Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | Airspan Networks Holdings Inc. (“Airspan”, the “registrant”, “we” or “our”) hereby amends the Prior Registration Statements to include certain updates to the unaudited pro forma financial information related to the sale of Mimosa Networks, Inc. and to update certain other information in the Registration Statement. No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Prior Registration Statements. |
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 Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 7,253 | $ 62,937 | |
Restricted cash | 34 | 185 | |
Accounts receivable, net of allowance of $647 and $309 at December 31, 2022 and 2021, respectively | 46,565 | 57,980 | |
Inventory | 18,556 | 17,217 | |
Prepaid expenses and other current assets | 17,289 | 18,833 | |
Total current assets | 89,697 | 157,152 | |
Property, plant and equipment, net | 7,351 | 7,741 | |
Goodwill | 13,641 | 13,641 | |
Intangible assets, net | 5,302 | 6,438 | |
Right-of-use assets, net | 5,697 | 6,585 | |
Other non-current assets | 3,407 | 3,942 | |
Total assets | 125,095 | 195,499 | |
Current liabilities: | |||
Accounts payable | 26,173 | 29,709 | |
Accrued expenses and other current liabilities | 32,243 | 26,967 | |
Deferred revenue | 2,892 | 2,902 | |
Senior term loan, current portion | 40,529 | 3,187 | |
Subordinated debt | 11,119 | [1] | 10,577 |
Subordinated term loan - related party | 41,528 | ||
Convertible debt | 43,928 | ||
Current portion of long-term debt | 259 | 275 | |
Total current liabilities | 198,671 | 73,617 | |
Subordinated term loan - related party | 37,991 | ||
Senior term loan | 37,876 | ||
Convertible debt | 41,343 | ||
Other long-term liabilities | 7,223 | 20,924 | |
Total liabilities | 205,894 | 211,751 | |
Stockholders’ deficit: | |||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 74,283,026 and 72,335,952 shares issued and outstanding at December 31, 2022 and 2021, respectively | 7 | 7 | |
Additional paid-in capital | 770,427 | 749,592 | |
Accumulated deficit | (851,233) | (765,851) | |
Total stockholders’ deficit | (80,799) | (16,252) | |
Total liabilities and stockholders’ deficit | $ 125,095 | $ 195,499 | |
[1]As of March 31, 2023 and December 31, 2022, 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 – related party, subordinated debt and senior term loan were 33.98%, 37.59% and 28.00%, respectively, as of March 31, 2023 and 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Allowance | $ 450 | $ 647 | $ 309 |
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, Shares issued | 74,582,992 | 74,283,026 | 72,335,952 |
Common stock, Shares outstanding | 74,582,992 | 74,283,026 | 72,335,952 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 167,259 | $ 177,283 |
Cost of revenues: | ||
Total cost of revenues | 100,819 | 99,312 |
Gross profit | 66,440 | 77,971 |
Operating expenses: | ||
Research and development | 61,377 | 63,350 |
Sales and marketing | 30,587 | 33,839 |
General and administrative | 40,070 | 40,878 |
Amortization of intangibles | 1,136 | 1,191 |
Restructuring costs | 1,279 | |
Total operating expenses | 134,449 | 139,258 |
Loss from operations | (68,009) | (61,287) |
Interest expense, net | (20,394) | (12,813) |
Change in fair value of warrant liability and derivatives, net | 7,085 | 4,116 |
Gain on extinguishment of debt | 2,096 | |
Other expense, net | (4,261) | (3,328) |
Loss before income taxes | (85,579) | (71,216) |
Income tax benefit | 197 | 690 |
Net loss | $ (85,382) | $ (70,526) |
Loss per share - basic and diluted | $ (1.17) | $ (1.09) |
Weighted average shares outstanding - basic and diluted | 72,782,773 | 64,509,718 |
Products And Software Licenses [Member] | ||
Revenues: | ||
Total revenues | $ 148,922 | $ 151,172 |
Cost of revenues: | ||
Total cost of revenues | 95,335 | 95,442 |
Maintenance Warranty And Services [Member] | ||
Revenues: | ||
Total revenues | 18,337 | 26,111 |
Cost of revenues: | ||
Total cost of revenues | $ 5,484 | $ 3,870 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 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) |
Balance at Beginning, shares at Dec. 31, 2020 | 59,710,047 | |||
Net loss | (70,526) | (70,526) | ||
Issuance of Series H preferred stock and warrants, net of issuance costs | 647 | 647 | ||
Exercise of common stock options | 1,074 | 1,074 | ||
Exercise of common stock options, shares | 327,954 | |||
Extinguishment of pre-combination warrant liability in connection with the Reverse Recapitalization | 10,291 | 10,291 | ||
Business Combination and PIPE financing, net of redemptions and equity issuance costs of $27.0 million | $ 1 | 52,097 | 52,098 | |
Business Combination and PIPE financing, net of redemptions and equity issuance costs of $26.2 million, shares | 12,297,951 | |||
Share-based compensation expense | 10,577 | 10,577 | ||
Ending balance, value at Dec. 31, 2021 | $ 7 | 749,592 | (765,851) | (16,252) |
Balance at ending, 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) |
Balance at ending, shares at Mar. 31, 2022 | 72,335,952 | |||
Beginning balance, value at Dec. 31, 2021 | $ 7 | 749,592 | (765,851) | (16,252) |
Balance at Beginning, shares at Dec. 31, 2021 | 72,335,952 | |||
Net loss | (85,382) | (85,382) | ||
Issuance of restricted shares, net of shares withheld for taxes | (295) | (295) | ||
Issuance of restricted shares, net of shares withheld for taxes, shares | 1,947,074 | |||
Share-based compensation expense | 21,130 | 21,130 | ||
Ending balance, value at Dec. 31, 2022 | $ 7 | 770,427 | (851,233) | (80,799) |
Balance at ending, shares at Dec. 31, 2022 | 74,283,026 | |||
Net loss | (20,889) | (20,889) | ||
Share-based compensation expense | 1,939 | 1,939 | ||
Ending balance, value at Mar. 31, 2023 | $ 7 | $ 772,205 | $ (872,122) | $ (99,910) |
Balance at ending, shares at Mar. 31, 2023 | 74,582,992 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (85,382) | $ (70,526) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,622 | 4,294 |
Foreign exchange gain on long-term debt | (16) | (14) |
Gain on extinguishment of debt | (2,096) | |
Change in fair value of warrants and derivatives | (7,085) | (7,940) |
Non-cash debt waiver and amendment fees | 3,321 | |
Share-based compensation expense | 21,130 | 10,577 |
Loss on disposal of property, plant and equipment | 22 | |
Bad debt expense | 638 | 289 |
Total adjustments | 22,610 | 5,132 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 10,777 | 12,352 |
(Increase) decrease in inventory | (1,339) | (5,198) |
Decrease in prepaid expenses and other current assets | 1,544 | (6,547) |
Increase in other operating assets | 535 | (105) |
(Decrease) increase in accounts payable | (3,536) | (10,790) |
Increase in deferred revenue | (10) | (4,619) |
Increase in accrued expenses and other current liabilities | 2,418 | 4,429 |
Increase in other long-term liabilities | (5,728) | 616 |
Increase in accrued interest on long-term debt | 10,947 | 8,571 |
Net cash used in operating activities | (47,164) | (66,685) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (3,096) | (6,033) |
Net cash used in investing activities | (3,096) | (6,033) |
Cash flows from financing activities: | ||
Repayments under senior term loan | (5,280) | |
Payment for taxes withheld on stock awards | (295) | |
Proceeds from the Business Combination, issuance of convertible debt and PIPE financing, net of issuance costs paid | 115,501 | |
Proceeds from the exercise of stock options | 1,074 | |
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 | (5,575) | 117,222 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (55,835) | 44,504 |
Cash, cash equivalents and restricted cash, beginning of year | 63,122 | 18,618 |
Cash, cash equivalents and restricted cash, end of year | 7,287 | 63,122 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | (6,091) | (12,809) |
Cash paid for income taxes, net of cash received from R&D tax credit refunds | (73) | |
Cash received from R&D tax credit refunds, net of cash paid for income taxes | 509 | |
Operating cash flows from operating leases | (2,830) | (3,006) |
Lease liability obtained in exchange for obtaining right-of-use assets | 1,494 | 796 |
Supplemental disclosure of non-cash financing activities: | ||
Reclassification of redeemable convertible preferred stock warrants to additional paid-in capital | 10,291 | |
Non-cash net liabilities assumed from business combination | $ 38 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,282 | $ 7,253 |
Restricted cash | 34 | 34 |
Accounts receivable, net of allowance of $450 and $647 as of March 31, 2023 and December 31, 2022, respectively | 24,753 | 46,565 |
Inventory | 15,802 | 18,556 |
Prepaid expenses and other current assets | 17,907 | 17,289 |
Assets held for sale – current | 12,592 | |
Total current assets | 74,370 | 89,697 |
Property, plant and equipment, net | 5,972 | 7,351 |
Goodwill | 13,641 | |
Intangible assets, net | 5,302 | |
Right-of-use assets, net | 4,230 | 5,697 |
Other non-current assets | 20,160 | 3,407 |
Assets held for sale – non-current | 20,791 | |
Total assets | 125,523 | 125,095 |
Current liabilities: | ||
Accounts payable | 16,957 | 26,173 |
Accrued expenses and other current liabilities | 30,401 | 32,243 |
Deferred revenue | 1,957 | 2,892 |
Senior term loan, current portion | 40,993 | 40,529 |
Subordinated debt | 11,256 | 11,119 |
Subordinated term loan – related party | 42,449 | 41,528 |
Convertible debt | 45,492 | 43,928 |
Current portion of long-term debt | 263 | 259 |
Liabilities held for sale – current | 11,963 | |
Total current liabilities | 201,731 | 198,671 |
Other long-term liabilities | 6,408 | 7,223 |
Liabilities held for sale – non-current | 17,294 | |
Total liabilities | 225,433 | 205,894 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 74,582,992 and 74,283,026 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 7 | 7 |
Additional paid-in capital | 772,205 | 770,427 |
Accumulated deficit | (872,122) | (851,233) |
Total stockholders’ deficit | (99,910) | (80,799) |
Total liabilities and stockholders’ deficit | $ 125,523 | $ 125,095 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Allowance | $ 450 | $ 647 | $ 309 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 74,582,992 | 74,283,026 | 72,335,952 |
Common stock, shares outstanding | 74,582,992 | 74,283,026 | 72,335,952 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||
Total revenues | $ 24,773 | $ 37,564 | $ 167,259 | $ 177,283 |
Cost of revenues: | ||||
Total cost of revenues | 14,426 | 25,495 | 100,819 | 99,312 |
Gross profit | 10,347 | 12,069 | 66,440 | 77,971 |
Operating expenses: | ||||
Research and development | 14,191 | 16,521 | 61,377 | 63,350 |
Sales and marketing | 5,682 | 9,330 | 30,587 | 33,839 |
General and administrative | 7,665 | 11,158 | 40,070 | 40,878 |
Amortization of intangibles | 189 | 284 | 1,136 | 1,191 |
Restructuring costs | 260 | 1,279 | ||
Total operating expenses | 27,987 | 37,293 | 134,449 | 139,258 |
Loss from operations | (17,640) | (25,224) | (68,009) | (61,287) |
Interest expense, net | (4,534) | (4,568) | (20,394) | (12,813) |
Change in fair value of warrant liability and derivatives, net | 642 | 457 | ||
Other income (expense), net | 561 | (506) | (4,261) | (3,328) |
Loss before income taxes | (20,971) | (29,841) | (85,579) | (71,216) |
Income tax benefit | 82 | 103 | 197 | 690 |
Net loss | $ (20,889) | $ (29,738) | $ (85,382) | $ (70,526) |
Loss per share – basic and diluted | $ (0.28) | $ (0.41) | $ (1.17) | $ (1.09) |
Weighted average shares outstanding – basic and diluted | 74,473,741 | 72,335,952 | 72,782,773 | 64,509,718 |
Products And Software Licenses [Member] | ||||
Revenues: | ||||
Total revenues | $ 21,210 | $ 33,576 | $ 148,922 | $ 151,172 |
Cost of revenues: | ||||
Total cost of revenues | 13,295 | 24,473 | 95,335 | 95,442 |
Maintenance Warranty And Services [Member] | ||||
Revenues: | ||||
Total revenues | 3,563 | 3,988 | 18,337 | 26,111 |
Cost of revenues: | ||||
Total cost of revenues | $ 1,131 | $ 1,022 | $ 5,484 | $ 3,870 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 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) |
Balance at Beginning, shares at Dec. 31, 2020 | 59,710,047 | |||
Net loss | (70,526) | (70,526) | ||
Share-based compensation expense | 10,577 | 10,577 | ||
Ending balance, value at Dec. 31, 2021 | $ 7 | 749,592 | (765,851) | (16,252) |
Balance at ending, 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) |
Balance at ending, shares at Mar. 31, 2022 | 72,335,952 | |||
Beginning balance, value at Dec. 31, 2021 | $ 7 | 749,592 | (765,851) | (16,252) |
Balance at Beginning, shares at Dec. 31, 2021 | 72,335,952 | |||
Net loss | (85,382) | (85,382) | ||
Share-based compensation expense | 21,130 | 21,130 | ||
Ending balance, value at Dec. 31, 2022 | $ 7 | 770,427 | (851,233) | (80,799) |
Balance at ending, shares at Dec. 31, 2022 | 74,283,026 | |||
Net loss | (20,889) | (20,889) | ||
Issuance of restricted shares, net of shares withheld for taxes | (161) | (161) | ||
Issuance of restricted shares, net of shares withheld for taxes, Shares | 299,966 | |||
Share-based compensation expense | 1,939 | 1,939 | ||
Ending balance, value at Mar. 31, 2023 | $ 7 | $ 772,205 | $ (872,122) | $ (99,910) |
Balance at ending, shares at Mar. 31, 2023 | 74,582,992 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (20,889) | $ (29,738) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,052 | 1,121 |
Foreign exchange loss (gain) on long-term debt | 4 | (3) |
Bad debt expense | 26 | 7 |
Non-cash debt amendment fee | 463 | |
Change in fair value of warrants and derivatives, net | (642) | (457) |
Share-based compensation | 1,939 | 6,564 |
Total adjustments | 2,379 | 7,695 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 14,366 | 8,185 |
Increase in inventory | (2,187) | (1,765) |
(Increase) decrease in prepaid expenses and other current assets | (849) | 93 |
Decrease in other operating assets | 58 | 88 |
Increase (decrease) in accounts payable | 889 | (1,088) |
(Decrease) increase in deferred revenue | (664) | 317 |
Increase (decrease) in other accrued expenses and other current liabilities | 387 | (1,430) |
Increase in other long-term liabilities | 182 | 90 |
Increase in accrued interest on long-term debt | 3,966 | 2,673 |
Net cash used in operating activities | (2,362) | (14,880) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (568) | (807) |
Net cash used in investing activities | (568) | (807) |
Cash flows from financing activities: | ||
Repayment of senior term loan | (880) | (1,320) |
Payment for taxes withheld on stock awards | (161) | |
Net cash (used in) provided by financing activities | (1,041) | (1,320) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (3,971) | (17,007) |
Cash, cash equivalents and restricted cash, beginning of year | 7,287 | 63,122 |
Cash, cash equivalents and restricted cash, end of year | 3,316 | 46,115 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 567 | 1,431 |
Cash paid for income taxes | 7 | 159 |
Supplemental disclosures of non-cash financing activity | ||
Non-cash debt amendment fee | 463 | |
Cash and cash equivalents | 3,282 | 45,930 |
Restricted cash | 34 | 185 |
Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statement of cash flows | $ 3,316 | $ 46,115 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BUSINESS AND BASIS OF PRESENTATION | 1. BUSINESS Airspan Networks Holdings Inc. (the “Company”) designs and produces wireless network equipment for 4G and 5G networks for both mainstream public telecommunications service providers and private network implementations. Airspan provides Radio Access Network (“RAN”) products based on Open Virtualized Cloud Native Architectures that support technologies including 5G new radio (“5G NR”) and Long-Term Evolution (“LTE”), and Fixed Wireless standards, operating in licensed, lightly-licensed and unlicensed frequencies. The market for the Company’s wireless systems includes mobile carriers, other public network operators and private and government network operators for command and control in industrial and public safety applications such as smart utilities, defense, transportation, mining and oil and gas. The Company’s strategy applies the same network technology across all addressable sectors. The Company’s main operations are in Slough, United Kingdom; 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. Mimosa Sale On March 8, 2023 (the “Closing Date”), the Company entered into a Stock Purchase Agreement (the “Mimosa Purchase Agreement”) with Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Seller”), Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Seller (“Mimosa”), and Radisys Corporation, an Oregon corporation (“Buyer”), pursuant to which Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $ 60.0 The accounting requirements for reporting the Mimosa business as held for sale were met, however, the requirements for discontinued operations were not met. Accordingly, the consolidated financial statements and notes to the consolidated financial statements reflect the assets and liabilities of the Mimosa business as held for sale for the periods presented. (See Note 6). | 1. BUSINESS AND BASIS OF PRESENTATION Business On August 13, 2021 (the “Closing”), Airspan Networks Holdings Inc. (formerly New Beginnings Acquisition Corp.) (the “Company”) consummated its previously announced business combination transaction (the “Business Combination”) pursuant to the business combination agreement (the “Business Combination Agreement”), dated March 8, 2021, by and among the Company, Artemis Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and Airspan Networks Inc., a Delaware corporation (“Legacy Airspan”) (See Note 3). In connection with the Closing of the Business Combination, the Company changed its name to 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 (“5G NR”) and Long-Term Evolution (“LTE”), and Fixed Wireless standards, operating in licensed, lightly-licensed and unlicensed frequencies. The market for the Company’s wireless systems includes mobile carriers, other public network operators and private and government network operators for command and control in industrial and public safety applications such as smart utilities, defense, transportation, mining and oil and gas. The Company’s strategy applies the same network technology across all addressable sectors. The Company’s main operations are in Slough, United Kingdom (“U.K.”); Mumbai and Bangalore, India; Tokyo, Japan; Airport City, Israel; Santa Clara, California; and the Company’s corporate headquarters are in the United States (“U.S.”) in Boca Raton, Florida. Basis of Presentation and Principles of Consolidation The accompanying 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company accounted for its investment in Dense Air Ltd. (“Dense Air”) and Dense Air Networks L.P. as an equity method investment. As of March 7, 2022, Dense Air ceased to be a related party. (See Note 24). 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 $ 89.7 198.7 47.2 Going concern The accompanying financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern. We will need to secure additional funding to meet our operations on a timely basis, to satisfy our debt covenants and, ultimately, to attain profitable operations. In addition, as discussed in Notes 12 and 13 to the consolidated financial statements, the Company’s senior term loan and Convertible Notes require certain financial covenants to be met. The Company was not in compliance with the minimum last twelve-month EBITDA covenant and the minimum last twelve-month revenue covenant under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes as of the December 31, 2022 quarterly measurement date, and we were not in compliance with the minimum liquidity covenant under the Fortress Credit Agreement and the Fortress Convertible Note Agreement at all times from November 29, 2022, each of which is an event of default under those agreements. The Company is seeking a waiver with respect to current breaches. However, there can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive the existing covenant breaches. Even if the Company receives a waiver with respect to such existing covenant breaches, based on management’s current forecast, absent additional financing or capital raising, the Company has concluded it is probable that the Company will not be in compliance with certain of the prospective financial covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes during certain periods of the next twelve months. Accordingly, while the Company may seek future waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of existing financial covenants included in the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes, the Company is also pursuing alternative sources of capital so that it would be able to satisfy its prospective minimum liquidity obligations under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes. There can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive any breaches thereunder that may arise in the future or that we will otherwise be able to remedy such breaches. In the absence of waivers or remedies of existing covenant breaches or any additional breaches that may arise in the future, the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes could (i) elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and other premiums, and institute foreclosure proceedings against the Company’s assets, (ii) elect to apply the default interest rate under the Fortress Credit Agreement and the Fortress Convertible Note Agreement and related agreements, and (iii) with respect to the Fortress Credit Agreement, elect to terminate their delayed draw commitments thereunder and cease making further loans. As a result of any of these actions, the Company could be forced into bankruptcy or liquidation. In addition, the Company’s subordinated term loan – related party (see Note 11) and subordinated debt (see Note 10) could be accelerated or required to be paid due to provisions contained within those instruments. As a result, the Company has classified its senior term loan, convertible debt, subordinated term loan and subordinated debt as current at December 31, 2022. 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 improve days sales outstanding 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 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 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. Global Economic Conditions The Company has experienced supply chain disruptions and inflationary impacts across our businesses, driven by the impact of the COVID-19 pandemic, the war in Ukraine and resulting economic sanctions, and general macroeconomic factors. These factors have increased our operating costs. While the Company is taking actions to respond to the supply chain disruptions, inflationary environment, and global demand dynamics, we may not be able to enact these measures in a timely manner, or the measures may not be sufficient to offset the increase in costs, which could have a material adverse impact on our results of operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity, or remaining maturity when acquired, of three months or less to be cash equivalents. Cash and cash equivalents are all maintained in bank accounts. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): Schedule of cash and cash equivalents December 31, 2022 2021 Cash and cash equivalents $ 7,253 $ 62,937 Restricted cash 34 185 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 7,287 $ 63,122 Restricted cash consists of cash on deposit and cash pledged as collateral to secure the guarantees described in Note 12. The cash on deposit balance reflects the remaining balance available of the senior term loan (see Note 12) that is solely for the purpose of financing the manufacture of products for a specific customer’s network. Restricted cash balances were as follows (in thousands): Schedule of restricted cash December 31, 2022 2021 Customer and supplier guarantees $ 34 $ 175 Landlord guarantees - 10 Total $ 34 $ 185 Accounts receivable Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at the invoiced amount and do not bear interest. Receivables are recorded net of the allowance for doubtful accounts in the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable based on a combination of factors, such as historical experience, credit quality, country risk, current level of business, age of the accounts receivable and current economic conditions. The Company regularly analyzes its customer accounts overdue more than 90 days, and when it becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance to reduce the related receivable to the amount it reasonably believes to be collectible. When collection efforts cease or collection is considered remote, the account and related allowance are written off. Inventory Inventory is stated at the lower of cost or net realizable value under the average cost method. Cost includes all costs incurred in bringing each product to its present location and condition. We record inventory write-downs to net realizable value through an allowance for obsolete and slow-moving items based on inventory turnover trends and historical experience. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of general and administrative expenses in the consolidated statements of operations. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, based on prices prevailing at the date of acquisition of each asset evenly over its expected useful life, as follows: ● Plant, machinery and equipment — over 2 5 ● Furniture and fixtures — over 4 5 ● Leasehold improvements — over lesser of the minimum lease term or the useful life Goodwill Goodwill is the result of a business combination that occurred in 2018 (See Note 8). Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized; however, it is assessed for impairment at least annually, or more frequently if triggering events occur. The Company’s annual assessment date is December 1. For purposes of the annual assessment, management initially performs a qualitative assessment, which includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a combination of a discounted cash flow analysis and the guideline company approach. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The guideline company method develops valuation multiples by comparing the Company’s reporting units to similar publicly traded companies. Key valuation assumptions used in determining the fair value estimates of the Company’s reporting units rely on: (a) the selection of similar companies; and (b) the selection of valuation multiples as they apply to the reporting unit characteristics. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. For the annual assessments in 2022, the Company bypassed the optional qualitative impairment assessment (step zero) and performed a quantitative assessment. Based on the results of the quantitative assessment performed, the fair value of the reporting unit exceeded its carrying amount. Intangible assets, net The Company’s intangible assets are primarily the result of business combinations and include acquired developed technology, customer relationships, trademarks and non-compete agreements. These are amortized utilizing a straight-line method over their estimated useful lives. When establishing useful lives, the Company considers the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with the Company’s finite-lived intangible assets. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of long-lived assets.” Impairment of long-lived assets The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No Other non-current assets Other non-current assets represent the value of funded employee severance benefit accounts and deposits issued to landlords. Eighteen employees are entitled to one month of the employee’s current salary, multiplied by the number of years of employment. The Company accrues a liability for this obligation and funds an employee severance benefit account monthly. The value of these funds is recorded in other non-current assets in the Company’s consolidated balance sheets and the liability is recorded in other long-term liabilities. The deposited funds include earnings accumulated up to the balance sheet date. The deposited funds may be withdrawn by the employee only upon the fulfilment of the obligation pursuant to labor law or agreements. Right-of-use assets and lease liabilities The Company has both cancelable and noncancelable operating leases for office space, vehicles, and office equipment. The Company records leases in accordance with ASC 842, Leases Convertible Notes Concurrent with the Business Combination, the Company issued convertible notes. Refer to Notes 3 and 13 for further discussion on the convertible notes. The convertible notes are accounted for as a liability under the traditional convertible debt model and measured at amortized cost under Accounting Standard Codification (“ASC”) 470-20. The Company accounts for the embedded derivatives at fair value under ASC 815, Derivatives and Hedging The Company evaluated the guidance in ASC 815 and concluded the conversion option is not considered indexed to the Company’s own stock. As a result, the redemption feature and conversion option were bifurcated from the Convertible Notes and are separately measured at fair value at each reporting period within other long-term liabilities in the consolidated balance sheets with changes in their respective fair values recognized in other expense, net within the consolidated statements of operations. Common Stock Warrants and Post-Combination Warrants The Company evaluated the public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued in connection with NBA’s initial public offering, the Company’s warrants which are exercisable to purchase a share of the Company’s common stock (the “Common Stock”) at an exercise price of $12.50 per share (the “Post-Combination $12.50 Warrants”), the Company’s warrants which are exercisable to purchase a share of Common Stock at an exercise price of $15.00 per share (the “Post-Combination $15.00 Warrants”) and the Company’s warrants which are exercisable to purchase a share of Common Stock at an exercise price of $17.50 per share (the “Post-Combination $17.50 Warrants” and, together with the Post-Combination $12.50 Warrants and the Post-Combination $15.00 Warrants, the “Post-Combination Warrants”) under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity Revenue recognition We derive the majority of our revenue from sales of our networking products and software licenses, with the remaining revenue generated from service fees relating to maintenance contracts, professional services and training for our products. We sell our products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of our contracts have multiple distinct performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the contracts and the customer can benefit from these individual goods or services either on their own or together with other resources that are readily available to the customer. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on its relative stand-alone selling price. The stand-alone selling prices are determined based on the prices at which we separately sell these products. For items that are not sold separately, we estimate the stand-alone selling prices using either an expected cost-plus margin or the adjusted market assessment approach depending on the nature of the specific performance obligation. For all of the Company’s product sales, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment of the product. For product sales, the Company generally does not grant return privileges, except for defective products during the warranty period. Sales taxes collected from customers are excluded from revenues. Revenue from non-recurring engineering is recognized at a point in time or over-time depending on if the customer controls the asset being created or enhanced. For new product design or software development services, the customer does not control the asset being created, the customer is not simultaneously receiving or consuming the benefits from the work performed and the work performed has alternative use to the Company. Therefore, revenue related to these projects is recognized at a point in time which is when the specified developed technology has been delivered and accepted by the customer. Revenue from professional service contracts primarily relates to other consulting arrangements performed by the Company for its customers. Revenue from professional service contracts provided on a time and materials basis are recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date. Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty. Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer. Payment terms to customers generally range from prepayment to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and past payment history of the customer. The Company has elected to apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the effect of a significant financing component when the period between the transfer of product and services and payment of the related consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs. The Company accounts for shipping and handling activities as a fulfilment cost rather than an additional promised service. Therefore, revenue related to shipping and handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration. Contract Balances A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations. Contract assets are included within other current assets and contract liabilities are included in deferred revenue in our consolidated balance sheets. Costs to Obtain or Fulfill a Contract The Company capitalizes commission expenses paid to internal sales personnel and sales agent commissions that are incremental to obtaining customer contracts, for which the related revenue is recognized over a future period. These costs are incurred on initial sales of product, maintenance and professional services and maintenance and support contract renewals. The Company defers these costs and amortizes them over the period of benefit, which the Company generally considers to be the contract term or length of the longest delivery period as contract capitalization costs in the consolidated balance sheets. Commissions paid relating to contract renewals are deferred and amortized on a straight-line basis over the related renewal period as commissions paid on renewals are commensurate with commissions paid on initial sales transactions. Costs to obtain contracts and capitalized costs to fulfill contracts were not significant for the years ended December 31, 2022 and 2021. Costs to obtain a contract for development and engineering service contracts are expensed as incurred in accordance with the practical expedient as the contractual period of these contracts are generally one year or less. Warranty liabilities The Company provides a limited warranty for periods, usually ranging from 12 to 24 months, to all purchasers of its new products. Warranty expense is accrued on the sale of products and is recognized as a cost of revenue. The expense is estimated based on analysis of historic costs and other relevant factors. Foreign currency The U.S. dollar is the functional currency of all of the Company’s foreign subsidiaries. Foreign currency denominated monetary assets and liabilities of subsidiaries for which the U.S. dollar is the functional currency are remeasured based on exchange rates at the end of the period. Non-monetary assets and liabilities of these operations are remeasured at historical rates in effect when the asset was recognized or the liability was incurred. Revenues and expenses for foreign entities transacted in local currency are remeasured at average exchange rates in effect during each period. The resulting remeasurement gains and losses are recognized within other expense, net on the Company’s consolidated statements of operations. The Company recorded foreign currency losses of $ 3.9 3.0 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. In addition, the Company maintains various bank accounts in various foreign countries, which are not insured. The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Cash and restricted cash balances were as follows (in thousands): Schedule of Cash and restricted cash December 31, 2022 2021 Cash in U.S. dollars in U.S. banks $ 3,803 $ 58,755 Cash in foreign banks and foreign currency 3,483 4,359 Petty cash 1 8 Total $ 7,287 $ 63,122 The Company’s accounts receivable are derived from sales of its products, and approximately 61 72 25.0 54 39.8 69 61 63 10 The Company received 87 93 Share-based compensation The Company estimates the fair value of share-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statements of operations on a straight-line basis over the requisite service periods, which is generally the vesting period. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates (see Note 18). The Company uses authorized and unissued shares to meet share issuance requirements. Employee stock options generally vest ratably over a four-year period and expire on the tenth anniversary of their issuance. Restricted stock is common stock that is subject to a risk of forfeiture or other restrictions that will lapse upon satisfaction of the passage of time. Awards of restricted stock that vest only by the passage of time will generally vest ratably over four years from the date of grant. Segment reporting The Company operates as a single segment, the development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the Chief Executive Officer, monitors operating performance and allocates resources. Income taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authorities. The Company does not have any other material uncertain tax positions. The Company recognizes accrued interest related to unrecognized tax benefits, if any in interest expense and penalties in operating expenses. As of December 31, 2022 and 2021, the Company did no Other taxes Taxes on the sale of products and services to U.S. customers are collected by the Company as an agent and recorded as a liability until remitted to the respective taxing authority. For sales in applicable countries outside the U.S., the Company is subject to value added tax (VAT). These taxes have been presented on a net basis in the consolidated financial statements. Fair value measurements We carry certain assets and liabilities at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and Level 3 Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy (see Note 15). Earnings (loss) per share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for each period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings (loss) per share reflects the potential dilution that could occur if outstanding stock options and warrants at the presented dates are exercised and shares of restricted stock have vested, using the treasury stock method. The potential issuance of common stock upon conversion of the Convertible Notes is evaluated under the if-converted method. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. Advertising expense Advertising is expensed as incurred. Advertising expense is included in sales and marketing in the consolidated statements of operations and amounted to $ 0.7 0.9 Recent accounting pronouncements In August 2020, the FASB issued 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, specifically in Note 4 in the revenue by category table. These reclassifications had no effect on the Company’s net loss or cash flows from operations. |
THE BUSINESS COMBINATION
THE BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 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 of shares of Common Stock (the “PIPE” or “PIPE Financing”) 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 and Post-Combination Warrants. The aggregate transaction consideration paid in the Business Combination was (i) 59,426,486 shares of the Company’s Common Stock, (ii) 3,000,000 Post-Combination $ 12.50 17,500,000 Prior to the Business Combination, the Company (then known as New Beginnings Acquisition Corp.) 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 the 2,750,000 shares of Common Stock held by the Sponsor Holders will be locked-up for a period of one year following the Closing, in each case subject to earlier release upon (i) the date on which the last reported sale price of the Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading period or (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the Closing that results in all of our stockholders having the right to exchange their shares of our Common Stock for cash, securities or other property. The Registration Rights and Lock-Up Agreement also provided that the Private Placement Warrants and shares of Common Stock underlying the units sold by NBA in a private placement concurrent with its initial public offering (the “Private Placement Units”), along with any shares of Common Stock underlying the Private Placement Warrants, were locked-up for a period of 30 days following the Closing so long as such securities were held by the initial purchasers of the Private Placement Units or their permitted transferees. The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Legacy Airspan issuing stock for the net assets of New Beginnings, accompanied by a recapitalization, with New Beginnings treated as the acquired company for accounting purposes. The determination of New Beginnings as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, Legacy Airspan 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 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the consolidated balance sheet as of December 31, 2021. PIPE Financing Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 7,500,000 shares of Common Stock for an aggregate purchase price of $75.0 million. Convertible Notes Financing Concurrent with the execution of the Business Combination, the Company issued $50,000,000 aggregate principal amount of senior secured convertible notes (the “Convertible Notes”). The Convertible Notes bear interest at a rate equal to 7.0% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on September 30, 2021. The Convertible Notes mature on December 30, 2024, unless earlier accelerated, converted, redeemed or repurchased. The Convertible Notes are pari passu in right of payment and lien priority and are secured by a security interest in (a) all of the real, personal and mixed property in which liens are granted or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all products, proceeds, rents and profits of such property, (c) all of each loan party’s book and records and (d) all of the foregoing whether now owned or existing, in each case excluding certain excluded assets. 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 per share (see Note 13). 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 common restricted stock 339,134 Conversion of Legacy Airspan Class B common stock 1,340,611 Conversion of Legacy Airspan Class B restricted common stock 6,337 Total shares of Company Common Stock outstanding immediately following the Business Combination 72,024,437 The 5,815,796 Common Stock options exchanged for options to purchase Legacy Airspan Common Stock and Legacy Airspan Class B Common Stock, the restricted stock units (“RSUs”) with respect to 1,750,000 shares of Common Stock issued to the MIP Participants, and 4,257,718 shares of Common Stock reserved for issuance with future grants under the Company’s 2021 Stock Incentive Plan (the “2021 Plan”) are not issued shares and are not included in the table above. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition | ||
REVENUE RECOGNITION | 3. REVENUE RECOGNITION The following is a summary of revenue by category (in thousands): Schedule of revenue Three Months Ended 2023 2022 Products sales $ 20,353 $ 31,977 Non-recurring engineering (“NRE”) 511 1,156 Product maintenance contracts 2,139 1,740 Professional service contracts 914 1,093 Software licenses 819 1,385 Other 37 213 Total revenue $ 24,773 $ 37,564 There was no revenue recognized at a point in time for NRE services for the three months ended March 31, 2023 or for the three months ended March 31, 2022. For services performed on a customer’s owned asset, since the customer controls the asset being enhanced, revenue is recognized over time as services are rendered. Revenue recognized over time for NRE services using a cost-based input method amounted to $ 0.5 1.2 The opening and closing balances of our contract asset and liability balances from contracts with customers as of March 31, 2023 and December 31, 2022 were as follows (in thousands): Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2022 $ 9,001 $ 2,892 Balance as of March 31, 2023 9,512 2,228 Change $ 511 $ (664 ) 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 March 31, 2023 and December 31, 2022, deferred revenue (both current and noncurrent) of $ 2.0 2.1 2.8 Revenues for the three months ended March 31, 2023 and 2022, include the following (in thousands): Schedule of revenues from contract liability Three Months Ended 2023 2022 Amounts included in the beginning of year contract liability balance $ 1,499 $ 1,045 | 4. REVENUE RECOGNITION The following is a summary of revenue by category (in thousands): Schedule of revenue Year Ended 2022 2021 Products sales $ 142,844 $ 148,160 Non-recurring engineering (“NRE”) 4,944 12,527 Product maintenance contracts 9,418 8,127 Professional service contracts 3,975 5,457 Software licenses 5,184 1,758 Other 894 1,254 Total revenues $ 167,259 $ 177,283 Revenue recognized at a point in time for NRE services amounted to $ 2.4 3.0 2.5 9.5 The opening and closing balances of our contract asset and liability balances from contracts with customers as of December 31, 2022 and 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 December 31, 2022 9,001 2,892 Change $ 1,328 $ (10 ) 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 December 31, 2022 and 2021, deferred revenue (both current and noncurrent) of $ 2.9 2.9 2.8 2.5 Revenues for the years ended December 31, 2022 and 2021, include the following (in thousands): Schedule of revenues from contract liability Year Ended 2022 2021 Amounts included in the beginning of year contract liability balance $ 2,383 $ 6,143 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 5. INVENTORY Inventory consists of the following (in thousands): Schedule of inventory December 31, 2022 2021 Purchased parts and materials $ 1,396 $ 5,006 Work in progress 287 401 Finished goods and consumables 16,873 11,810 Total Inventory net $ 18,556 $ 17,217 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consists of the following (in thousands): Schedule of property, plant and equipment December 31, 2022 2021 Plant, machinery and equipment $ 34,482 $ 34,149 Furniture and fixtures 774 708 Leasehold improvements 2,712 2,676 37,968 37,533 Accumulated depreciation (30,617 ) (29,792 ) Total Property, plant and equipment, net $ 7,351 $ 7,741 Depreciation expense totalled approximately $ 3.6 3.1 |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | 7. RESTRUCTURING ACTIVITIES In June 2022, as part of a strategic review of our operations, the Company announced a cost reduction and restructuring program (the “2022 restructuring program”). The 2022 restructuring program was primarily comprised of entering into severance and termination agreements with employees. Formal announcements to the relevant employees were made in June and July 2022 and activities were ongoing throughout the third and fourth quarter of 2022. All restructuring activities had been completed by December 31, 2022. Restructuring costs are presented separately on the consolidated statements of operations. The following table presents the restructuring costs recognized by the Company under the 2022 restructuring program during both twelve months ended December 31, 2022. The Company did not incur any costs under the 2022 restructuring program during the twelve months ended December 31, 2021. Schedule of restructuring costs recognized 2022 Severance costs $ 1,262 Other 17 Total restructuring costs $ 1,279 The following table represents the restructuring liabilities, which are presented within other accrued expenses in the consolidated balance sheet: Schedule of restructuring liabilities 2022 Balance, December 31, 2021 $ - Current period charges 1,279 Payments (1,048 ) Balance, December 31, 2022 $ 231 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS, NET | 4. 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 March 31, 2023 Average Gross Accumulated Net Internally developed technology 10 $ 7,810 $ (3,319 ) $ 4,491 Customer relationships 6 2,130 (1,509 ) 621 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (5,728 ) $ 5,112 Weighted December 31, 2022 Average Gross Accumulated Net Internally developed technology 10 $ 7,810 $ (3,189 ) $ 4,621 Customer relationships 6 2,130 (1,449 ) 681 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (5,538 ) $ 5,302 Amortization expense related to the Company’s intangible assets amounted to $ 0.2 0.3 There will be no further amortization expense for the remainder of 2023 and thereafter related to the Company’s intangible assets as the long-lived assets in the disposal group should be recorded at the carrying amount at the time the assets are accounted as held for sale. | 8. GOODWILL AND INTANGIBLE ASSETS, NET The Company has goodwill of $ 13.6 Intangible assets, net consists of the following (in thousands): Schedule of Intangible assets, net Weighted December 31, 2022 Average Gross Accumulated Net Internally developed technology 10 $ 7,810 $ (3,189 ) $ 4,621 Customer relationships 6 2,130 (1,449 ) 681 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (5,538 ) $ 5,302 Weighted December 31, 2021 Average Gross Accumulated Amortization Net 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 The Company’s intangible assets include internally developed technology, customer relationships, trademarks and non-compete agreements. Amortization expense related to the Company’s intangible assets amounted to $ 1.1 1.2 Estimated amortization expense for the next five years and thereafter related to the Company’s intangible assets is as follows (in thousands): Schedule of estimated amortization expense 2023 $ 1,136 2024 1,107 2025 781 2026 781 2027 781 Thereafter 716 Total $ 5,302 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): Schedule of other accrued expenses March 31, December 31, Payroll and related benefits and taxes $ 8,051 $ 8,312 Fair value of embedded derivatives related to Convertible Debt 4,489 5,353 Royalties 3,732 3,610 Loan success fee related to Convertible Debt 2,858 2,858 Agent and sales commissions 955 1,224 Right-of-use lease liability, current portion 2,379 2,923 Tax liabilities 1,089 1,301 Product warranty liabilities 1,278 1,478 Product marketing 70 376 Manufacturing subcontractor costs 1,376 1,787 Legal and professional services 2,530 1,282 Other 1,594 1,739 Total accrued expenses and other current liabilities $ 30,401 $ 32,243 | 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): Schedule of other accrued expenses December 31, 2022 2021 Payroll and related benefits and taxes $ 8,312 $ 7,258 Fair value of embedded derivatives related to Convertible Debt 5,353 - Royalties 3,610 2,870 Loan success fee related to Convertible Debt 2,858 - Agent and sales commissions 1,224 2,833 Right-of-use lease liability, current portion 2,923 2,599 Tax liabilities 1,301 1,611 Product warranty liabilities 1,478 1,285 Product marketing 376 752 Manufacturing subcontractor costs 1,787 2,165 Legal and professional services 1,282 2,275 Other 1,739 3,319 Total accrued expenses and other current liabilities $ 32,243 $ 26,967 Warranty Liabilities Information regarding the changes in the Company’s product warranty liabilities for the years ended December 31, 2022 and 2021 is as follows (in thousands): Schedule of product warranty liabilities December 31, 2022 2021 Balance, beginning of period $ 1,285 $ 1,019 Accruals 1,600 957 Settlements (1,407 ) (691 ) Balance, end of period $ 1,478 $ 1,285 |
SUBORDINATED DEBT
SUBORDINATED DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 2.3 2.1 | 10. 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 11). 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 2.1 1.6 See Notes 12 and 13 for a discussion of financial covenant breaches under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes which have caused the subordinated debt to be classified as a current liability. |
