Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
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 | 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 | 72,335,952 | |
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 | NYSE | |
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 | NYSE | |
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 | NYSE | |
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 | NYSE | |
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 $17.50 per share | |
Trading Symbol | MIMO WSC | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 36,305 | $ 62,937 |
Restricted cash | 51 | 185 |
Accounts receivable, net of allowance of $298 and $309 at June 30, 2022 and December 31, 2021, respectively | 48,267 | 57,980 |
Inventory | 17,519 | 17,217 |
Prepaid expenses and other current assets | 16,612 | 18,833 |
Total current assets | 118,754 | 157,152 |
Property, plant and equipment, net | 7,666 | 7,741 |
Goodwill | 13,641 | 13,641 |
Intangible assets, net | 5,870 | 6,438 |
Right-of-use assets, net | 5,488 | 6,585 |
Other non-current assets | 3,761 | 3,942 |
Total assets | 155,180 | 195,499 |
Current liabilities: | ||
Accounts payable | 26,669 | 29,709 |
Deferred revenue | 4,588 | 2,902 |
Accrued expenses | 26,902 | 26,967 |
Senior term loan, current portion | 3,577 | 3,187 |
Subordinated debt | 10,844 | 10,577 |
Current portion of long-term debt | 259 | 275 |
Total current liabilities | 72,839 | 73,617 |
Subordinated term loan - related party | 39,706 | 37,991 |
Senior term loan | 37,459 | 37,876 |
Convertible debt | 42,605 | 41,343 |
Other long-term liabilities | 16,042 | 20,924 |
Total liabilities | 208,651 | 211,751 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 72,335,952 shares issued and outstanding at both June 30, 2022 and December 31, 2021 | 7 | 7 |
Additional paid-in capital | 763,128 | 749,592 |
Accumulated deficit | (816,606) | (765,851) |
Total stockholders’ deficit | (53,471) | (16,252) |
Total liabilities and stockholders’ deficit | $ 155,180 | $ 195,499 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance | $ 298 | $ 309 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 72,335,952 | 72,335,952 |
Common stock, shares outstanding | 72,335,952 | 72,335,952 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 46,945 | $ 42,048 | $ 84,509 | $ 87,983 |
Cost of revenues: | ||||
Total cost of revenues | 28,117 | 22,820 | 53,612 | 47,811 |
Gross profit | 18,828 | 19,228 | 30,897 | 40,172 |
Operating expenses: | ||||
Research and development | 16,720 | 15,524 | 33,241 | 29,898 |
Sales and marketing | 9,010 | 7,482 | 18,340 | 14,842 |
General and administrative | 11,089 | 4,445 | 22,247 | 8,900 |
Amortization of intangibles | 284 | 299 | 568 | 598 |
Total operating expenses | 37,103 | 27,750 | 74,396 | 54,238 |
Loss from operations | (18,275) | (8,522) | (43,499) | (14,066) |
Interest expense, net | (4,207) | (2,512) | (8,775) | (4,950) |
Gain on extinguishment of debt | 2,096 | 2,096 | ||
Other income (expense), net | 1,353 | (1,388) | 1,304 | (6,880) |
Loss before income taxes | (21,129) | (10,326) | (50,970) | (23,800) |
Income tax benefit (expense), net | 112 | (92) | 215 | (167) |
Net loss | $ (21,017) | $ (10,418) | $ (50,755) | $ (23,967) |
Loss per share - basic and diluted | $ (0.29) | $ (0.17) | $ (0.70) | $ (0.40) |
Weighted average shares outstanding - basic and diluted | 72,335,952 | 59,714,562 | 72,335,952 | 59,713,471 |
Products And Software Licenses [Member] | ||||
Revenues: | ||||
Total revenues | $ 44,031 | $ 34,793 | $ 77,607 | $ 73,535 |
Cost of revenues: | ||||
Total cost of revenues | 26,864 | 21,732 | 51,337 | 45,209 |
Maintenance Warranty And Services [Member] | ||||
Revenues: | ||||
Total revenues | 2,914 | 7,255 | 6,902 | 14,448 |
Cost of revenues: | ||||
Total cost of revenues | $ 1,253 | $ 1,088 | $ 2,275 | $ 2,602 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 6 | $ 674,906 | $ (695,325) | $ (20,413) |
Beginning, balance shares at Dec. 31, 2020 | 59,710,047 | |||
Net loss | (13,549) | (13,549) | ||
Proceeds from sale of Series H preferred stock and warrants, net of issuance costs | 653 | 653 | ||
Share-based compensation expense | 661 | 661 | ||
Ending balance, value at Mar. 31, 2021 | $ 6 | 676,220 | (708,874) | (32,648) |
Ending, balance shares at Mar. 31, 2021 | 59,710,047 | |||
Net loss | (10,418) | (10,418) | ||
Exercise of common stock options | 69 | 69 | ||
Exercise of common stock options, shares | 14,277 | |||
Share-based compensation expense | 828 | 828 | ||
Ending balance, value at Jun. 30, 2021 | $ 6 | 677,117 | (719,292) | (42,169) |
Ending, balance shares at Jun. 30, 2021 | 59,724,324 | |||
Beginning balance, value at Dec. 31, 2021 | $ 7 | 749,592 | (765,851) | (16,252) |
Beginning, balance shares at Dec. 31, 2021 | 72,335,952 | |||
Net loss | (29,738) | (29,738) | ||
Share-based compensation expense | 6,564 | 6,564 | ||
Ending balance, value at Mar. 31, 2022 | $ 7 | 756,156 | (795,589) | (39,426) |
Ending, balance shares at Mar. 31, 2022 | 72,335,952 | |||
Beginning balance, value at Dec. 31, 2021 | $ 7 | 749,592 | (765,851) | (16,252) |
Beginning, balance shares at Dec. 31, 2021 | 72,335,952 | |||
Ending balance, value at Jun. 30, 2022 | $ 7 | 763,128 | (816,606) | (53,471) |
Ending, balance shares at Jun. 30, 2022 | 72,335,952 | |||
Beginning balance, value at Mar. 31, 2022 | $ 7 | 756,156 | (795,589) | (39,426) |
Beginning, balance shares at Mar. 31, 2022 | 72,335,952 | |||
Net loss | (21,017) | (21,017) | ||
Share-based compensation expense | 6,972 | 6,972 | ||
Ending balance, value at Jun. 30, 2022 | $ 7 | $ 763,128 | $ (816,606) | $ (53,471) |
Ending, balance shares at Jun. 30, 2022 | 72,335,952 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (50,755) | $ (23,967) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,275 | 2,129 |
Foreign exchange gain on long-term debt | (16) | (1) |
Bad debt expense | 7 | 138 |
Gain on extinguishment of debt | (2,096) | |
Change in fair value of warrants and derivatives | (3,936) | 4,517 |
Non-cash debt amendment fee | 463 | |
Share-based compensation | 13,536 | 1,489 |
Total adjustments | 12,329 | 6,176 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 9,706 | 30,812 |
Increase in inventory | (302) | (1,029) |
Decrease (increase) in prepaid expenses and other current assets | 2,221 | (1,460) |
Decrease in other non-current assets | 181 | 56 |
Decrease in accounts payable | (3,040) | (18,959) |
Increase (decrease) in deferred revenue | 1,686 | (2,792) |
(Decrease) increase in other accrued expenses | (65) | 3,713 |
Increase (decrease) in other long-term liabilities | 151 | (247) |
Increase in accrued interest on long-term debt | 5,394 | 3,881 |
Net cash used in operating activities | (22,494) | (3,816) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (1,632) | (3,123) |
Net cash used in investing activities | (1,632) | (3,123) |
Cash flows from financing activities: | ||
Repayments of senior term loan | (2,640) | |
Proceeds from the exercise of stock options | 69 | |
Proceeds from the sale of Series H stock, net | 505 | |
Proceeds from the issuance of Series H warrants | 142 | |
Net cash (used in) provided by financing activities | (2,640) | 716 |
Net decrease in cash, cash equivalents and restricted cash | (26,766) | (6,223) |
Cash, cash equivalents and restricted cash, beginning of year | 63,122 | 18,618 |
Cash, cash equivalents and restricted cash, end of period | 36,356 | 12,395 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 2,852 | 1,043 |
Cash (refunded) paid for income taxes | (146) | 976 |
Supplemental disclosure of non-cash financing activities: | ||
Cash and cash equivalents | 36,305 | 12,208 |
Restricted cash | 51 | 187 |
Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statement of cash flows | $ 36,356 | $ 12,395 |
BUSINESS
BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | 1. BUSINESS On August 13, 2021 (the “Closing”), Airspan Networks Holdings Inc. (formerly New Beginnings Acquisition Corp.) (the “Company”) consummated a business combination transaction (the “Business Combination”) pursuant to a business combination agreement (the “Business Combination Agreement”), dated March 8, 2021, by and among the Company, Artemis Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and Airspan Networks Inc., a Delaware corporation (“Legacy Airspan”). In connection with the Closing of the Business Combination, the Company changed its name to Airspan Networks Holdings Inc. Unless the context otherwise requires, references to “Airspan”, the “Company”, “us”, “we”, “our” and any related terms prior to the Closing of the Business Combination are intended to mean Legacy Airspan and its consolidated subsidiaries, and after the Closing of the Business Combination, Airspan Networks Holdings Inc. and its consolidated subsidiaries. In addition, unless the context otherwise requires, references to “New Beginnings” and “NBA” are references to New Beginnings Acquisition Corp., the Company’s name prior to the Closing. 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 and Long-Term Evolution, 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; 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 ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation and Use of Estimates The accompanying condensed consolidated 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 stockholders’ 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, 2021. 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. 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 $ 118.8 72.8 22.5 Certain covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes may not be met as of or during the quarter ending September 30, 2022. See further discussion in Notes 9 and 10. 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 condensed consolidated financial statements, the Company’s senior term loan and convertible debt require certain prospective financial covenants to be met. Based on management’s current forecast, absent of additional financing or capital raising, the Company has concluded it is probable that the Company will not be in compliance with certain of those financial covenants during certain periods of the next twelve months. Given the continued uncertainty in the global markets, in the event that the Company is unable to achieve these prospective financial covenants, the Company’s senior term loan (see Note 9) and senior secured convertible notes (see Note 10) could become due prior to the maturity date. In addition, the Company’s subordinated loan (see Note 8) and subordinated debt (see Note 7) could become due prior to the maturity date due to cross default provisions contained within those instruments. 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, 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; ● focusing the Company’s efforts to factor receivables to provide additional liquidity; and ● continuing to implement cost reduction initiatives to reduce non-strategic costs in operations and expand the Company’s labor force in lower cost geographies, with headcount reductions in higher cost geographies. There can be no assurance that the above actions will be successful. Without additional financing or capital, the Company’s current cash balance would be insufficient to satisfy repayment demands from its lenders if the Company does not meet the prospective financial covenants and the lenders elect to declare the senior term loan and the senior secured convertible notes due prior to the maturity date. There is no assurance that the new or renegotiated financing will be available, or that if available, will have satisfactory terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. 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 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 have 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 have 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 2022 operating results, due to uncertainties relating to the 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. 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 50.7 % and 70.8 % of product sales were to non-U.S. customers for the three months ended June 30, 2022 and 2021, respectively and approximately 57.9 % and 69.6 % of product sales were to non-U.S. customers for the six months ended June 30, 2022 and 2021, respectively. Two customers accounted for $ 24.5 million, or 50.9 %, of the net accounts receivable balance at June 30, 2022 and three customers accounted for $ 23.7 58.2 70 % and 59 % of revenue for the three months ended June 30, 2022 and 2021, respectively, and 68 % and 59 % of revenue for the six months ended June 30, 2022 and 2021, respectively. For the three months ended June 30, 2022, the Company had two customers whose revenue was greater than 10 % of the three-month period’s total revenue. For the six months ended June 30, 2022, the Company had three customers whose revenue was greater than 10 % of the six-month period’s total revenue. For the three and six months ended June 30, 2021, the Company had two customers whose revenue was greater than 10% of the three and six month period’s total revenue. The Company received 94.3 92.8 91.1 97.6 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 May 2021, the FASB issued ASU No. 2021-04, “ 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 In June 2016, the FASB issued ASU No. 2016-13 (amended by ASU 2019-10), “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. Reclassifications Certain reclassifications have been made to prior-year amounts to conform with current-year presentation. These reclassifications had no effect on the Company’s net loss or cash flows from operations. |
THE BUSINESS COMBINATION
THE BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2022 | |
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 million, which included funds held in NBA’s trust account and the completion of the concurrent private placement (the “PIPE” or “PIPE Financing”) of shares of the Company’s common stock (the “Common Stock”) and sale of the Company’s senior secured convertible notes (the “Convertible Notes Financing”). 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, warrants exercisable to purchase one share of the Company’s Common Stock at a price of $ 12.50 17,500,000 Prior to the Business Combination, New Beginnings issued 11,500,000 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 a 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 provided that 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 were locked-up for a period of six months following the Closing, while 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 comprised 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 comprised 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 Agreement, 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 Closing of the Business Combination, the Company issued $ 50,000,000 7.0 December 30, 2024 pari passu At Closing, each Convertible Note, together with all accrued but unpaid interest, was 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 December 31, 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 Less: Underwriting fees and other issuance costs paid at Closing (23,353,127 ) Cash proceeds from the Business Combination $ 115,500,302 Less: Non-cash net liabilities assumed from New Beginnings (38,216 ) Add: Non-cash net assets assumed from New Beginnings 3,684,000 Less: Non-cash fair value of Common Stock Warrants (13,176,450 ) Less: Non-cash fair value of Post-Combination Warrants (1,980,000 ) Less: Non-cash fair value of Convertible Notes issued (48,273,641 ) Less: Other issuance costs included in accounts payable and accrued liabilities (3,618,792 ) Additional paid-in-capital from Business Combination, net of issuance costs paid $ 52,097,203 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 of Common Stock outstanding prior to the Business Combination 14,795,000 Less: redemption of New Beginnings shares of Common Stock (9,997,049 ) Shares of Common Stock issued pursuant to the PIPE 7,500,000 Outstanding New Beginnings shares of Common Stock prior to the Business Combination, plus shares of Common Stock issued in PIPE Financing 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 restricted common stock 339,134 Conversion of Legacy Airspan Class B common stock 1,340,611 Conversion of Legacy Airspan restricted Class B 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 | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION The following is a summary of revenue by category (in thousands): Schedule of revenue Three Months Ended Six Months Ended 2022 2021 2022 2021 Products sales $ 42,500 $ 33,874 $ 74,146 $ 71,655 Non-recurring engineering (“NRE”) - 4,833 1,156 6,958 Product maintenance contracts 911 1,463 1,809 4,626 Professional service contracts 2,003 959 3,937 2,863 Software licenses 1,162 745 2,546 1,348 Other 369 174 915 533 Total revenue $ 46,945 $ 42,048 $ 84,509 $ 87,983 There was no 1.4 3.5 1.2 3.4 The opening and closing balances of our contract asset and liability balances from contracts with customers as of June 30, 2022 and December 31, 2021 were as follows (in thousands): Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2021 $ 7,673 $ 2,902 Balance as of June 30, 2022 8,704 4,588 Change $ 1,031 $ 1,686 Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations included in a contract that are unsatisfied, or partially satisfied, as of the end of a period. As of June 30, 2022 and December 31, 2021, deferred revenue (both current and noncurrent) of $ 4.6 2.9 4.5 2.5 Revenues for the three and six months ended June 30, 2022 and 2021, include the following (in thousands): Schedule of revenues from contract liability Three Months Ended Six Months Ended 2022 2021 2022 2021 Amounts included in the beginning of year contract liability balance $ 835 $ 877 $ 1,880 $ 4,427 Warranty Liabilities Information regarding the changes in the Company’s product warranty liabilities for the three and six months ended June 30, 2022 and 2021 is as follows (in thousands): Schedule of product warranty liabilities Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Balance, beginning of period $ 1,341 $ 1,019 $ 1,285 $ 1,019 Accruals 930 168 1,167 260 Settlements (913 ) (88 ) (1,094 ) (180 ) Balance, end of period $ 1,358 $ 1,099 $ 1,358 $ 1,099 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,798 ) $ 5,012 Customer relationships 6 2,130 (1,272 ) 858 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (4,970 ) $ 5,870 Weighted December 31, 2021 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,408 ) $ 5,402 Customer relationships 6 2,130 (1,094 ) 1,036 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (4,402 ) $ 6,438 Amortization expense related to the Company’s intangible assets amounted to $ 0.3 0.6 Estimated amortization expense for the remainder of 2022 and thereafter related to the Company’s intangible assets is as follows (in thousands): Schedule of estimated amortization expense 2022 $ 570 2023 1,136 2024 1,107 2025 781 2026 781 Thereafter 1,495 Total $ 5,870 |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, December 31, Payroll and related benefits and taxes $ 8,937 $ 7,258 Royalties 2,719 2,870 Agent and sales commissions 2,762 2,833 Right-of-use lease liability, current portion 2,306 2,599 Tax liabilities 1,938 1,611 Product warranty liabilities 1,358 1,285 Product marketing 785 752 Manufacturing subcontractor costs 2,019 2,165 Legal and professional services 2,255 2,275 Other 1,823 3,319 Other accrued expenses $ 26,902 $ 26,967 |
SUBORDINATED DEBT
SUBORDINATED DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Broker-Dealer [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 The Golden Wayford Note is subordinate to the obligations under the Fortress Credit Agreement (see Note 9). 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 1.8 1.6 See Notes 9 and 10 for a discussion of potential financial covenant breaches which would cause the subordinated debt to be classified as a current liability. |
SUBORDINATED TERM LOAN _ RELATE
SUBORDINATED TERM LOAN – RELATED PARTY | 6 Months Ended |
Jun. 30, 2022 | |
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 9.7 8.0 See Notes 9 and 10 for a discussion of potential financial covenant breaches which would cause the subordinated term loan to be classified as a current liability. |
SENIOR TERM LOAN
SENIOR TERM LOAN | 6 Months Ended |
Jun. 30, 2022 | |
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 an assignment agreement, whereby Pacific Western Bank (“PWB”) and Ally Bank 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 (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 Fortress became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility. The Assignment Agreement and the Agent Resignation Agreement, along with a Reaffirmation and Omnibus Amendment, resulted in the amendment and restatement of the terms of the PWB Facility and the Fortress Credit Agreement with the new lenders as the lenders thereunder. Fortress 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 (the “August 2021 Fortress Amendment”) to, among other things, add the Company as a guarantor, recognize and account for the Business Combination, recognize and account for the Convertible Notes (see Note 10) and provide updated procedures for replacement of LIBOR. On March 29, 2022, the Company, Legacy Airspan and certain of the Company’s subsidiaries who are party to the Fortress Credit Agreement entered into a Third Amendment and Waiver to Credit Agreement and Other Loan Documents relating to the Fortress Credit Agreement with Fortress to, among other things, amend the financial covenants included in the Fortress Credit Agreement. 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 June 30, 2022, the Company was in compliance with all applicable covenants under the Fortress Credit Agreement. Based on management’s current forecast, the Company has concluded that it is probable that it will not be in compliance with the minimum last twelve-month Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) covenant under the Fortress Credit Agreement as of the September 30, 2022 quarterly measurement date. Under the terms of the Fortress Credit Agreement, as of the last day of any fiscal quarter, the Company’s EBITDA for the preceding twelve months may not be less than the applicable minimum established in the Fortress Credit Agreement. For the last day of the next four fiscal quarters, commencing with the fiscal quarter ending September 30, 2022, the applicable minimum twelve-month EBITDA under the Fortress Credit Agreement ranges from a loss of $ 23.0 42.0 In addition, based on management’s current forecast, absent of additional financing or capital raising, the Company has concluded it is also probable that it will not be in compliance with the minimum liquidity covenant under the Fortress Credit Agreement during certain periods of the next twelve months. Under the terms of the Fortress Credit Agreement, the Company is required at all times to maintain minimum liquidity of between $ 15.0 20.0 While the Company intends to seek waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of the existing financial covenants included in the Fortress Credit Agreement, the Company is also pursuing alternative sources of capital. In the event the Company is not in compliance with all applicable covenants under the Fortress Credit Agreement as of September 30, 2022, and the Company is unable to obtain waivers from compliance with such covenants or otherwise remedy such breaches, the Company expects to classify its senior term loan, convertible debt, subordinated term loan and subordinated debt as current liabilities on its condensed consolidated balance sheet as of September 30, 2022. The Company’s senior term loan balance was $ 45.5 46.8 3.7 2.5 |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Debt | |
CONVERTIBLE DEBT | 10. CONVERTIBLE DEBT On August 13, 2021, the Company, together with Legacy Airspan, 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. Pursuant to the Fortress Convertible Note Agreement, $ 50.0 50.0 7.0 December 30, 2024 pari passu On March 29, 2022, the Company and certain of its subsidiaries who are party to the Fortress Convertible Note Agreement entered into a First Amendment and Waiver to Senior Secured Convertible Note Purchase and Guarantee Agreement and Other Note Documents relating to the Fortress Convertible Note Agreement and the Convertible Notes (the “Fortress Convertible Note Agreement Amendment”) to, among other things, amend the financial covenants included in the Fortress Convertible Note Agreement, amend the conversion price of the Convertible Notes and amend the optional redemption provisions of the Convertible Notes. Prior to the Fortress Convertible Note Agreement Amendment, the Convertible Notes, together with all accrued but unpaid interest thereon, were convertible, in whole or in part, at any time prior to the payment in full of the principal amount thereof (together with all accrued but unpaid interest thereon), into shares of Common Stock at a conversion price equal to $12.50 per share. Pursuant to the Fortress Convertible Note Agreement Amendment, the conversion price with respect to the Convertible Notes was decreased to $8.00 per share. The conversion price with respect to the Convertible Notes is subject to adjustment to reflect stock splits and subdivisions, stock and other dividends and distributions, recapitalizations, reclassifications, combinations and other similar changes in capital structure. The conversion price with respect to the Convertible Notes is also subject to a broad-based weighted average anti-dilution adjustment in the event the Company issues, or is deemed to have issued, shares of Common Stock, other than certain excepted issuances, at a price below the conversion price then in effect. In addition, pursuant to the Fortress Convertible Note Agreement Amendment, if, during the period commencing on and including the date of the Fortress Convertible Note Agreement Amendment and ending on and including the 15-month anniversary of the date of the Fortress Convertible Note Agreement Amendment, there is no 30 consecutive trading day-period during which the average of the daily volume weighted average price of the Common Stock (“Daily VWAP”) for such 30 consecutive trading day-period (after excluding the three highest and the three lowest Daily VWAPs during such period) equals or exceeds $10.00 (as adjusted for stock splits, stock combinations, dividends, distributions, reorganizations, recapitalizations and the like), the conversion price with respect to the Convertible Notes will be reduced to the amount that such conversion price would otherwise have been had the conversion price with respect to the Convertible Notes been $6.00 on the date of the Fortress Convertible Note Agreement Amendment. 