants expired | |
Conversion of warrants in Business Combination | (145,931) |
Warrants Outstanding at end |
COMMON STOCK AND CONVERTIBLE _2
COMMON STOCK AND CONVERTIBLE PREFERRED STOCK (Details 1) shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrant Liability at beginning | $ 7,632 |
Fair value of warrants at issuance | 142 |
Increase in fair value | $ 4,517 |
Conversion of warrants in Business Combination | shares | (12,291) |
Warrant Liability at beginning | |
Series D 1 Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrant Liability at beginning | 4,109 |
Fair value of warrants at issuance | |
Increase in fair value | $ 3,541 |
Conversion of warrants in Business Combination | shares | (7,650) |
Warrant Liability at beginning | |
Series H Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrant Liability at beginning | 3,523 |
Fair value of warrants at issuance | 142 |
Increase in fair value | $ 976 |
Conversion of warrants in Business Combination | shares | (4,641) |
Warrant Liability at beginning |
COMMON STOCK AND WARRANTS (Deta
COMMON STOCK AND WARRANTS (Details Narrative) - $ / shares | 1 Months Ended | 9 Months Ended | ||||
Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2014 | Sep. 30, 2021 | Aug. 13, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, Par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, Shares authorized | 250,000,000 | 250,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | |||||
Common stock, Shares issued | 72,024,437 | 59,710,047 | ||||
Common stock, Shares outstanding | 72,024,437 | 59,710,047 | ||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Share price | $ 6.68 | $ 9.75 | ||||
Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants outstanding | 12,045,000 | |||||
Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants outstanding | 11,500,000 | |||||
Warrants sold | 11,500,000 | |||||
Share price | $ 11.50 | |||||
Private Placement Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants outstanding | 545,000 | |||||
Warrants sold | 545,000 | |||||
Airspan [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant issued | 406 | 6,097 | 203,252 | |||
Exercise price | $ 61.50 | $ 61.50 | $ 61.50 | |||
Warrant term | 5 years | 5 years |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average granted | $ 4.21 | |
Intrinsic value of options | $ 14,600 | |
Intrinsic value of vested/exercisable options | $ 11,900 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life (Years) | 6 years 2 months 8 days | 6 years 9 months 14 days |
Restricted Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life (Years) | 8 years 4 months 13 days | 8 years 7 months 2 days |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Options Outstanding, Beginning | 5,500,135 | |
Exercise Price Outstanding, Beginning | $ 3.99 | |
Number of Shares Options Granted | 445,664 | |
Exercise Price Granted | $ 6.29 | |
Number of Shares Options Exercised | (16,439) | |
Exercise Price Exercised | $ 4.75 | |
Number of Shares Options Exercised | (155,932) | |
Exercise Price Forfeited | $ 4.22 | |
Number of Shares Options Outstanding, Ending | 5,773,428 | 5,500,135 |
Exercise Price Outstanding, Ending | $ 4.16 | $ 3.99 |
Number of Shares Options Options exercisable at end of period | 4,068,628 | |
Exercise Price Options exercisable at end of period | $ 3.76 | |
Weighted Average Remaining Contractual Life (Years) exercisable | 5 years 3 months 25 days | |
Number of Shares Options Outstanding, Ending | 5,773,428 | 5,500,135 |
Restricted Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Options Outstanding, Beginning | 337,187 | |
Exercise Price Outstanding, Beginning | $ 3.83 | |
Number of Shares Options Granted | 25,566 | |
Exercise Price Granted | $ 6.29 | |
Number of Shares Options Exercised | (17,282) | |
Exercise Price Forfeited | $ 2.08 | |
Number of Shares Options Outstanding, Ending | 345,471 | 337,187 |
Exercise Price Outstanding, Ending | $ 4.10 | $ 3.83 |
Number of Shares Options Outstanding, Ending | 345,471 | 337,187 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details 1) | Sep. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total common stock reserved for future issuance under employee stock plans | 4,257,718 |
Employee Stock Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total awards available to be issued | 6,007,718 |
Total options outstanding | 5,773,428 |
Total common stock reserved for future issuance under employee stock plans | 11,781,146 |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total share-based compensation | $ 661 | $ 495 | $ 2,150 | $ 1,482 |
Research and Development Expense [Member] | ||||
Total share-based compensation | 214 | 199 | 682 | 598 |
Selling and Marketing Expense [Member] | ||||
Total share-based compensation | 140 | 103 | 476 | 309 |
General and Administrative Expense [Member] | ||||
Total share-based compensation | 293 | 180 | 950 | 538 |
Cost of Sales [Member] | ||||
Total share-based compensation | $ 14 | $ 13 | $ 42 | $ 37 |
SHARE-BASED COMPENSATION (Det_4
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Common Stock [Member] | Plan 2009 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock reserved | 11,781,146 | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted | 1,750,000 | |
Weighted average grant date fair value | $ 9.75 | |
Unrecognized compensation expense | $ 4,200 | $ 1,000 |
Weighted average period | 2 years 3 months | 8 years 4 months 13 days |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (26,953) | $ (9,921) | $ (50,920) | $ (33,989) |
Weighted average common shares outstanding | 66,276,223 | 59,710,047 | 61,923,661 | 59,710,047 |
Net loss per share - basic and diluted | $ (0.41) | $ (0.17) | $ (0.82) | $ (0.57) |
NET LOSS PER SHARE (Details 1)
NET LOSS PER SHARE (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Equity Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Anti-dilutive shares | 5,773,428 | 5,557,254 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Anti-dilutive shares | 345,471 | 345,817 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Outstanding note receivable | $ 87 | $ 87 |
Repaymentt of notes | $ 43 |