SUBORDINATED TERM LOAN _ RELATE
SUBORDINATED TERM LOAN – RELATED PARTY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 12.4 11.5 | 11. 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 subordinated term loan – related party outstanding of $ 30.0 11.5 8.0 See Notes 12 and 13 for a discussion of financial covenant breaches under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes which have caused the subordinated debt to be classified as a current liability. |
SENIOR TERM LOAN
SENIOR TERM LOAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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, 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 DBFIP ANI LLC (“Fortress”) became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility. The 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 a credit agreement with Fortress (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. On August 13, 2021, the Company, Legacy Airspan and certain of the Company’s subsidiaries who are party to the Fortress Credit Agreement entered into a Waiver and Consent, Second Amendment, Restatement, Joinder and Omnibus Amendment to Credit Agreement and Other Loan Documents relating to the Fortress Credit Agreement with Fortress to, among other things, add the Company as a guarantor, recognize and account for the Business Combination, recognize and account for the Convertible Notes (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 (the “March 2022 Fortress Credit Amendment”) to, among other things, amend the financial covenants included in the Fortress Credit Agreement. On November 14, 2022, the Company, Legacy Airspan and certain of the Company’s subsidiaries who are party to the Fortress Credit Agreement entered into the November 2022 Fortress Credit Amendment to, among other things, effect a limited waiver of certain events of default under 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 To secure its obligations under the Fortress Credit Agreement, Fortress was assigned PWB’s security interest under the PWB Facility and the Company and certain of its subsidiaries granted Fortress as security for the obligations a security interest in (a) all of the real, personal and mixed property in which liens are granted or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all products, proceeds, rents and profits of such property, (c) all of each loan party’s book and records (d) all of the foregoing whether now owned or existing, in each case excluding certain excluded assets. The Fortress Credit Agreement and the Fortress Convertible Note Agreement each contains representations and warranties, events of default and affirmative and negative covenants, which include, among other things, certain restrictions on the ability to pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets, consummate business combinations (except for permitted investment, as defined in the Fortress Credit Agreement and the Fortress Convertible Note Agreement, respectively), and make distributions. In addition, financial covenants apply. Prior to the March 2022 Fortress Credit Amendment and the March 2022 Fortress Convertible Note Agreement Amendment, these financial covenants included (a) minimum liquidity of $4.0 million as of December 31, 2020 and $5.0 million thereafter, (b) minimum last twelve-month revenue and (c) minimum last twelve-month Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”). Pursuant to the March 2022 Fortress Credit Amendment and the March 2022 Fortress Convertible Note Agreement Amendment, the financial covenants included in the Fortress Credit Agreement and the Fortress Convertible Note Agreement were amended to increase the minimum liquidity requirement to an amount between $ 15.0 20.0 The Company was not in compliance with the minimum last twelve-month EBITDA covenant and the minimum last twelve-month revenue covenant under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes as of the December 31, 2022 and the March 31, 2023 quarterly measurement dates, and the Company was not in compliance with the minimum liquidity covenant under the Fortress Credit Agreement and the Fortress Convertible Note Agreement at all times from November 29, 2022, each of which is an event of default under those agreements. The Company did not make the payments due under the Fortress Credit Agreement and the Fortress Convertible Note Agreement on March 31, 2023, which is an event of default under the Fortress Credit Agreement and the Fortress Convertible Note Agreement. The Company is seeking a waiver with respect to current breaches. However, there can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive the existing covenant breaches. Even if the Company receives a waiver with respect to such existing breaches, 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 the prospective financial covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes during certain periods of the next twelve months. Accordingly, while the Company may seek future waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of existing financial covenants included in the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes, the Company is also pursuing alternative sources of capital so that it would be able to satisfy its prospective minimum liquidity obligations under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes. There can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive any breaches thereunder that may arise in the future or that we will otherwise be able to remedy such breaches. In the absence of waivers or remedies of existing covenant breaches or any additional breaches that may arise in the future, the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes could (i) elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and other premiums, and institute foreclosure proceedings against the Company’s assets, (ii) elect to apply the default interest rate under the Fortress Credit Agreement and the Fortress Convertible Note Agreement and related agreements, and (iii) with respect to the Fortress Credit Agreement, elect to terminate their delayed draw commitments thereunder and cease making further loans. As a result of any of these actions, the Company could be forced into bankruptcy or liquidation. In addition, the Company’s subordinated term loan – related party (see Note 8) and subordinated debt (see Note 7) could be accelerated or required to be paid due to provisions contained within those instruments. As a result, the Company has classified its senior term loan, convertible debt, subordinated term loan and subordinated debt as current. The Company’s senior term loan balance was $ 41.0 44.1 5.8 5.0 | 12. SENIOR TERM LOAN On December 30, 2020, Legacy Airspan, together with Holdco, Airspan Networks (SG) Inc., Mimosa, 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 DBFIP ANI LLC (“Fortress”) became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility. The 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 a credit agreement with Fortress (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 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 13) 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 the March 2022 Fortress Credit Amendment to, among other things, amend the financial covenants included in the Fortress Credit Agreement. On November 14, 2022, the Company, Legacy Airspan and certain of the Company’s subsidiaries who are party to the Fortress Credit Agreement entered into the November 2022 Fortress Credit Amendment to, among other things, effect a limited waiver of certain events of default under 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. To secure its obligations under the Fortress Credit Agreement, Fortress was assigned PWB’s security interest under the PWB Facility and the Company granted Fortress as security for the obligations a security interest in (a) all of the real, personal and mixed property in which liens are granted or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all products, proceeds, rents and profits of such property, (c) all of each loan party’s book and records (d) all of the foregoing whether now owned or existing, in each case excluding certain excluded assets. The Fortress Credit Agreement contains representations and warranties, events of default and affirmative and negative covenants, which include, among other things, certain restrictions on the ability to pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets, consummate business combinations (except for permitted investment, as defined in the Fortress Credit Agreement), and make distributions. In addition, financial covenants apply. Prior to the March 2022 Fortress Credit Amendment, these financial covenants included (a) minimum liquidity of $4.0 million as of December 31, 2020 and $5.0 million thereafter, (b) minimum last twelve-month revenue and (c) minimum last twelve-month Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”). Pursuant to the March 2022 Fortress Credit Amendment, the financial covenants included in the Fortress Credit Agreement were amended to increase the minimum liquidity requirement to an amount between $ 15.0 20.0 The Company was not in compliance with the minimum last twelve-month EBITDA covenant and the minimum last twelve-month revenue covenant under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes as of the December 31, 2022 quarterly measurement date, and the Company was not in compliance with the minimum liquidity covenant under the Fortress Credit Agreement and the Fortress Convertible Note Agreement at all times from November 29, 2022, each of which is an event of default under those agreements. The Company is seeking a waiver with respect to current breaches. However, there can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive the existing covenant breaches. Even if the Company receives a waiver with respect to such existing covenant breaches, based on management’s current forecast, absent additional financing or capital raising, the Company has concluded it is probable that the Company will not be in compliance with certain of the prospective financial covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes during certain periods of the next twelve months. Accordingly, while the Company may seek future waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of existing financial covenants included in the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes, the Company is also pursuing alternative sources of capital so that it would be able to satisfy its prospective minimum liquidity obligations under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes. There can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive any breaches thereunder that may arise in the future or that we will otherwise be able to remedy such breaches. In the absence of waivers or remedies of existing covenant breaches or any additional breaches that may arise in the future, the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes could (i) elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and other premiums, and institute foreclosure proceedings against the Company’s assets, (ii) elect to apply the default interest rate under the Fortress Credit Agreement and the Fortress Convertible Note Agreement and related agreements, and (iii) with respect to the Fortress Credit Agreement, elect to terminate their delayed draw commitments thereunder and cease making further loans. As a result of any of these actions, the Company could be forced into bankruptcy or liquidation. In addition, the Company’s subordinated term loan – related party (see Note 11) and subordinated debt (see Note 10) could be accelerated or required to be paid due to provisions contained within those instruments. As a result, the Company has classified its senior term loan, convertible debt, subordinated term loan and subordinated debt as current at December 31, 2022. In connection with the Fortress Credit Agreement, the Company granted Fortress entities party to the Fortress Credit Agreement a warrant to purchase 55,284 shares of Legacy Airspan’s Series H Senior Convertible Preferred Stock at a purchase price of $61.50. See Note 16 for additional information about the Series H Senior Convertible Preferred Stock. These warrants were recorded at fair value and recorded as a discount to the debt and will be amortized over the term of the debt instrument. The interest rate for Tranche 1 is based on the level of the Company’s Net EBITDA Leverage Ratio, as defined in the Fortress Credit Agreement. The initial applicable rate for Tranche 1 is set at Level V (see table below). After the initial applicable rate period, the relevant rate is as follows for Tranche 1: Schedule of Fortress Credit Agreement Level Net EBITDA Base Rate Loan LIBOR Loan Level I Less than or equal to 2.00:1.00 The applicable rate is the Base Rate plus 6.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 0.50% The applicable rate is LIBOR plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% Level II Less than or equal to 3.00:1.00 The applicable rate is the Base Rate plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% The applicable rate is LIBOR plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% Level III Less than or equal to 4.00:1.00 The applicable rate is the Base Rate plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% The applicable rate is LIBOR plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% Level IV Less than or equal to 5.00:1.00 The applicable rate is the Base Rate plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% The applicable rate is LIBOR plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% Level V Greater than 5.00:1.00 The applicable rate is the Base Rate plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% The applicable rate is LIBOR plus 11.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 5.50% Interest with respect to Tranche 1 is payable monthly in accordance with the Cash Component/PIK Component split described in the foregoing table. With respect to Tranche 2, the relevant applicable rate is five percent (5.00%) as of December 31, 2022 and is payable monthly as interest paid in kind. The Company’s senior term loan balance was $ 44.1 46.8 5.0 2.5 |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 completed on such date. Pursuant to the Fortress Convertible Note Agreement, $50.0 million was funded to the Company in exchange for the issuance of $ 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 “March 2022 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. On November 14, 2022, the Company, Legacy Airspan and certain of our subsidiaries who are party to the Fortress Convertible Note Agreement to, entered into a Second Amendment and Waiver to Senior Secured Convertible Note Purchase and Guarantee Agreement and Other Note Documents to, among other things, effect a limited waiver of certain events of default under the Fortress Convertible Note Agreement. Prior to the March 2022 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 March 2022 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 March 2022 Fortress Convertible Note Agreement Amendment, if, during the period commencing on and including the date of the March 2022 Fortress Convertible Note Agreement Amendment and ending on and including the 15-month anniversary of the date of the March 2022 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 March 2022 Fortress Convertible Note Agreement Amendment. The following is the allocation among the freestanding instruments (in thousands) at the issuance date: Schedule of convertible notes August 13, Convertible Notes $ 41,887 Conversion option derivative 7,474 Call and contingent put derivative 639 Total Convertible Notes $ 50,000 As of March 31, 2023, the Company had convertible debt outstanding as shown below (in thousands): Schedule of convertible debt March 31, Convertible Notes $ 46,242 Loan discount costs (750 ) Total Convertible Notes $ 45,492 As of March 31, 2023, the Company was not in compliance with all applicable covenants under the Fortress Convertible Note Agreement. See Note 9 for further information related to the Fortress Convertible Note Agreement. | 13. CONVERTIBLE DEBT On August 13, 2021, the Company, together with Airspan Networks Inc., Holdco, Airspan Networks (SG) Inc., Mimosa, 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 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 “March 2022 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. On November 14, 2022, the Company, Legacy Airspan and certain of our subsidiaries who are party to the Fortress Convertible Note Agreement to, among other things, effect a limited waiver of certain events of default under the Fortress Convertible Note Agreement. Prior to the March 2022 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 March 2022 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 March 2022 Fortress Convertible Note Agreement Amendment, if, during the period commencing on and including the date of the March 2022 Fortress Convertible Note Agreement Amendment and ending on and including the 15-month anniversary of the date of the March 2022 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 March 2022 Fortress Convertible Note Agreement Amendment. The following is the allocation among the freestanding instruments (in thousands) at the issuance date: Schedule of convertible notes August 13, Convertible Notes $ 41,887 Conversion option