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 June 30 2022, the Company had convertible debt outstanding as shown below (in thousands): Schedule of convertible debt June 30, Convertible Notes $ 41,887 Accrued interest (a) 1,790 Subtotal 43,677 Loan discount costs (1,072 ) Total Convertible Notes $ 42,605 (a) The accrued interest will accrete to principal value by the end of the term, December 30, 2024. As of June 30, 2022, the Company was in compliance with all applicable covenants under the Fortress Convertible Note Agreement. Based on management’s current forecast, the Company has concluded that it is probable that it will not be in compliance with the minimum last twelve-month EBITDA covenant under the Fortress Convertible Note Agreement as of the September 30, 2022 quarterly measurement date. Under the terms of the Fortress Convertible Note Agreement, as of the last day of any fiscal quarter, the Company’s EBITDA for the preceding twelve months may not be less than the applicable minimum established in the Fortress Convertible Note Agreement. For the last day of the next four fiscal quarters, commencing with the fiscal quarter ending September 30, 2022, the applicable minimum twelve-month EBITDA under the Fortress Convertible Note Agreement ranges from a loss of $ 23.0 42.0 In addition, based on management’s current forecast, absent of additional financing or capital raising, the Company has concluded it is also probable that it will not be in compliance with the minimum liquidity covenant under the Fortress Convertible Note Agreement during certain periods of the next twelve months. Under the terms of the Fortress Convertible Note Agreement, the Company is required at all times to maintain minimum liquidity of between $ 15.0 20.0 While the Company intends to seek waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of existing financial covenants included in the Fortress Convertible Note Agreement, the Company is also pursuing alternative sources of capital. In the event the Company is not in compliance with all applicable covenants under the Fortress Convertible Note Agreement as of September 30, 2022, and the Company is unable to obtain waivers from compliance with such covenants or otherwise remedy such breaches, the Company expects to classify its senior term loan, convertible debt, subordinated term loan and subordinated debt as current liabilities on its condensed consolidated balance sheet as of September 30, 2022. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. 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 six months ended June 30, 2022 and 2021. 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 assumptions Level in June 30, 2022 December 31, 2021 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 36,305 $ 36,305 $ 62,937 $ 62,937 Restricted cash 1 51 51 185 185 Cash and investment in severance benefit accounts 1 3,514 3,514 3,687 3,687 Liabilities: Subordinated term loan (a) 2 $ 39,706 $ 26,436 $ 37,991 $ 28,376 Subordinated debt (a) 2 10,844 7,470 10,577 7,674 Senior term loan (a) 2 41,036 39,829 41,063 43,276 Convertible debt 2 42,605 45,952 41,343 44,494 Public Warrants 1 1,380 1,380 8,510 8,510 Warrants (b) 3 499 499 1,317 1,317 (a) As of June 30, 2022 and December 31, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan under the Fortress Credit Agreement, followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the subordinated term loan, subordinated debt and senior term loan were 21.53%, 21.83% and 17.8%, respectively, as of June 30, 2022 and 17.16%, 16.83% and 13.8%, respectively, as of December 31, 2021. (b) As of June 30, 2022 and December 31, 2021, 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 as of June 30, 2022 were as follows: Schedule of assumptions Post- Combination Warrants Private Placement Warrants Assumptions: Stock price $ 2.99 $ 2.99 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 2.78 % 2.96 % Expected volatility 81.2 % 45.2 % Dividend yield 0.0 % 0.0 % 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 the issuance date and as of the June 30, 2022 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 June 30, Issuance Date Assumptions: Stock price $ 2.99 $ 9.75 Conversion strike price $ 8.00 $ 12.50 Volatility 59.00 % 25.00 % Dividend yield 0.00 % 0.00 % Risk free rate 2.91 % 0.51 % Debt discount rate 17.80 % 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 25.00 % 25.00 % The following table presents a roll-forward of the Level 3 instruments: Schedule of warrants (in thousands) Warrants Conversion option derivative Call and contingent put derivative Beginning balance, December 31, 2021 $ 1,317 $ 1,343 $ 1,651 Change in fair value (818 ) 4,570 (559 ) Ending balance, June 30, 2022 $ 499 $ 5,913 $ 1,092 The fair value of the Company’s cash and cash equivalents and restricted cash approximate the carrying value because of the short-term nature of these accounts. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $ 51.6 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”) in the United States District Court for the Eastern District of Texas 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 Airspan Networks, Inc. v. Sprint/United Management Company Sprint Communications Company, L.P et al. vs. Casa Systems, Inc. et al., No. 22CV02327 Div.7 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 | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
COMMON STOCK AND WARRANTS | 13. COMMON STOCK AND WARRANTS Common Stock As of June 30, 2022, 260,000,000 shares, $ 0.0001 250,000,000 10,000,000 72,335,952 no Holders of our Common Stock are entitled to receive dividends when, as and if declared by the board of directors of the Company (the “Board”), payable either in cash, in property or in shares of capital stock. As of June 30, 2022, 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 Accounting Standards Codification 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 October 2015, Legacy Airspan issued warrants to purchase 487,805 61.50 The Series D Warrants expired unexercised in January 2021 and the Series D-1 Warrants and Series H warrants were converted as part of the Closing of the Business Combination (Note 3) and ceased to exist after the Business Combination. Common Stock Warrants As of June 30, 2022, 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 NBA’s initial public offering, NBA consummated a private placement of 545,000 Post-Combination Warrants As of June 30, 2022, 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 June 30, 2022, 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, 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 | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHARE-BASED COMPENSATION | 14. SHARE-BASED COMPENSATION 2021 Stock Incentive Plan Prior to the Business Combination, the Company maintained its 2009 Omnibus Equity Compensation Plan (the “2009 Plan” and together with the 2021 Plan, the “Plans”). 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 Plan became effective. On June 21, 2022, the 2021 Plan was amended and restated to, among other things, increase the number of shares of Common Stock authorized for issuance under the 2021 Plan by 5,643,450 11,651,168 17,466,964 The following table summarizes share-based compensation expense for the three and six months ended June 30, 2022 and 2021 (in thousands): Schedule of summarizes share-based compensation expense Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 1,169 $ 254 $ 2,135 $ 468 Sales and marketing 1,197 196 2,279 336 General and administrative 4,541 363 9,015 657 Cost of sales 65 14 107 28 Total share-based compensation $ 6,972 $ 827 $ 13,536 $ 1,489 Common Stock Options 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) Weighted-Average Outstanding, December 31, 2021 5,489,492 $ 4.23 6.05 $ 2.27 Granted 2,654,904 2.81 - 2.20 Exercised - - - -- Forfeited (14,114 ) 6.01 - 2.59 Expired (146,668 ) 5.10 - 2.73 Outstanding, June 30, 2022 (a) 7,983,614 $ 3.74 7.06 $ 2.24 Exercisable, June 30, 2022 (b) 4,305,177 $ 3.98 5.21 $ 2.09 (a) The aggregate intrinsic value of all stock options outstanding as of June 30, 2022 was $ 1.9 (b) The aggregate intrinsic value of all vested/exercisable stock options as of June 30, 2022 was $ 0.9 As of June 30, 2022, there was $ 7.7 3.19 Restricted Stock Awards (“RSAs”) The following table sets forth the activity for all RSAs: Schedule of