derivative 7,474 Call and contingent put derivative 639 Total Convertible Notes $ 50,000 As of December 31 2022, the Company had convertible debt outstanding as shown below (in thousands): Schedule of convertible debt December 31, Convertible Notes $ 41,887 Accrued interest (a) 2,898 Subtotal 44,785 Loan discount costs (857 ) Total Convertible Notes $ 43,928 (a) The accrued interest will accrete to principal value by the end of the term, December 30, 2024. On March 29, 2022, we and certain of our subsidiaries who are party to the Fortress Convertible Note Agreement entered into the March 2022 Fortress Convertible Note Agreement Amendment and the Amendment to, among other things, amend the financial covenants included in the Fortress Convertible Note Agreement, the conversion price of the Convertible Notes and the optional redemption provisions of the Convertible Notes. On November 14, 2022, we and certain of our subsidiaries who are party to the Fortress Convertible Note Agreement entered into the November 2022 Fortress Convertible Note Agreement amendment to, among other things, effect a waiver of certain events of default under the Fortress Convertible Note Agreement. As of December 31, 2022, the Company was not in compliance with all applicable covenants under the Fortress Convertible Note Agreement. The Company was not in compliance with the minimum last twelve-month EBITDA covenant and the minimum last twelve-month revenue covenant under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes as of the December 31, 2022 quarterly measurement date, and the Company was not in compliance with the minimum liquidity covenant under the Fortress Credit Agreement and the Fortress Convertible Note Agreement at all times from November 29, 2022, each of which is an event of default under those agreements. The Company is seeking a waiver with respect to current breaches. However, there can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive the existing covenant breaches. Even if the Company receives a waiver with respect to such existing covenant breaches, based on management’s current forecast, absent additional financing or capital raising, the Company has concluded it is probable that the Company will not be in compliance with certain of the prospective financial covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes during certain periods of the next twelve months. Accordingly, while the Company may seek future waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of existing financial covenants included in the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes, the Company is also pursuing alternative sources of capital so that it would be able to satisfy its prospective minimum liquidity obligations under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes. There can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive any breaches thereunder that may arise in the future or that we will otherwise be able to remedy such breaches. In the absence of waivers or remedies of existing covenant breaches or any additional breaches that may arise in the future, the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes could (i) elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and other premiums, and institute foreclosure proceedings against the Company’s assets, (ii) elect to apply the default interest rate under the Fortress Credit Agreement and the Fortress Convertible Note Agreement and related agreements, and (iii) with respect to the Fortress Credit Agreement, elect to terminate their delayed draw commitments thereunder and cease making further loans. As a result of any of these actions, the Company could be forced into bankruptcy or liquidation. In addition, the Company’s subordinated term loan – related party (see Note 11) and subordinated debt (see Note 10) could be accelerated or required to be paid due to provisions contained within those instruments. As a result, the Company has classified its senior term loan, convertible debt, subordinated term loan and subordinated debt as current at December 31, 2022. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 14. LONG-TERM DEBT As of December 31, 2022 and 2021, long-term debt consists of (in thousands): Schedule of long-term debt December 31, 2022 2021 Finnish Funding Agency for Technology and Innovation (“Tekes”) $ 413 $ 431 Less current portion – product development loans (259 ) (275 ) Less accrued interest on product development loans – current (154 ) (156 ) Total long-term debt $ - $ - At both December 31, 2022 and 2021, there were two capital product development loans amounting to $ 0.3 On April 27, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), Legacy Airspan entered into a promissory note of approximately $ 2.1 1 2.1 23 The Company has classified its debt as current. (See Note 1 Business, Going Concern). The table below sets forth the contractual maturities of the Company’s debt for each of the five years subsequent to December 31, 2022 and thereafter (in thousands): Schedule of contractual maturities Senior Subordinated Subordinated Long-Term Convertible Total 2023 $ 5,280 $ 11,119 $ - $ 259 $ - $ 16,658 2024 38,855 - - - 43,928 82,783 2025 - - 41,528 - - 41,528 2026 - - - - - - 2027 - - - - - - Thereafter - - - - - - $ 44,135 $ 11,119 $ 41,528 $ 259 $ 43,928 $ 140,969 Unamortized debt issuance costs (1,266 ) - - - - (1,266 ) Unamortized purchase discount (2,340 ) - - - - (2,340 ) Total Debt $ 40,529 $ 11,119 $ 41,528 $ 259 $ 43,928 $ 137,363 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 months ended March 31, 2023 and March 31, 2022. Financial Disclosures about Fair Value of Financial Instruments The tables below set forth information related to the Company’s condensed consolidated financial instruments (in thousands): 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. Schedule of Fair Value of Financial Instruments Level in March 31, December 31, Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 3,282 $ 3,282 $ 7,253 $ 7,253 Restricted cash 1 34 34 34 34 Cash and investment in severance benefit accounts 1 3,102 3,102 3,161 3,161 Liabilities: Subordinated term loan – related party (a) 2 $ 42,449 $ 23,474 $ 41,528 25,503 Subordinated debt (a) 2 11,256 7,001 11,119 7,386 Senior term loan (a) 2 40,993 35,188 40,529 36,680 Convertible debt 2 45,492 45,880 43,928 48,249 Public Warrants (b) 1 575 575 345 345 Warrants (b) 3 29 29 36 36 (a) As of March 31, 2023 and December 31, 2022, 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 – related party, subordinated debt and senior term loan were 33.98%, 37.59% and 28.00%, respectively, as of March 31, 2023 and 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. (b) As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 were as follows: Schedule of assumptions Post- Private Assumptions: Stock price $ 0.69 $ 0.69 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 4.78 % 3.66 % Expected volatility 101.1 % 84.20 % Dividend yield 0.00 % 0.00 % The conversion option derivative and call and contingent put derivative are considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation. The Company utilized a binomial model to estimate the fair value of the embedded derivative features requiring bifurcation associated with the Convertible Notes payable at the issuance date and as of the March 31, 2023 and December 31, 2022 reporting dates. 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 March 31, December 31, Assumptions: Stock price $ 0.69 $ 1.31 Conversion strike price $ 8.00 $ 8.00 Volatility 92.00 % 94.00 % Dividend yield 0.00 % 0.00 % Risk free rate 4.12 % 4.32 % Debt discount rate 28.00 % 15.10 % Coupon interest rate 7.00 % 7.00 % Face amount (in thousands) $ 50,000 $ 50,000 Contingent put inputs and assumptions: Probability of fundamental change 50.00 % 33.00 % The following table presents a roll-forward of the Level 3 instruments: Schedule of warrants (in thousands) Warrants Conversion option Call and contingent Beginning balance, December 31, 2022 $ 36 $ 3,052 $ 2,301 Change in fair value (7 ) (2,912 ) 2,048 Ending balance, March 31, 2023 $ 29 $ 140 $ 4,349 The warrant liability is included in other long-term liabilities and the derivatives are included in accrued expenses and other current liabilities. | 15. 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 years ended December 31, 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 tables below set forth information related to the Company’s consolidated financial instruments (in thousands): Schedule of Fair Value of Financial Instruments Level in December 31, December 31, Fair Value Carrying Fair Carrying Fair Assets: Cash and cash equivalents 1 $ 7,253 $ 7,253 $ 62,937 $ 62,937 Restricted cash 1 34 34 185 185 Cash and investment in severance benefit accounts 1 3,161 3,161 3,687 3,687 Liabilities: Subordinated term loan (a) 2 41,528 25,503 37,991 28,376 Subordinated debt (a) 2 11,119 7,386 10,577 7,674 Senior term loan (a) 2 40,529 36,680 41,063 43,276 Convertible debt 2 43,928 48,249 41,343 44,494 Long-term debt 2 - - - - Public Warrants 1 345 345 8,510 8,510 Warrants (b) 3 36 36 1,317 1,317 (a) As of December 31, 2022 and 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 senior term loan, subordinated term loan and subordinated debt were 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 13.8%, 17.16% and 16.83%, respectively, as of December 31, 2021. (b) As of December 31, 2022 and 2021, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants were as follows as of December 31, 2022: Schedule of assumptions Post- Private Assumptions: Stock price $ 1.31 $ 1.31 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 4.64 % 4.02 % Expected volatility 101.10 % 58.50 % Dividend yield 0.00 % 0.00 % The conversion option derivative and call and contingent put derivative are considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation. The Company utilized a binomial model to estimate the fair value of the embedded derivative features requiring bifurcation associated with the Convertible Notes payable at issuance date and as of the December 31, 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 December 31, Issuance Assumptions: Stock price $ 1.31 $ 9.75 Conversion strike price $ 8.00 $ 12.50 Volatility 94.00 % 25.00 % Dividend yield 0.00 % 0.00 % Risk free rate 4.32 % 0.51 % Debt discount rate 15.10 % 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 33.00 % 25.00 % The following table presents a roll-forward of the Level 3 instruments: Schedule of warrants (in thousands) Warrants Conversion Call and Beginning balance, December 31, 2021 $ 1,317 $ 1,343 $ 1,651 Change in fair value (1,281 ) 1,709 650 Ending balance, December 31, 2022 $ 36 $ 3,052 $ 2,301 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 $ 77.3 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 On January 3, 2023, the parties settled this matter. The Company had previously provided for a reserve for an estimated amount of exposure related to this matter in a prior year. 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 consolidated financial position, results of operations or cash flows. | 16. COMMITMENTS AND CONTINGENCIES The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $ 85.4 Certain officers of the Company have change in control payments that they would be entitled to receive in the event of a change in control. The Company’s operating leases consist of various office facilities. The Company uses a portfolio approach to account for such leases due to the similarities in characteristics and apply an incremental borrowing rate equal to the average interest rate of the Company’s existing debt facilities. The Company’s office leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The Company accounts for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of our leases include one or more options to renew the lease term at our sole discretion. The Company has included in the calculation of the Company’s lease liability or right-of-use lease assets options to renew that are reasonably certain of exercise. The presentation of right-of-use assets and lease liabilities in the Company’s consolidated balance sheets is as follows (in thousands): Schedule of right-of-use assets and lease liabilities December 31, Leases Classification 2022 2021 Assets Operating lease assets Right-of-use lease asset, net (1) $ 5,697 $ 6,585 Total leased assets $ 5,697 $ 6,585 Liabilities Current Operating Other accrued expenses $ 2,923 $ 2,599 Noncurrent Operating Other long-term liabilities 3,063 4,160 Total lease liabilities $ 5,986 $ 6,759 (1) Operating right of-use lease assets are recorded net of accumulated amortization of $6.4 million and $5.2 million as of December 31, 2022 and 2021, respectively. The Company has classified the lease components as follows (in thousands): Schedule of lease components Year Ended Lease Cost Classification 2022 2021 Operating lease cost General and administrative $ 2,830 $ 3,007 Amortization of right of use assets General and administrative 2,557 2,450 Interest on lease liabilities General and administrative 388 500 Total lease cost $ 5,775 $ 5,957 Short-term lease costs amounted to $ 0.2 Future minimum lease payments for assets under non-cancellable operating lease agreements with original terms of more than one year as of December 31, 2022 are as follows (in thousands): Schedule of Future minimum lease payments 2023 $ 2,930 2024 2,901 2025 579 2026 15 2027 - Thereafter - Total lease payments 6,425 Less: Interest (439 ) Present value of lease liabilities $ 5,986 The weighted average remaining lease term at December 31, 2022 is as follows: Schedule of weighted average remaining lease term Weighted Average Remaining Lease Term (Years) December 31, Operating leases 2.2 Weighted Average Discount Rate Operating leases 6.95 The Company had bank guarantees with its landlords and customers totalling $ 0.6 0.1 In addition to the guarantees mentioned above, the Company has issued a guarantee to Tekes, the main public funding organization for research and development in Finland (See Note 13), for the repayment of loans taken out by its fully consolidated subsidiary, Airspan Finland Oy. These uncollateralized loans totalled $ 0.4 0.1 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 3,870,000 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 On January 3, 2023, the parties settled this matter. The Company had previously provided for a reserve for an estimated amount of exposure related to this matter in a prior year. The settlement resulted in an additional $ 0.6 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 consolidated financial position, results of operations or cash flows. |
COMMON STOCK AND WARRANTS
COMMON STOCK AND WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
COMMON STOCK AND WARRANTS | 13. COMMON STOCK AND WARRANTS Common Stock As of March 31, 2023, 260,000,000 shares, $ 0.0001 250,000,000 10,000,000 74,582,992 no Holders of our Common Stock are entitled to receive dividends when, as and if declared by the board of directors of the Company, payable either in cash, in property or in shares of capital stock. As of March 31, 2023, 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 and ceased to exist after the Business Combination. Common Stock Warrants As of March 31, 2023, there are 12,045,000 11,500,000 545,000 On August 13, 2021, Airspan Networks Holdings Inc. (formerly New Beginnings Acquisition Corp.) (“NBA”) consummated a business combination transaction pursuant to a 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, and Airspan Networks Inc., a Delaware corporation. In connection with the closing of the business combination, the Company changed its name to Airspan Networks Holdings Inc. As part of NBA’s initial public offering, 11,500,000 11.50 The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. Simultaneously with the Company’s initial public offering, NBA consummated a private placement of 545,000 Post-Combination Warrants As of March 31, 2023, there are 9,000,000 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 March 31, 2023, 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. | 17. COMMON STOCK AND WARRANTS Common Stock As of December 31, 2022, 260,000,000 shares, $ 0.0001 250,000,000 10,000,000 74,283,026 Holders of our Common Stock are entitled to receive dividends when, as and if declared by the board of directors, payable either in cash, in property or in shares of capital stock. As of December 31, 2022, the Company had not declared any dividends. At December 31, 2022, the Company had reserved shares of Common Stock for future issuance as follows: Schedule of common Stock for future issuance Plans Number of Warrants 21,145,000 Options and RSUs under employee stock plans 12,079,924 Future grants 2,742,509 Convertible Notes 4,680,500 Total Common Stock reserved for future issuance 40,647,933 Legacy Airspan Warrants The Company accounted for Legacy Airspan convertible preferred stock warrants that have been earned and are exercisable into shares of Legacy Airspan’s convertible preferred stock as liabilities pursuant to ASC 480, “ Distinguishing Liabilities from Equity In January 2021 and February 2021, Legacy Airspan issued warrants for the purchase of 6,097 406 61.50 5 In October 2015, Legacy Airspan issued warrants to purchase 487,805 61.50 325,203 162,601 In June 2014, Legacy Airspan issued warrants to purchase 203,252 61.50 As of December 31, 2020, the Series D Warrants, Series D-1 Warrants and Series H warrants fair values were determined using a hybrid scenario approach, including a Monte Carlo simulation. The Series D Warrants expired 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. As a result, no Legacy Airspan warrants were issued and outstanding as of December 31, 2022. Common Stock Warrants As of December 31, 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 the Company’s initial public offering, NBA consummated a private placement of 545,000 Post-Combination Warrants As of December 31, 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 December 31, 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, as further described below, for a price of $12.50 per Post-Combination $12.50 Warrant, $15.00 per Post-Combination $15.00 Warrant and $17.50 per Post-Combination $17.50 Warrant. On January 4, 2023, the NYSE American provided a written notice to the Company that it had halted trading in the Company’s warrants, ticker symbol MIMO WSC (the “C Warrants”), on the NYSE American due to the low trading price of the Warrants. On January 20, 2023, the NYSE American Filed a Form 25 delisting the C Warrants due to the low trading price of the C Warrants. The Company, at its option, may redeem all, but not less than all, of the Post-Combination $12.50 Warrants, at the price of $0.01 per Post-Combination $12.50 Warrant if the last sales price of the Common Stock reported has been at least $12.50 per share, subject to adjustment per the terms of the Post-Combination $12.50 Warrant, on each of 20 trading days within the 30 trading day period commencing once the Post-Combination $12.50 Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given. The Company may, at its option, redeem all, but not less than all, of the Post-Combination $15.00 Warrants, at the price of $0.01 per Post-Combination $15.00 Warrant if the last sales price of the Common Stock reported has been at least $15.00 per share, subject to adjustment per the terms of the Post-Combination $15.00 Warrant, on each of 20 trading days within the 30 trading day period commencing once the Post-Combination $15.00 Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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. There are 6,007,718 14,385,619 The following table summarizes share-based compensation expense for the three months ended March 31, 2023 and 2022 (in thousands): Schedule of summarizes share-based compensation expense Three Months Ended 2023 2022 Research and development $ 531 $ 966 Sales and marketing 507 1,083 General and administrative 894 4,474 Cost of sales 7 41 Total share-based compensation $ 1,939 $ 6,564 Common Stock options The following table sets forth the activity for all stock options: Schedule of common stock options Number of Weighted Weighted Weighted- Outstanding, December 31, 2022 7,812,178 $ 3.70 6.56 $ 2.23 Forfeited (31,523 ) 2.26 - 1.46 Expired (14,421 ) 5.40 - 2.86 Outstanding, March 31, 2023 (a) 7,766,234 $ 3.70 6.32 $ 1.98 Exercisable, March 31, 2023 (b) 4,870,164 $ 4.03 4.87 $ 2.12 (a) There was no (b) There was no As of March 31, 2023, there was $ 3.9 2.72 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: Schedule of Unvested Restricted Stock Units Number of Weighted Outstanding (nonvested), December 31, 2022 4,267,746 $ 3.58 Released (387,204 ) 5.44 Forfeited (49,610 ) 3.07 Outstanding (nonvested), March 31, 2023 3,830,932 $ 3.41 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 months ended March 31, 2023 and 2022. As of March 31, 2023, there was $ 10.0 1.98 | 18. 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. There are 6,007,718 shares of Common Stock authorized for issuance under the 2021 Plan, plus any shares of Common Stock subject to awards under the 2009 Plan that are forfeited or reacquired by the Company due to termination or cancellation. As of December 31, 2022, there were 14,822,433 Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. Employee stock options (“stock options”) granted under the Plans generally vest ratably over a four-year period and expire on the tenth anniversary of their issuance. Restricted stock is Common Stock that is subject to a risk of forfeiture or other restrictions that will lapse upon satisfaction of specified performance conditions and/or the passage of time. Awards of restricted stock (“RSAs”) that vest only by the passage of time will generally vest one year following the Business Combination. RSUs represent the right to receive Common Stock upon satisfaction of the passage of time. Awards of RSUs that vest only by the passage of time will generally vest ratably over three years from the date of grant; however, the awards of RSUs granted to the MIP Participants in the Business Combination vest one year following the Closing of the Business Combination. The following table summarizes the number of authorized, unissued shares of Common Stock, under the Plans, as of December 31, 2022: Schedule of common stock reserved for future issuance under employee stock plans Plans Number of Total awards available to be issued 2,742,509 Total awards outstanding 12,079,924 Total Common Stock reserved for future issuance under employee stock plans 14,822,433 The following table summarizes share-based compensation expense for the years ended December 31, 2022 and 2021 (in thousands): Schedule of summarizes share-based compensation expense December 31, 2022 2021 Research and development $ 3,554 $ 1,812 Sales and marketing 3,491 1,925 General and administrative 13,842 6,759 Cost of sales 243 81 Total share-based compensation $ 21,130 $ 10,577 Common Stock Options The value of each stock option grant is estimated on the grant date using the Black-Scholes option pricing model (“BSM”). The option pricing model requires the input of highly subjective assumptions, as detailed below: ● Grant date fair value ● Expected volatility ● Risk-free interest rates ● Expected term ● Expected dividend yield The Company used the following assumptions for the BSM to determine the fair value of the stock options granted during the years ended December 31, 2022 and 2021: Schedule of fair value of the stock options assumptions Year Ended 2022 2021 Weighted-average grant date price of our common stock (per share) $ 2.21 $ 3.99 Risk-free interest rate 4 % 1.19 % Expected volatility 76 % 33.0 % Expected term (in years) 5 5 Expected dividend yield - % - % The following table sets forth the activity for all stock options: Schedule of common stock options Number of Weighted Weighted Weighted- Outstanding, December 31, 2021 5,489,492 $ 4.23 6.05 $ 2.27 Granted 2,686,337 2.81 2.21 Forfeited (65,634 ) 4.50 2.52 Expired (298,017 ) 5.26 2.82 Outstanding, December 31, 2022 (a) 7,812,178 $ 3.70 6.56 $ 2.23 Exercisable, December 31, 2022 (b) 4,525,905 $ 4.03 4.84 $ 2.13 (a) There was no aggregate intrinsic value of all stock options outstanding as of December 31, 2022. (b) There was no aggregate intrinsic value of all vested/exercisable stock options as of December 31, 2022. As of December 31, 2022, there was $ 4.5 2.92 Restricted Stock Awards The following table sets forth the activity for all RSAs: Schedule of restricted stock awards Number of Weighted Outstanding (nonvested), December 31, 2021 351,831 $ 9.63 Vested (345,471 ) 9.75 Cancelled (6,360 ) 9.63 Outstanding (nonvested), December 31, 2022 - $ - As of December 31, 2022, there was no unrecognized compensation expense related to RSAs to be recognized. 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: Schedule of restricted stock units Number of Weighted Outstanding (nonvested), December 31, 2021 2,962,884 $ 8.60 Granted 3,635,878 2.92 Released (2,108,735 ) 9.17 Forfeited (222,281 ) 6.50 Outstanding (nonvested), December 31, 2022 4,267,746 $ 3.58 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 years ended December 31, 2022 and 2021. As of December 31, 2022, there was $ 11.6 2.22 |
DEFINED CONTRIBUTION PLANS EXPE
DEFINED CONTRIBUTION PLANS EXPENSE | 12 Months Ended |
Dec. 31, 2022 | |
Defined Contribution Plans Expense | |
DEFINED CONTRIBUTION PLANS EXPENSE | 19. DEFINED CONTRIBUTION PLANS EXPENSE The Company contributes to defined contribution plans for all eligible employees. The Company recorded expenses of approximately $ 5.2 5.5 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 15. LOSS PER SHARE 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 March 31, 2023 2022 Numerator Net loss $ (20,889 ) (29,738 ) Denominator - basic and diluted Weighted average common shares outstanding 74,473,741 72,335,952 Loss per share - basic and diluted $ (0.28 ) (0.41 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share as of March 31, 2023 and 2022, because their effect was anti-dilutive. Schedule of anti-dilutive net loss per share March 31, 2023 2022 Stock options outstanding 7,766,234 6,144,473 Non-vested shares of restricted stock 3,830,932 3,970,385 Warrants (a) 21,145,000 21,145,000 Convertible notes (a) 9,729,163 9,729,163 (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. | 20. 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 Years Ended 2022 2021 Numerator Net loss $ (85,382 ) $ (70,526 ) Denominator – basic and diluted Weighted average common shares outstanding 72,782,773 64,509,718 Net loss per share – basic and diluted $ (1.17 ) $ (1.09 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share because their effect was anti-dilutive. Schedule of anti-dilutive net loss per share December 31, 2022 2021 Stock options outstanding (a) 7,812,178 5,489,492 Non-vested RSUs and RSAs 4,267,746 3,314,715 Warrants (b) - - Convertible Notes (b) - - (a) If the Company had reported net income, the calculation of these per share amounts would have included the dilutive effect of these Common Stock equivalents using the treasury stock method for stock options. (b) The Convertible Notes and Warrants referred to in Notes 13 and 17, respectively, were also excluded on an as converted basis because their effect would have been anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 21. INCOME TAXES The Company is subject to federal and various state income taxes in the U.S. as well as income taxes in various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations. The Company is no longer subject to U.S. federal tax examinations for years through 2018, nor to corporate tax examination for years through 2018 in the U.K. In addition, the statute of limitations for years through 2016 in Israel has expired. The income tax credit of $ 0.2 1.0 0.3 0.5 0.7 1.5 0.4 0.3 0.1 The provision for income taxes consists of the following (in thousands): Schedule of provision for income taxes Year Ended December 31, 2022 2021 Current tax provision: Federal $ - $ - State - 1 Foreign (197 ) (691 ) Total current (197 ) (690 ) Deferred tax provision: Federal - - State - - Total deferred - - Total income tax benefit $ (197 ) $ (690 ) The loss before tax was $ 85.6 71.2 24.0 30.7 At December 31, 2022, the Company had the following net operating loss (“NOL”) carry-forwards (gross, in thousands): Schedule of income tax benefit Country NOL Expiry Terms U.K. $ 272,875 Does not expire U.S. 228,737 Expires in up to 15 years U.S. 29,512 Does not expire Australia 5,225 Does not expire Israel 316,367 Does not expire Finland 105 Expires in up to 6 years Other 917 Expires in up to 4 years Significant components of the Company’s deferred tax assets are as follows (in thousands): Schedule of deferred tax assets As of 2022 2021 Net operating loss carryforwards $ 180,491 $ 154,210 Fixed assets 2,714 2,037 R&D amortization 7,928 6,613 Accruals and reserves 17,585 10,813 R&D and other credits 4,493 4,267 Share-based compensation 8,143 2,645 Total deferred tax assets 221,354 180,585 Intangible assets (1,049 ) (1,145 ) Total deferred tax liabilities (1,049 ) (1,145 ) Valuation allowance (220,305 ) (179,440 ) Total deferred tax assets, net $ - $ - The Company recorded a change in valuation allowance amounting to $40.9 million and $11.8 million for the years ended December 31, 2022 and 2021, respectively. The following is a reconciliation of income taxes, calculated at the effective U.S. federal income tax rate, to the income tax benefit (expense) included in the accompanying consolidated statements of operations for each of the years (in thousands): Schedule of reconciliation of income taxes Years Ended 2022 2021 Expected income tax benefit at U.S. rates $ 17,971 $ 14,713 Difference between U.S. rate and rates applicable to subsidiaries in other jurisdictions 315 238 Expenditures not deductible for tax purposes (118 ) (198 ) Non-deductible officer compensation - (1,656 ) Tax rate changes outside the U.S. 17,594 - Fair market value changes 1,701 1,590 Expiry of foreign taxable losses 1,643 (4,493 ) Other 744 599 Valuation allowance on tax benefits (40,869 ) (11,817 ) UK R&D tax credits 1,216 1,714 Income tax benefit $ 197 $ 690 Utilization of the U.S. net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and similar state provisions, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. As of December 31, 2022, the Company has not completed a 2022 Section 382 study to assess whether a change of ownership has occurred in connection with certain of its U.S. net operating losses and credit carryforwards Since the Company’s utilization of these deferred tax assets is dependent on future profits, a valuation allowance equal to the net deferred tax assets has been provided as it is considered more likely than not that such assets will not be realized. The valuation allowance includes a reduction in deferred tax assets through tax rate reductions in non-US jurisdictions. Through December 31, 2022, the Company has historically concluded that a full valuation allowance is required to offset the net deferred tax assets. |
GEOGRAPHICAL INFORMATION
GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Geographical Information | |
GEOGRAPHICAL INFORMATION | 22. GEOGRAPHICAL INFORMATION As a developer and supplier of broadband wireless products and other technologies, the Company has one reportable segment. The revenue of this single segment is comprised primarily of revenue from products and, to a lesser extent, services. Revenues are attributed to countries based on the destination of the products and services supplied. An analysis of revenue by geographical market is given below (in thousands): Schedule of revenue by geographical market Years Ended 2022 2021 United States $ 65,778 $ 50,298 Other North America and Canada 7,135 920 Total North America 72,913 51,218 India 27,883 38,822 Japan 43,904 61,757 Other Asia 1,450 3,841 Total Asia 73,237 104,420 Europe 11,650 5,749 Africa and the Middle East 6,370 8,607 Latin America and the Caribbean 3,089 7,289 Total revenue $ 167,259 $ 177,283 An analysis of the loss before income tax and the net loss by U.S. and foreign operations is below (in thousands): Schedule of loss before income tax Years Ended 2022 2021 Loss before income tax related to U.S. operations $ (23,113 ) $ (31,889 ) Loss before income tax related to foreign operations (62,466 ) (39,327 ) Loss before income tax $ (85,579 ) $ (71,216 ) Net loss related to U.S. operations $ (23,112 ) $ (31,890 ) Net loss related to foreign operations (62,270 ) (38,636 ) Net loss $ (85,382 ) $ (70,526 ) The long-lived assets and total assets by geographic region are shown below (in thousands): Schedule of assets by geographic region As of 2022 2021 Property, plant and equipment, net: United States $ 1,126 $ 1,150 Asia 1,293 1,193 Europe 898 1,105 Middle East 4,022 4,276 Other 12 17 $ 7,351 $ 7,741 Other non-current assets: United States $ 107 $ 102 Europe 137 151 Middle East 3,163 3,689 3,407 3,942 Total long-lived assets $ 10,758 $ 11,683 Total assets, net: United States $ 81,317 $ 140,057 Asia 5,661 20,629 Europe 9,833 10,723 Middle East 28,171 23,945 Other 113 145 $ 125,095 $ 195,499 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS As disclosed in Note 8, as of March 31, 2023 and December 31, 2022, Legacy Airspan had a Subordinated Term Loan with a related party, who is a shareholder of the Company. This same related party also has an indirect, non-controlling beneficial interest in Fortress, which is the agent and principal lender under the Fortress Credit Agreement and 0.4 0.1 The Company has an outstanding receivable from and payable to a related party, a stockholder, amounting to $ 0.5 3.8 0.4 5.5 In addition, the Company has an outstanding accounts receivable from a separate related party, also a stockholder, amounting to $ 8.5 4.5 8.7 7.3 The Company derived revenues from sales of products and services to Dense Air Ltd. (“Dense Air”) amounting to approximately $ 52 | 23. RELATED PARTY TRANSACTIONS As of December 31, 2020, there was an outstanding note receivable amounting to $ 87 As disclosed in Note 10, as of December 31, 2022 and 2021, Legacy Airspan has 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 0.2 no 0.4 The Company has an outstanding receivable from and payable to a related party, a stockholder, amounting to $ 0.4 5.5 0.4 12.1 In addition, the Company has an outstanding accounts receivable from a separate related party, also a stockholder, amounting to $ 4.5 11.5 26.8 38.4 The Company derived revenues from sales of products and services to Dense Air amounting to approximately $ 52 1.2 |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