Unvested Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Outstanding (nonvested), December 31, 2021 351,831 $ 9.63 Granted - - Forfeited - - Outstanding (nonvested), June 30, 2022 351,831 $ 9.63 As of June 30, 2022, there was $ 0.4 0.12 Restricted Stock Units As part of the consideration in the Business Combination, RSUs with respect to 1,750,000 9.75 The following table sets forth the activity for all RSUs: Number of Weighted Average Outstanding (nonvested), December 31, 2021 2,962,884 $ 8.60 Granted 3,552,935 2.93 Forfeited (108,500 ) 6.94 Outstanding (nonvested), June 30, 2022 6,407,319 $ 5.49 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 six months ended June 30, 2022 and 2021. As of June 30, 2022, there was $ 17.6 1.97 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (21,017 ) $ (10,418 ) $ (50,755 ) $ (23,967 ) Denominator - basic and diluted: Weighted average common shares outstanding 72,335,952 59,714,562 72,335,952 59,713,471 Net loss per share - basic and diluted $ (0.29 ) $ (0.17 ) $ (0.70 ) $ (0.40 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share as of June 30, 2022 and 2021 because their effect was anti-dilutive. Schedule of anti-dilutive net loss per share June 30, 2022 2021 Stock options outstanding 7,983,614 1,018,125 Non-vested shares of restricted stock 6,759,150 72,989 Warrants (a) - - Convertible notes (a) - - (a) The Convertible Notes and warrants referred to in Notes 10 and 13 were also excluded on an as converted basis because their effect would have been anti-dilutive. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS As disclosed in Note 8, as of June 30, 2022 and December 31, 2021, Legacy Airspan had a subordinated term loan with a related party. This related party has an indirect, non-controlling beneficial interest in Fortress, which is the agent and principal lender under the Fortress Credit Agreement and 44 0.1 0.4 The Company has an outstanding receivable from and payable to a related party, a stockholder, amounting to $ 0.4 6.1 0.4 12.1 In addition, the Company has an outstanding accounts receivable from a separate related party, also a stockholder, amounting to $ 9.1 11.5 4.5 8.7 The Company derived revenues from sales of products and services to Dense Air Ltd. (“Dense Air”) amounting to approximately $52 thousand for the period from January 1, 2022 through March 7, 2022 and $1.0 million for both of the three and six months ended June 30, 2021. As of March 7, 2022, Dense Air ceased to be a related party. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | 17. EQUITY METHOD INVESTMENT The Company previously accounted for its investment in Dense Air, which prior to March 7, 2022, was a wholly-owned subsidiary of the Company, as an equity method investment. On March 7, 2022, the outstanding amount of Dense Air’s loan was converted into shares equating to 95% of the share capital of Dense Air. This conversion did not have a significant effect on the Company’s condensed consolidated balance sheets, statements of operations or cash flows. The investment had no carrying value as of June 30, 2022 and December 31, 2021. |
BASIS OF PRESENTATION AND ACC_2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Principles of Consolidation and Use of Estimates | Basis of Presentation, Principles of Consolidation and Use of Estimates The accompanying condensed consolidated 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 stockholders’ 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, 2021. 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. |
Liquidity | 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 $ 118.8 72.8 22.5 Certain covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes may not be met as of or during the quarter ending September 30, 2022. See further discussion in Notes 9 and 10. |
Going concern | 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 condensed consolidated financial statements, the Company’s senior term loan and convertible debt require certain prospective financial covenants to be met. Based on management’s current forecast, absent of additional financing or capital raising, the Company has concluded it is probable that the Company will not be in compliance with certain of those financial covenants during certain periods of the next twelve months. Given the continued uncertainty in the global markets, in the event that the Company is unable to achieve these prospective financial covenants, the Company’s senior term loan (see Note 9) and senior secured convertible notes (see Note 10) could become due prior to the maturity date. In addition, the Company’s subordinated loan (see Note 8) and subordinated debt (see Note 7) could become due prior to the maturity date due to cross default provisions contained within those instruments. 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, 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; ● focusing the Company’s efforts to factor receivables to provide additional liquidity; and ● continuing to implement cost reduction initiatives to reduce non-strategic costs in operations and expand the Company’s labor force in lower cost geographies, with headcount reductions in higher cost geographies. There can be no assurance that the above actions will be successful. Without additional financing or capital, the Company’s current cash balance would be insufficient to satisfy repayment demands from its lenders if the Company does not meet the prospective financial covenants and the lenders elect to declare the senior term loan and the senior secured convertible notes due prior to the maturity date. There is no assurance that the new or renegotiated financing will be available, or that if available, will have satisfactory terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. |
COVID-19 Update | 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 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 have 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 have 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 2022 operating results, due to uncertainties relating to the 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. |
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 50.7 % and 70.8 % of product sales were to non-U.S. customers for the three months ended June 30, 2022 and 2021, respectively and approximately 57.9 % and 69.6 % of product sales were to non-U.S. customers for the six months ended June 30, 2022 and 2021, respectively. Two customers accounted for $ 24.5 million, or 50.9 %, of the net accounts receivable balance at June 30, 2022 and three customers accounted for $ 23.7 58.2 70 % and 59 % of revenue for the three months ended June 30, 2022 and 2021, respectively, and 68 % and 59 % of revenue for the six months ended June 30, 2022 and 2021, respectively. For the three months ended June 30, 2022, the Company had two customers whose revenue was greater than 10 % of the three-month period’s total revenue. For the six months ended June 30, 2022, the Company had three customers whose revenue was greater than 10 % of the six-month period’s total revenue. For the three and six months ended June 30, 2021, the Company had two customers whose revenue was greater than 10% of the three and six month period’s total revenue. The Company received 94.3 92.8 91.1 97.6 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 May 2021, the FASB issued ASU No. 2021-04, “ 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 In June 2016, the FASB issued ASU No. 2016-13 (amended by ASU 2019-10), “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. Reclassifications Certain reclassifications have been made to prior-year amounts to conform with current-year presentation. These reclassifications had no effect on the Company’s net loss or cash flows from operations. |
THE BUSINESS COMBINATION (Table
THE BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Less: Underwriting fees and other issuance costs paid at Closing (23,353,127 ) Cash proceeds from the Business Combination $ 115,500,302 Less: Non-cash net liabilities assumed from New Beginnings (38,216 ) Add: Non-cash net assets assumed from New Beginnings 3,684,000 Less: Non-cash fair value of Common Stock Warrants (13,176,450 ) Less: Non-cash fair value of Post-Combination Warrants (1,980,000 ) Less: Non-cash fair value of Convertible Notes issued (48,273,641 ) Less: Other issuance costs included in accounts payable and accrued liabilities (3,618,792 ) Additional paid-in-capital from Business Combination, net of issuance costs paid $ 52,097,203 |