EQUITY METHOD INVESTMENT | 17. EQUITY METHOD INVESTMENT Prior to March 7, 2022, the Company accounted for its investment in Dense Air, as an equity method investment. Dense Air has been funded by its sole lender through convertible debt with various restrictions and requirements including a conversion option on substantially all of the ownership interest in Dense Air. On March 22, 2021, an investor acquired the sole lender to Dense Air’s rights and obligations under a convertible loan agreement and on March 7, 2022 converted the outstanding amount of the loan into shares. The Company retained an approximate 4% holding of Dense Air Networks L.P. This conversion did not have a significant effect on the Company’s consolidated balance sheets, statements of operations or cash flows. There have been no dividends received from Dense Air or Dense Air Networks L.P. for the years ended December 31, 2022 and 2021. The investments had no | 24. EQUITY METHOD INVESTMENT Prior to March 7, 2022, the Company accounted for its investment in Dense Air, as an equity method investment. Dense Air has been funded by its sole lender through convertible debt with various restrictions and requirements including a conversion option on substantially all of the ownership interest in Dense Air. On March 22, 2021, an investor acquired the sole lender to Dense Air’s rights and obligations under a convertible loan agreement and on March 7, 2022 converted the outstanding amount of the loan into shares. The Company retained an approximate 4% holding of Dense Air Networks L.P. This conversion did not have a significant effect on the Company’s consolidated balance sheets, statements of operations or cash flows. There have been no dividends received from Dense Air or Dense Air Networks L.P. for the years ended December 31, 2022 and 2021. The investments had no value at December 31, 2022 and 2021. |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | 25. VALUATION AND QUALIFYING ACCOUNTS The following summarizes changes to valuation and qualifying accounts for 2022 and 2021 (in thousands): Schedule of valuation Year Description Balance at Additions Charged Write-offs/ Balance at 2022 Allowance for doubtful accounts $ 309 $ 810 $ (472 ) $ 647 Reserve for inventory valuation $ 13,068 $ 1,502 $ (3,544 ) $ 11,026 2021 Allowance for doubtful accounts $ 374 $ 288 $ (353 ) $ 309 Reserve for inventory valuation $ 13,204 $ 1,817 $ (1,953 ) $ 13,068 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 26. SUBSEQUENT EVENT On March 8, 2023, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Mimosa, and Radisys Corporation (“Buyer”), pursuant to which the Company will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $ 60,000,000 |
BUSINESS
BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BUSINESS | 1. BUSINESS Airspan Networks Holdings Inc. (the “Company”) designs and produces wireless network equipment for 4G and 5G networks for both mainstream public telecommunications service providers and private network implementations. Airspan provides Radio Access Network (“RAN”) products based on Open Virtualized Cloud Native Architectures that support technologies including 5G new radio (“5G NR”) and Long-Term Evolution (“LTE”), and Fixed Wireless standards, operating in licensed, lightly-licensed and unlicensed frequencies. The market for the Company’s wireless systems includes mobile carriers, other public network operators and private and government network operators for command and control in industrial and public safety applications such as smart utilities, defense, transportation, mining and oil and gas. The Company’s strategy applies the same network technology across all addressable sectors. The Company’s main operations are in Slough, United Kingdom; 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. Mimosa Sale On March 8, 2023 (the “Closing Date”), the Company entered into a Stock Purchase Agreement (the “Mimosa Purchase Agreement”) with Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Seller”), Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Seller (“Mimosa”), and Radisys Corporation, an Oregon corporation (“Buyer”), pursuant to which Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $ 60.0 The accounting requirements for reporting the Mimosa business as held for sale were met, however, the requirements for discontinued operations were not met. Accordingly, the consolidated financial statements and notes to the consolidated financial statements reflect the assets and liabilities of the Mimosa business as held for sale for the periods presented. (See Note 6). | 1. BUSINESS AND BASIS OF PRESENTATION Business On August 13, 2021 (the “Closing”), Airspan Networks Holdings Inc. (formerly New Beginnings Acquisition Corp.) (the “Company”) consummated its previously announced business combination transaction (the “Business Combination”) pursuant to the business combination agreement (the “Business Combination Agreement”), dated March 8, 2021, by and among the Company, Artemis Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and Airspan Networks Inc., a Delaware corporation (“Legacy Airspan”) (See Note 3). In connection with the Closing of the Business Combination, the Company changed its name to 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 (“5G NR”) and Long-Term Evolution (“LTE”), and Fixed Wireless standards, operating in licensed, lightly-licensed and unlicensed frequencies. The market for the Company’s wireless systems includes mobile carriers, other public network operators and private and government network operators for command and control in industrial and public safety applications such as smart utilities, defense, transportation, mining and oil and gas. The Company’s strategy applies the same network technology across all addressable sectors. The Company’s main operations are in Slough, United Kingdom (“U.K.”); Mumbai and Bangalore, India; Tokyo, Japan; Airport City, Israel; Santa Clara, California; and the Company’s corporate headquarters are in the United States (“U.S.”) in Boca Raton, Florida. Basis of Presentation and Principles of Consolidation The accompanying 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company accounted for its investment in Dense Air Ltd. (“Dense Air”) and Dense Air Networks L.P. as an equity method investment. As of March 7, 2022, Dense Air ceased to be a related party. (See Note 24). 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 $ 89.7 198.7 47.2 Going concern The accompanying financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern. We will need to secure additional funding to meet our operations on a timely basis, to satisfy our debt covenants and, ultimately, to attain profitable operations. In addition, as discussed in Notes 12 and 13 to the consolidated financial statements, the Company’s senior term loan and Convertible Notes require certain financial covenants to be met. The Company was not in compliance with the minimum last twelve-month EBITDA covenant and the minimum last twelve-month revenue covenant under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes as of the December 31, 2022 quarterly measurement date, and we were not in compliance with the minimum liquidity covenant under the Fortress Credit Agreement and the Fortress Convertible Note Agreement at all times from November 29, 2022, each of which is an event of default under those agreements. The Company is seeking a waiver with respect to current breaches. However, there can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive the existing covenant breaches. Even if the Company receives a waiver with respect to such existing covenant breaches, based on management’s current forecast, absent additional financing or capital raising, the Company has concluded it is probable that the Company will not be in compliance with certain of the prospective financial covenants under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes during certain periods of the next twelve months. Accordingly, while the Company may seek future waivers from compliance with the applicable covenants in connection with such anticipated breaches, or amendments of existing financial covenants included in the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes, the Company is also pursuing alternative sources of capital so that it would be able to satisfy its prospective minimum liquidity obligations under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes. There can be no assurance that the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes will agree to waive any breaches thereunder that may arise in the future or that we will otherwise be able to remedy such breaches. In the absence of waivers or remedies of existing covenant breaches or any additional breaches that may arise in the future, the lenders under the Fortress Credit Agreement and the agreement governing the Company’s senior secured convertible notes could (i) elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and other premiums, and institute foreclosure proceedings against the Company’s assets, (ii) elect to apply the default interest rate under the Fortress Credit Agreement and the Fortress Convertible Note Agreement and related agreements, and (iii) with respect to the Fortress Credit Agreement, elect to terminate their delayed draw commitments thereunder and cease making further loans. As a result of any of these actions, the Company could be forced into bankruptcy or liquidation. In addition, the Company’s subordinated term loan – related party (see Note 11) and subordinated debt (see Note 10) could be accelerated or required to be paid due to provisions contained within those instruments. As a result, the Company has classified its senior term loan, convertible debt, subordinated term loan and subordinated debt as current at December 31, 2022. 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 improve days sales outstanding 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 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 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. Global Economic Conditions The Company has experienced supply chain disruptions and inflationary impacts across our businesses, driven by the impact of the COVID-19 pandemic, the war in Ukraine and resulting economic sanctions, and general macroeconomic factors. These factors have increased our operating costs. While the Company is taking actions to respond to the supply chain disruptions, inflationary environment, and global demand dynamics, we may not be able to enact these measures in a timely manner, or the measures may not be sufficient to offset the increase in costs, which could have a material adverse impact on our results of operations. |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022. 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 $ 74.4 201.7 2.4 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 improve days sales outstanding to provide additional liquidity; ● selling the Mimosa business for approximately $60.0 million; 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 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. Global Economic Conditions The Company has experienced supply chain disruptions and inflationary impacts across our businesses, driven by the impact of the COVID-19 pandemic, the war in Ukraine and resulting economic sanctions, and general macroeconomic factors. These factors have increased our operating costs. While the Company is taking actions to respond to the supply chain disruptions, inflationary environment, and global demand dynamics, we may not be able to enact these measures in a timely manner, or the measures may not be sufficient to offset the increase in costs, which could have a material adverse impact on our results of operations. 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 83.6 66.9 25.2 78.4 29.8 59.8 70.5 73.1 10 10 The Company received 71.7 88.1 Recent Accounting Pronouncements 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. |
HELD FOR SALE
HELD FOR SALE | 3 Months Ended |
Mar. 31, 2023 | |
Held For Sale | |
HELD FOR SALE | 6. HELD FOR SALE As discussed in Note 1, on March 8, 2023 the Company entered into the Purchase Agreement with Seller, Mimosa, and Buyer, pursuant to which the Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $ 60,000,000 The Company has met the criteria for recording the Mimosa assets and liabilities as “held for sale” at March 31, 2023. The assets and liabilities of the disposal group, Mimosa, were evaluated to determine whether the carrying amounts should be adjusted in accordance with other GAAP standards. After adjusting the assets and liabilities of the disposal group, the disposal group as a whole is measured at the lower of carrying amount or fair value less costs to sell. Depreciation and amortization of long-lived assets in the disposal group will not be recorded during the period in which the disposal group meets the criteria for held for sale. The unaudited condensed balance sheet of Mimosa at March 31, 2023 is as follows: Schedule of asset held for sale March 31, December 31, ASSETS Current assets: Accounts receivable, net of allowance of $103 and $123 as of March 31, 2023 and December 31, 2022, respectively 7,420 7,413 Inventory 4,941 3,759 Prepaid expenses and other current assets 231 410 Total current assets 12,592 11,582 Property, plant and equipment, net 1,084 1,107 Goodwill 13,641 13,641 Intangible assets, net 5,113 5,302 Right-of-use assets, net 845 916 Other non-current assets 108 109 Total assets $ 33,383 $ 32,657 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 10,105 $ 5,545 Accrued expenses and other current liabilities 1,587 1,517 Deferred revenue 271 253 Total current liabilities 11,963 7,315 Other long-term liabilities 17,294 21,103 Total liabilities 29,257 28,418 Total liabilities and stockholders’ deficit $ 33,383 $ 32,657 |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
LOSS PER SHARE | 15. LOSS PER SHARE 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 March 31, 2023 2022 Numerator Net loss $ (20,889 ) (29,738 ) Denominator - basic and diluted Weighted average common shares outstanding 74,473,741 72,335,952 Loss per share - basic and diluted $ (0.28 ) (0.41 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share as of March 31, 2023 and 2022, because their effect was anti-dilutive. Schedule of anti-dilutive net loss per share March 31, 2023 2022 Stock options outstanding 7,766,234 6,144,473 Non-vested shares of restricted stock 3,830,932 3,970,385 Warrants (a) 21,145,000 21,145,000 Convertible notes (a) 9,729,163 9,729,163 (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. | 20. 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 Years Ended 2022 2021 Numerator Net loss $ (85,382 ) $ (70,526 ) Denominator – basic and diluted Weighted average common shares outstanding 72,782,773 64,509,718 Net loss per share – basic and diluted $ (1.17 ) $ (1.09 ) The following table sets forth the amounts excluded from the computation of diluted net loss per share because their effect was anti-dilutive. Schedule of anti-dilutive net loss per share December 31, 2022 2021 Stock options outstanding (a) 7,812,178 5,489,492 Non-vested RSUs and RSAs 4,267,746 3,314,715 Warrants (b) - - Convertible Notes (b) - - (a) If the Company had reported net income, the calculation of these per share amounts would have included the dilutive effect of these Common Stock equivalents using the treasury stock method for stock options. (b) The Convertible Notes and Warrants referred to in Notes 13 and 17, respectively, were also excluded on an as converted basis because their effect would have been anti-dilutive. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
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, 2022. 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. | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity, or remaining maturity when acquired, of three months or less to be cash equivalents. Cash and cash equivalents are all maintained in bank accounts. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): Schedule of cash and cash equivalents December 31, 2022 2021 Cash and cash equivalents $ 7,253 $ 62,937 Restricted cash 34 185 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 7,287 $ 63,122 Restricted cash consists of cash on deposit and cash pledged as collateral to secure the guarantees described in Note 12. The cash on deposit balance reflects the remaining balance available of the senior term loan (see Note 12) that is solely for the purpose of financing the manufacture of products for a specific customer’s network. Restricted cash balances were as follows (in thousands): Schedule of restricted cash December 31, 2022 2021 Customer and supplier guarantees $ 34 $ 175 Landlord guarantees - 10 Total $ 34 $ 185 | |
Accounts receivable | Accounts receivable Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at the invoiced amount and do not bear interest. Receivables are recorded net of the allowance for doubtful accounts in the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable based on a combination of factors, such as historical experience, credit quality, country risk, current level of business, age of the accounts receivable and current economic conditions. The Company regularly analyzes its customer accounts overdue more than 90 days, and when it becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance to reduce the related receivable to the amount it reasonably believes to be collectible. When collection efforts cease or collection is considered remote, the account and related allowance are written off. | |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value under the average cost method. Cost includes all costs incurred in bringing each product to its present location and condition. We record inventory write-downs to net realizable value through an allowance for obsolete and slow-moving items based on inventory turnover trends and historical experience. | |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of general and administrative expenses in the consolidated statements of operations. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, based on prices prevailing at the date of acquisition of each asset evenly over its expected useful life, as follows: ● Plant, machinery and equipment — over 2 5 ● Furniture and fixtures — over 4 5 ● Leasehold improvements — over lesser of the minimum lease term or the useful life | |