Schedule of number of shares Common Stock outstanding | Schedule of number of shares Common Stock outstanding New Beginnings shares of Common Stock outstanding prior to the Business Combination 14,795,000 Less: redemption of New Beginnings shares of Common Stock (9,997,049 ) Shares of Common Stock issued pursuant to the PIPE 7,500,000 Outstanding New Beginnings shares of Common Stock prior to the Business Combination, plus shares of Common Stock issued in PIPE Financing 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 restricted common stock 339,134 Conversion of Legacy Airspan Class B common stock 1,340,611 Conversion of Legacy Airspan restricted Class B 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) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition | |
Schedule of revenue | Schedule of revenue Three Months Ended Six Months Ended 2022 2021 2022 2021 Products sales $ 42,500 $ 33,874 $ 74,146 $ 71,655 Non-recurring engineering (“NRE”) - 4,833 1,156 6,958 Product maintenance contracts 911 1,463 1,809 4,626 Professional service contracts 2,003 959 3,937 2,863 Software licenses 1,162 745 2,546 1,348 Other 369 174 915 533 Total revenue $ 46,945 $ 42,048 $ 84,509 $ 87,983 |
Schedule of contracts with customers asset and liability | Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2021 $ 7,673 $ 2,902 Balance as of June 30, 2022 8,704 4,588 Change $ 1,031 $ 1,686 |
Schedule of revenues from contract liability | Schedule of revenues from contract liability Three Months Ended Six Months Ended 2022 2021 2022 2021 Amounts included in the beginning of year contract liability balance $ 835 $ 877 $ 1,880 $ 4,427 |
Schedule of product warranty liabilities | Schedule of product warranty liabilities Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Balance, beginning of period $ 1,341 $ 1,019 $ 1,285 $ 1,019 Accruals 930 168 1,167 260 Settlements (913 ) (88 ) (1,094 ) (180 ) Balance, end of period $ 1,358 $ 1,099 $ 1,358 $ 1,099 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets, net | Schedule of Intangible assets, net Weighted June 30, 2022 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,798 ) $ 5,012 Customer relationships 6 2,130 (1,272 ) 858 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (4,970 ) $ 5,870 Weighted December 31, 2021 Average Gross Carrying Accumulated Amortization Net Carrying Amount Internally developed technology 10 $ 7,810 $ (2,408 ) $ 5,402 Customer relationships 6 2,130 (1,094 ) 1,036 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (4,402 ) $ 6,438 |
Schedule of estimated amortization expense | Schedule of estimated amortization expense 2022 $ 570 2023 1,136 2024 1,107 2025 781 2026 781 Thereafter 1,495 Total $ 5,870 |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of other accrued expenses | Schedule of other accrued expenses June 30, December 31, Payroll and related benefits and taxes $ 8,937 $ 7,258 Royalties 2,719 2,870 Agent and sales commissions 2,762 2,833 Right-of-use lease liability, current portion 2,306 2,599 Tax liabilities 1,938 1,611 Product warranty liabilities 1,358 1,285 Product marketing 785 752 Manufacturing subcontractor costs 2,019 2,165 Legal and professional services 2,255 2,275 Other 1,823 3,319 Other accrued expenses $ 26,902 $ 26,967 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, Convertible Notes $ 41,887 Accrued interest (a) 1,790 Subtotal 43,677 Loan discount costs (1,072 ) Total Convertible Notes $ 42,605 (a) The accrued interest will accrete to principal value by the end of the term, December 30, 2024. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assumptions | Schedule of assumptions Level in June 30, 2022 December 31, 2021 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 36,305 $ 36,305 $ 62,937 $ 62,937 Restricted cash 1 51 51 185 185 Cash and investment in severance benefit accounts 1 3,514 3,514 3,687 3,687 Liabilities: Subordinated term loan (a) 2 $ 39,706 $ 26,436 $ 37,991 $ 28,376 Subordinated debt (a) 2 10,844 7,470 10,577 7,674 Senior term loan (a) 2 41,036 39,829 41,063 43,276 Convertible debt 2 42,605 45,952 41,343 44,494 Public Warrants 1 1,380 1,380 8,510 8,510 Warrants (b) 3 499 499 1,317 1,317 (a) As of June 30, 2022 and December 31, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan under the Fortress Credit Agreement, followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the subordinated term loan, subordinated debt and senior term loan were 21.53%, 21.83% and 17.8%, respectively, as of June 30, 2022 and 17.16%, 16.83% and 13.8%, respectively, as of December 31, 2021. (b) As of June 30, 2022 and December 31, 2021, 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 as of June 30, 2022 were as follows: |
Schedule of assumptions | Schedule of assumptions Post- Combination Warrants Private Placement Warrants Assumptions: Stock price $ 2.99 $ 2.99 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 2.78 % 2.96 % Expected volatility 81.2 % 45.2 % Dividend yield 0.0 % 0.0 % |
Schedule of assumptions | Schedule of assumptions June 30, Issuance Date Assumptions: Stock price $ 2.99 $ 9.75 Conversion strike price $ 8.00 $ 12.50 Volatility 59.00 % 25.00 % Dividend yield 0.00 % 0.00 % Risk free rate 2.91 % 0.51 % Debt discount rate 17.80 % 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 25.00 % 25.00 % |
Schedule of warrants | Schedule of warrants (in thousands) Warrants Conversion option derivative Call and contingent put derivative Beginning balance, December 31, 2021 $ 1,317 $ 1,343 $ 1,651 Change in fair value (818 ) 4,570 (559 ) Ending balance, June 30, 2022 $ 499 $ 5,913 $ 1,092 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of summarizes share-based compensation expense | Schedule of summarizes share-based compensation expense Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 1,169 $ 254 $ 2,135 $ 468 Sales and marketing 1,197 196 2,279 336 General and administrative 4,541 363 9,015 657 Cost of sales 65 14 107 28 Total share-based compensation $ 6,972 $ 827 $ 13,536 $ 1,489 |
Schedule of common stock options | Schedule of common stock options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Weighted-Average Outstanding, December 31, 2021 5,489,492 $ 4.23 6.05 $ 2.27 Granted 2,654,904 2.81 - 2.20 Exercised - - - -- Forfeited (14,114 ) 6.01 - 2.59 Expired (146,668 ) 5.10 - 2.73 Outstanding, June 30, 2022 (a) 7,983,614 $ 3.74 7.06 $ 2.24 Exercisable, June 30, 2022 (b) 4,305,177 $ 3.98 5.21 $ 2.09 (a) The aggregate intrinsic value of all stock options outstanding as of June 30, 2022 was $ 1.9 (b) The aggregate intrinsic value of all vested/exercisable stock options as of June 30, 2022 was $ 0.9 |
Schedule of Unvested Restricted Stock Units | Schedule of Unvested Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Outstanding (nonvested), December 31, 2021 351,831 $ 9.63 Granted - - Forfeited - - Outstanding (nonvested), June 30, 2022 351,831 $ 9.63 As of June 30, 2022, there was $ 0.4 0.12 Restricted Stock Units As part of the consideration in the Business Combination, RSUs with respect to 1,750,000 9.75 The following table sets forth the activity for all RSUs: Number of Weighted Average Outstanding (nonvested), December 31, 2021 2,962,884 $ 8.60 Granted 3,552,935 2.93 Forfeited (108,500 ) 6.94 Outstanding (nonvested), June 30, 2022 6,407,319 $ 5.49 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (21,017 ) $ (10,418 ) $ (50,755 ) $ (23,967 ) Denominator - basic and diluted: Weighted average common shares outstanding 72,335,952 59,714,562 72,335,952 59,713,471 Net loss per share - basic and diluted $ (0.29 ) $ (0.17 ) $ (0.70 ) $ (0.40 ) |
Schedule of anti-dilutive net loss per share | Schedule of anti-dilutive net loss per share June 30, 2022 2021 Stock options outstanding 7,983,614 1,018,125 Non-vested shares of restricted stock 6,759,150 72,989 Warrants (a) - - Convertible notes (a) - - (a) The Convertible Notes and warrants referred to in Notes 10 and 13 were also excluded on an as converted basis because their effect would have been anti-dilutive. |
BASIS OF PRESENTATION AND ACC_3
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||
Assets, Current | $ 118,800 | $ 118,800 | |||
Liabilities, Current | 72,800 | 72,800 | |||
Cash flow from operating activities | 22,500 | ||||
Accounts Receivable, after Allowance for Credit Loss | $ 400 | $ 400 | $ 400 | ||
Five Suppliers [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk | 94.30% | 92.80% | 91.10% | 97.60% | |
Accounts Receivable [Member] | Non Us Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk | 50.70% | 70.80% | 57.90% | 69.60% | |
Accounts Receivable [Member] | Two Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk | 50.90% | ||||
Accounts Receivable, after Allowance for Credit Loss | $ 24,500 | $ 24,500 | |||
Accounts Receivable [Member] | Three Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk | 58.20% | ||||
Accounts Receivable, after Allowance for Credit Loss | $ 23,700 | $ 23,700 | |||
Revenue Benchmark [Member] | Three Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk | 70% | 59% | 68% | 59% | |
Sales [Member] | Two Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk | 10% | ||||
Sales [Member] | Three Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk | 10% |
THE BUSINESS COMBINATION (Detai
THE BUSINESS COMBINATION (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
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 |
Less: Underwriting fees and other issuance costs paid at Closing | 23,353,127 |
Cash proceeds from the Business Combination | 115,500,302 |
Less: Non-cash net liabilities assumed from New Beginnings | (38,216) |
Add: Non-cash net assets assumed from New Beginnings | 3,684,000 |
Less: Non-cash fair value of Common Stock Warrants | (13,176,450) |
Less: Non-cash fair value of Post-Combination Warrants | (1,980,000) |
Less: Non-cash fair value of Convertible Notes issued | (48,273,641) |
Less: Other issuance costs included in accounts payable and accrued liabilities | (3,618,792) |
Additional paid-in-capital from Business Combination, net of issuance costs paid | $ 52,097,203 |
THE BUSINESS COMBINATION (Det_2
THE BUSINESS COMBINATION (Details 1) $ in Thousands | Jun. 30, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
New Beginnings shares of Common Stock outstanding prior to the Business Combination | $ 14,795,000 |
Less: redemption of New Beginnings shares of Common Stock | 9,997,049 |
Shares of Common Stock issued pursuant to the PIPE | 7,500,000 |
Outstanding New Beginnings shares of Common Stock prior to the Business Combination, plus shares of Common Stock issued in PIPE Financing | 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 restricted common stock | 339,134 |
Conversion of Legacy Airspan Class B common stock | 1,340,611 |
Conversion of Legacy Airspan restricted Class B 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 ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Aug. 13, 2021 | |
Debt Instrument [Line Items] | |||
Restricted stock units issued | $ 17,500,000 | ||
Warrants issued | 11,500,000 | ||
Professional fees | 27,000 | ||
Principal amount | $ 50,000 | $ 50,000 | |
Stock options exchanged | 5,815,796 | ||
Restricted stock units issued | 1,750,000 | ||
Stock reserved for issuance | 4,257,718 | ||
P I P E Investor [Member] | |||
Debt Instrument [Line Items] | |||
Number of share purchase | 7,500,000 | ||
Share purchase price | $ 75,000 | ||
Secured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Conversion price | $ 12.50 | ||
Principal amount | $ 50,000,000 | ||
Interest rate | 7% | ||
Maturity date | Dec. 30, 2024 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total revenues | $ 46,945 | $ 42,048 | $ 84,509 | $ 87,983 |
Product Sales [Member] | ||||
Total revenues | 42,500 | 33,874 | 74,146 | 71,655 |
Nonrecurring Engineering [Member] | ||||
Total revenues | 4,833 | 1,156 | 6,958 | |
Product Maintenance Contracts [Member] | ||||
Total revenues | 911 | 1,463 | 1,809 | 4,626 |
Professional Service Contracts [Member] | ||||
Total revenues | 2,003 | 959 | 3,937 | 2,863 |
Software Licenses [Member] | ||||
Total revenues | 1,162 | 745 | 2,546 | 1,348 |
Other [Member] | ||||
Total revenues | $ 369 | $ 174 | $ 915 | $ 533 |
REVENUE RECOGNITION (Details 1)
REVENUE RECOGNITION (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue Recognition | ||
Contract assets | $ 8,704 | $ 7,673 |
Contracts liabilities | 4,588 | $ 2,902 |
Contract assets | 1,031 | |
Contracts liabilities | $ 1,686 |
REVENUE RECOGNITION (Details 2)
REVENUE RECOGNITION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue Recognition | ||||
Amounts included in the beginning of year contract liability balance | $ 835 | $ 877 | $ 1,880 | $ 4,427 |
REVENUE RECOGNITION (Details 3)
REVENUE RECOGNITION (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue Recognition | ||||
Balance, beginning of period | $ 1,341 | $ 1,019 | $ 1,285 | $ 1,019 |
Product warrant liabilities Accruals | 930 | 168 | 1,167 | 260 |
Product warrant liabilities settlements | (913) | (88) | (1,094) | (180) |
Balance, end of period | $ 1,358 | $ 1,099 | $ 1,358 | $ 1,099 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 46,945 | $ 42,048 | $ 84,509 | $ 87,983 | |
Deferred revenue, current and non current | 4,600 | 4,600 | $ 2,900 | ||
Revenue performance obligations | 4,500 | 4,500 | $ 2,500 | ||
Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 0 | $ 1,400 | 0 | 3,500 | |
Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,200 | $ 3,400 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,840 | $ 10,840 |
Accumulated Amortization | (4,970) | (4,402) |
Net Carrying Amount | $ 5,870 | $ 6,438 |
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 | (2,798) | (2,408) |
Net Carrying Amount | $ 5,012 | $ 5,402 |
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 | (1,272) | (1,094) |
Net Carrying Amount | $ 858 | $ 1,036 |
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 | (180) | (180) |
Net Carrying Amount |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 570 | |
2023 | 1,136 | |
2024 | 1,107 | |
2025 | 781 | |
2026 | 781 | |
Thereafter | 1,495 | |
Total | $ 5,870 | $ 6,438 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 13,600 | $ 13,600 | $ 13,600 | ||
Amortization expense | $ 300 | $ 300 | $ 600 | $ 600 |
OTHER ACCRUED EXPENSES (Details
OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll and related benefits and taxes | $ 8,937 | $ 7,258 |
Royalties | 2,719 | 2,870 |
Agent and sales commissions | 2,762 | 2,833 |
Right-of-use lease liability, current portion | 2,306 | 2,599 |
Tax liabilities | 1,938 | 1,611 |
Product warranty liabilities | 1,358 | 1,285 |
Product marketing | 785 | 752 |
Manufacturing subcontractor costs | 2,019 | 2,165 |
Legal and professional services | 2,255 | 2,275 |
Other | 1,823 | 3,319 |
Other accrued expenses | $ 26,902 | $ 26,967 |
SUBORDINATED DEBT (Details Narr
SUBORDINATED DEBT (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Nov. 28, 2017 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 06, 2015 | ||
Defined Benefit Plan Disclosure [Line Items] | |||||
Subordinated debt | [1] | $ 10,844 | $ 10,577 | ||
Accrued interest | $ 9,700 | 8,000 | |||
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% | ||||
Subordinated debt | $ 9,000 | ||||
Accrued interest | $ 1,800 | $ 1,600 | |||
[1]As of June 30, 2022 and December 31, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan under the Fortress Credit Agreement, followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the subordinated term loan, subordinated debt and senior term loan were 21.53%, 21.83% and 17.8%, respectively, as of June 30, 2022 and 17.16%, 16.83% and 13.8%, respectively, as of December 31, 2021. |
SUBORDINATED TERM LOAN _ RELA_2
SUBORDINATED TERM LOAN – RELATED PARTY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||
May 23, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 09, 2016 | |
Offsetting Assets [Line Items] | ||||
Subordinated Debts | $ 30,000 | |||
Interest Payable, Current | $ 9,700 | $ 8,000 | ||
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 | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | |||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (21,017) | $ (10,418) | $ (50,755) | $ (23,967) | |
Senior term loan | 45,500 | 45,500 | $ 46,800 | ||
Accrued interest | 3,700 | 3,700 | $ 2,500 | ||
Convertible Note Agreement [Member] | |||||
Offsetting Assets [Line Items] | |||||
Liquidity | 15,000 | $ 20,000 | 15,000 | $ 20,000 | |
Convertible Note Agreement [Member] | Minimum [Member] | |||||
Offsetting Assets [Line Items] | |||||
Net Income (Loss) Available to Common Stockholders, Diluted | 23,000 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | 23,000 | ||||
Convertible Note Agreement [Member] | Maximum [Member] | |||||
Offsetting Assets [Line Items] | |||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 42,000 | ||||
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 | $ 34,000 | |||
Fortress Credit Agreement [Member] | Tranche 2 [Member] | |||||
Offsetting Assets [Line Items] | |||||
Term loan | $ 10,000 | $ 10,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
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 | Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible Debt | |||
Convertible Notes | $ 41,887 | ||
Accrued interest | [1] | 1,790 | |
Subtotal | 43,677 | ||
Loan discount costs | (1,072) | ||
Total Convertible Notes | $ 42,605 | $ 41,343 | |
[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 | 3 Months Ended | 6 Months Ended | ||||
Aug. 13, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Face amount | $ 50,000 | $ 50,000 | $ 50,000 | |||
Loss | (21,017) | $ (10,418) | (50,755) | $ (23,967) | ||
Convertible Note Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liquidity | $ 15,000 | $ 20,000 | 15,000 | $ 20,000 | ||
Convertible Note Agreement [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss | 23,000 | |||||
Convertible Note Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss | $ 42,000 | |||||
Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 50,000 | |||||
Interest rate | 7% | |||||
Maturity date | Dec. 30, 2024 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 36,305 | $ 62,937 | ||
Restricted Cash | 51 | 185 | $ 187 | |
Cash and investment in severance benefit accounts | 3,514 | 3,687 | ||
Subordinated term loan | [1] | 39,706 | 37,991 | |
Subordinated Debt | [1] | 10,844 | 10,577 | |
Senior Term Loans | [1] | 41,036 | 41,063 | |
Convertible Debt | 42,605 | 41,343 | ||
PublicWarrants | 1,380 | 8,510 | ||
Warrant | [2] | 499 | 1,317 | |
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 | 36,305 | 62,937 | ||
Restricted Cash | 51 | 185 | ||
Cash and investment in severance benefit accounts | 3,514 | 3,687 | ||
PublicWarrants | 1,380 | 8,510 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Subordinated term loan | [1] | 26,436 | 28,376 | |
Subordinated Debt | [1] | 7,470 | 7,674 | |
Senior Term Loans | [1] | 39,829 | 43,276 | |
Convertible Debt | 45,952 | 44,494 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant | [2] | $ 499 | $ 1,317 | |
[1]As of June 30, 2022 and December 31, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan under the Fortress Credit Agreement, followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the subordinated term loan, subordinated debt and senior term loan were 21.53%, 21.83% and 17.8%, respectively, as of June 30, 2022 and 17.16%, 16.83% and 13.8%, respectively, as of December 31, 2021.[2]As of June 30, 2022 and December 31, 2021, 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 as of June 30, 2022 were as follows: |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 2.99 | $ 9.75 |
Risk free rate | 2.91% | 0.51% |
Volatility | 59% | 25% |
Dividend yield | 0% | 0% |
Post Combination Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 2.99 | |
Risk free rate | 2.78% | |
Volatility | 81.20% | |
Dividend yield | 0% | |
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 | 2.99 | |
Exercise price | $ 11.50 | |
Risk free rate | 2.96% | |
Volatility | 45.20% | |
Dividend yield | 0% |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Stock price | $ 2.99 | $ 9.75 |
Conversion strike price | $ 8 | $ 12.50 |
Volatility | 59% | 25% |
Dividend yield | 0% | 0% |
Risk free rate | 2.91% | 0.51% |
Debt discount rate | 17.80% | 12.80% |
Coupon interest rate | 7% | 7% |
Face amount | $ 50,000 | $ 50,000 |
Probability of fundamental change | 25% | 25% |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details 3) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at beginning | $ 1,317 |
Change in fair value | (818) |
Balance at ending | 499 |
Conversion Option Derivative [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at beginning | 1,343 |
Change in fair value | 4,570 |
Balance at ending | 5,913 |
Call And Contingent Put Derivative [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at beginning | 1,651 |
Change in fair value | (559) |
Balance at ending | $ 1,092 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | $ 51,600 |
COMMON STOCK AND WARRANTS (Deta
COMMON STOCK AND WARRANTS (Details Narrative) - $ / shares | 1 Months Ended | 6 Months Ended | |||
Feb. 28, 2021 | Jan. 31, 2021 | Oct. 31, 2015 | Jun. 30, 2022 | Dec. 31, 2021 | |
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 | 72,335,952 | 72,335,952 | |||
Common stock, Shares outstanding | 72,335,952 | 72,335,952 | |||
Preferred stock, Shares issued | 0 | ||||
Preferred stock, Shares outstanding | 0 | ||||
Share price | $ 2.99 | $ 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 | 487,805 | ||
Exercise price | $ 61.50 | $ 61.50 | $ 61.50 | ||
Warrant term | 5 years | 5 years |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total share-based compensation | $ 6,972 | $ 827 | $ 13,536 | $ 1,489 |
Research and Development Expense [Member] | ||||
Total share-based compensation | 1,169 | 254 | 2,135 | 468 |
Selling and Marketing Expense [Member] | ||||
Total share-based compensation | 1,197 | 196 | 2,279 | 336 |
General and Administrative Expense [Member] | ||||
Total share-based compensation | 4,541 | 363 | 9,015 | 657 |
Cost of Sales [Member] | ||||
Total share-based compensation | $ 65 | $ 14 | $ 107 | $ 28 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Intrinsic value of options | $ 1,900 | |
Intrinsic value of vested/exercisable options | $ 900 | |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life (Years) | 7 years 21 days | 6 years 18 days |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares Options Outstanding, Beginning | 5,489,492 | |
Exercise Price Outstanding, Beginning | $ 4.23 | |
Weighted-Average Grant Date Fair Value,Beginning | $ 2.27 | |
Number of Shares Options Granted | 2,654,904 | |
Exercise Price Granted | $ 2.81 | |
Weighted-Average Grant Date Fair Value,Granted | $ 2.20 | |
Number of Shares Options Exercised | ||
Exercise Price Exercised | ||
Weighted-Average Grant Date Fair Value,Exercised | ||
Number of Shares Options Forfeited | (14,114) | |
Exercise Price Forfeited | $ 6.01 | |
Weighted-Average Grant Date Fair Value,Forfeited | $ 2.59 | |
Number of Shares Options Expired | (146,668) | |
Exercise Price Expired | $ 5.10 | |
Weighted-Average Grant Date Fair Value,Expired | $ 2.73 | |
Number of Shares Options Outstanding, Ending | 7,983,614 | 5,489,492 |
Exercise Price Outstanding, Ending | $ 3.74 | $ 4.23 |
Weighted-Average Grant Date Fair Value,Ending | $ 2.24 | $ 2.27 |
Exercisable | 4,305,177 | |
Exercise Price Outstanding, Ending | $ 3.98 | |
Weighted Average Remaining Contractual Life (Years) exercisable | 5 years 2 months 15 days | |
Weighted-average grant date fair value exercisable | $ 2.09 |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details 2) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Restricted Stock Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Options Outstanding, Beginning | 351,831 |
Weighted Average Grant Date Fair Value Outstanding, Beginning | $ / shares | $ 9.63 |
Number of Shares Options, Granted | |
Weighted Average Grant Date Fair Value Outstanding, Granted | $ / shares | |
Number of Shares Options, Forfeited | |
Weighted Average Grant Date Fair Value Outstanding, Forfeited | $ / shares | |
Number of Shares Options Outstanding, Ending | 351,831 |
Weighted Average Grant Date Fair Value Outstanding, Ending | $ / shares | $ 9.63 |
Number of Shares Options, Forfeited | |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Options Outstanding, Beginning | 2,962,884 |
Weighted Average Grant Date Fair Value Outstanding, Beginning | $ / shares | $ 8.60 |
Number of Shares Options, Granted | 3,552,935 |
Weighted Average Grant Date Fair Value Outstanding, Granted | $ / shares | $ 2.93 |
Number of Shares Options, Forfeited | 108,500 |
Weighted Average Grant Date Fair Value Outstanding, Forfeited | $ / shares | $ 6.94 |
Number of Shares Options Outstanding, Ending | 6,407,319 |
Weighted Average Grant Date Fair Value Outstanding, Ending | $ / shares | $ 5.49 |
Number of Shares Options, Forfeited | (108,500) |
SHARE-BASED COMPENSATION (Det_4
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended |
Jun. 21, 2022 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation expenses | $ 17,600 | |
Common Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 7,700 | |
Weighted average period | 3 years 2 months 8 days | |
Restricted Stock Unit [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 400 | |
Weighted average period | 1 month 13 days | |
Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average period | 1 year 11 months 19 days | |
Restricted stock granted | 1,750,000 | |
Weighted average grant date fair value | $ 9.75 | |
Plan 2021 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number shares issued | 5,643,450 | 11,651,168 |
Plan 2009 [Member] | Common Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common Stock reserved | 17,466,964 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (21,017) | $ (10,418) | $ (50,755) | $ (23,967) |
Weighted average common shares outstanding | 72,335,952 | 59,714,562 | 72,335,952 | 59,713,471 |
Net loss per share - basic and diluted | $ (0.29) | $ (0.17) | $ (0.70) | $ (0.40) |
NET LOSS PER SHARE (Details 1)
NET LOSS PER SHARE (Details 1) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive shares | 7,983,614 | 1,018,125 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive shares | 6,759,150 | 72,989 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Revenue from related party | $ 6,100 | $ 12,100 | |||
Accounts receivable | $ 400 | 400 | 400 | ||
Revenues | 46,945 | $ 42,048 | 84,509 | $ 87,983 | |
Sale [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 4,500 | $ 8,700 | |||
Stockholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party | 9,100 | 11,500 | |||
Legacy Airspan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party | $ 44 | $ 100 | $ 400 |