Goodwill | Goodwill Goodwill is the result of a business combination that occurred in 2018 (See Note 8). Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized; however, it is assessed for impairment at least annually, or more frequently if triggering events occur. The Company’s annual assessment date is December 1. For purposes of the annual assessment, management initially performs a qualitative assessment, which includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a combination of a discounted cash flow analysis and the guideline company approach. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The guideline company method develops valuation multiples by comparing the Company’s reporting units to similar publicly traded companies. Key valuation assumptions used in determining the fair value estimates of the Company’s reporting units rely on: (a) the selection of similar companies; and (b) the selection of valuation multiples as they apply to the reporting unit characteristics. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. For the annual assessments in 2022, the Company bypassed the optional qualitative impairment assessment (step zero) and performed a quantitative assessment. Based on the results of the quantitative assessment performed, the fair value of the reporting unit exceeded its carrying amount. | |
Intangible assets, net | Intangible assets, net The Company’s intangible assets are primarily the result of business combinations and include acquired developed technology, customer relationships, trademarks and non-compete agreements. These are amortized utilizing a straight-line method over their estimated useful lives. When establishing useful lives, the Company considers the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with the Company’s finite-lived intangible assets. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of long-lived assets.” | |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No | |
Other non-current assets | Other non-current assets Other non-current assets represent the value of funded employee severance benefit accounts and deposits issued to landlords. Eighteen employees are entitled to one month of the employee’s current salary, multiplied by the number of years of employment. The Company accrues a liability for this obligation and funds an employee severance benefit account monthly. The value of these funds is recorded in other non-current assets in the Company’s consolidated balance sheets and the liability is recorded in other long-term liabilities. The deposited funds include earnings accumulated up to the balance sheet date. The deposited funds may be withdrawn by the employee only upon the fulfilment of the obligation pursuant to labor law or agreements. | |
Right-of-use assets and lease liabilities | Right-of-use assets and lease liabilities The Company has both cancelable and noncancelable operating leases for office space, vehicles, and office equipment. The Company records leases in accordance with ASC 842, Leases | |
Convertible Notes | Convertible Notes Concurrent with the Business Combination, the Company issued convertible notes. Refer to Notes 3 and 13 for further discussion on the convertible notes. The convertible notes are accounted for as a liability under the traditional convertible debt model and measured at amortized cost under Accounting Standard Codification (“ASC”) 470-20. The Company accounts for the embedded derivatives at fair value under ASC 815, Derivatives and Hedging The Company evaluated the guidance in ASC 815 and concluded the conversion option is not considered indexed to the Company’s own stock. As a result, the redemption feature and conversion option were bifurcated from the Convertible Notes and are separately measured at fair value at each reporting period within other long-term liabilities in the consolidated balance sheets with changes in their respective fair values recognized in other expense, net within the consolidated statements of operations. | |
Common Stock Warrants and Post-Combination Warrants | Common Stock Warrants and Post-Combination Warrants The Company evaluated the public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued in connection with NBA’s initial public offering, the Company’s warrants which are exercisable to purchase a share of the Company’s common stock (the “Common Stock”) at an exercise price of $12.50 per share (the “Post-Combination $12.50 Warrants”), the Company’s warrants which are exercisable to purchase a share of Common Stock at an exercise price of $15.00 per share (the “Post-Combination $15.00 Warrants”) and the Company’s warrants which are exercisable to purchase a share of Common Stock at an exercise price of $17.50 per share (the “Post-Combination $17.50 Warrants” and, together with the Post-Combination $12.50 Warrants and the Post-Combination $15.00 Warrants, the “Post-Combination Warrants”) under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity | |
Revenue recognition | Revenue recognition We derive the majority of our revenue from sales of our networking products and software licenses, with the remaining revenue generated from service fees relating to maintenance contracts, professional services and training for our products. We sell our products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of our contracts have multiple distinct performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the contracts and the customer can benefit from these individual goods or services either on their own or together with other resources that are readily available to the customer. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on its relative stand-alone selling price. The stand-alone selling prices are determined based on the prices at which we separately sell these products. For items that are not sold separately, we estimate the stand-alone selling prices using either an expected cost-plus margin or the adjusted market assessment approach depending on the nature of the specific performance obligation. For all of the Company’s product sales, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment of the product. For product sales, the Company generally does not grant return privileges, except for defective products during the warranty period. Sales taxes collected from customers are excluded from revenues. Revenue from non-recurring engineering is recognized at a point in time or over-time depending on if the customer controls the asset being created or enhanced. For new product design or software development services, the customer does not control the asset being created, the customer is not simultaneously receiving or consuming the benefits from the work performed and the work performed has alternative use to the Company. Therefore, revenue related to these projects is recognized at a point in time which is when the specified developed technology has been delivered and accepted by the customer. Revenue from professional service contracts primarily relates to other consulting arrangements performed by the Company for its customers. Revenue from professional service contracts provided on a time and materials basis are recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date. Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty. Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer. Payment terms to customers generally range from prepayment to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and past payment history of the customer. The Company has elected to apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the effect of a significant financing component when the period between the transfer of product and services and payment of the related consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs. The Company accounts for shipping and handling activities as a fulfilment cost rather than an additional promised service. Therefore, revenue related to shipping and handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration. | |
Contract Balances | Contract Balances A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations. Contract assets are included within other current assets and contract liabilities are included in deferred revenue in our consolidated balance sheets. | |
Costs to Obtain or Fulfill a Contract | Costs to Obtain or Fulfill a Contract The Company capitalizes commission expenses paid to internal sales personnel and sales agent commissions that are incremental to obtaining customer contracts, for which the related revenue is recognized over a future period. These costs are incurred on initial sales of product, maintenance and professional services and maintenance and support contract renewals. The Company defers these costs and amortizes them over the period of benefit, which the Company generally considers to be the contract term or length of the longest delivery period as contract capitalization costs in the consolidated balance sheets. Commissions paid relating to contract renewals are deferred and amortized on a straight-line basis over the related renewal period as commissions paid on renewals are commensurate with commissions paid on initial sales transactions. Costs to obtain contracts and capitalized costs to fulfill contracts were not significant for the years ended December 31, 2022 and 2021. Costs to obtain a contract for development and engineering service contracts are expensed as incurred in accordance with the practical expedient as the contractual period of these contracts are generally one year or less. | |
Warranty liabilities | Warranty liabilities The Company provides a limited warranty for periods, usually ranging from 12 to 24 months, to all purchasers of its new products. Warranty expense is accrued on the sale of products and is recognized as a cost of revenue. The expense is estimated based on analysis of historic costs and other relevant factors. | |
Foreign currency | Foreign currency The U.S. dollar is the functional currency of all of the Company’s foreign subsidiaries. Foreign currency denominated monetary assets and liabilities of subsidiaries for which the U.S. dollar is the functional currency are remeasured based on exchange rates at the end of the period. Non-monetary assets and liabilities of these operations are remeasured at historical rates in effect when the asset was recognized or the liability was incurred. Revenues and expenses for foreign entities transacted in local currency are remeasured at average exchange rates in effect during each period. The resulting remeasurement gains and losses are recognized within other expense, net on the Company’s consolidated statements of operations. The Company recorded foreign currency losses of $ 3.9 3.0 | |
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 83.6 66.9 25.2 78.4 29.8 59.8 70.5 73.1 10 10 The Company received 71.7 88.1 | Significant concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in highly rated financial instruments. The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts. In addition, the Company maintains various bank accounts in various foreign countries, which are not insured. The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Cash and restricted cash balances were as follows (in thousands): Schedule of Cash and restricted cash December 31, 2022 2021 Cash in U.S. dollars in U.S. banks $ 3,803 $ 58,755 Cash in foreign banks and foreign currency 3,483 4,359 Petty cash 1 8 Total $ 7,287 $ 63,122 The Company’s accounts receivable are derived from sales of its products, and approximately 61 72 25.0 54 39.8 69 61 63 10 The Company received 87 93 |
Share-based compensation | Share-based compensation The Company estimates the fair value of share-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statements of operations on a straight-line basis over the requisite service periods, which is generally the vesting period. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates (see Note 18). The Company uses authorized and unissued shares to meet share issuance requirements. Employee stock options generally vest ratably over a four-year period and expire on the tenth anniversary of their issuance. Restricted stock is common stock that is subject to a risk of forfeiture or other restrictions that will lapse upon satisfaction of the passage of time. Awards of restricted stock that vest only by the passage of time will generally vest ratably over four years from the date of grant. | |
Segment reporting | Segment reporting The Company operates as a single segment, the development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the Chief Executive Officer, monitors operating performance and allocates resources. | |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authorities. The Company does not have any other material uncertain tax positions. The Company recognizes accrued interest related to unrecognized tax benefits, if any in interest expense and penalties in operating expenses. As of December 31, 2022 and 2021, the Company did no | |
Other taxes | Other taxes Taxes on the sale of products and services to U.S. customers are collected by the Company as an agent and recorded as a liability until remitted to the respective taxing authority. For sales in applicable countries outside the U.S., the Company is subject to value added tax (VAT). These taxes have been presented on a net basis in the consolidated financial statements. | |
Fair value measurements | Fair value measurements We carry certain assets and liabilities at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and Level 3 Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy (see Note 15). | |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for each period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings (loss) per share reflects the potential dilution that could occur if outstanding stock options and warrants at the presented dates are exercised and shares of restricted stock have vested, using the treasury stock method. The potential issuance of common stock upon conversion of the Convertible Notes is evaluated under the if-converted method. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. | |
Advertising expense | Advertising expense Advertising is expensed as incurred. Advertising expense is included in sales and marketing in the consolidated statements of operations and amounted to $ 0.7 0.9 | |
Recent accounting pronouncements | Recent Accounting Pronouncements 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. | Recent accounting pronouncements In August 2020, the FASB issued 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 | Reclassifications Certain reclassifications have been made to prior-year amounts to conform with current-year presentation, specifically in Note 4 in the revenue by category table. These reclassifications had no effect on the Company’s net loss or cash flows from operations. |
BASIS OF PRESENTATION AND ACC_2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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, 2022. 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. | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 $ 74.4 201.7 2.4 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 improve days sales outstanding to provide additional liquidity; ● selling the Mimosa business for approximately $60.0 million; 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 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. | |
Global Economic Conditions | Global Economic Conditions The Company has experienced supply chain disruptions and inflationary impacts across our businesses, driven by the impact of the COVID-19 pandemic, the war in Ukraine and resulting economic sanctions, and general macroeconomic factors. These factors have increased our operating costs. While the Company is taking actions to respond to the supply chain disruptions, inflationary environment, and global demand dynamics, we may not be able to enact these measures in a timely manner, or the measures may not be sufficient to offset the increase in costs, which could have a material adverse impact on our results of operations. | |
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 83.6 66.9 25.2 78.4 29.8 59.8 70.5 73.1 10 10 The Company received 71.7 88.1 | Significant concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in highly rated financial instruments. The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts. In addition, the Company maintains various bank accounts in various foreign countries, which are not insured. The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Cash and restricted cash balances were as follows (in thousands): Schedule of Cash and restricted cash December 31, 2022 2021 Cash in U.S. dollars in U.S. banks $ 3,803 $ 58,755 Cash in foreign banks and foreign currency 3,483 4,359 Petty cash 1 8 Total $ 7,287 $ 63,122 The Company’s accounts receivable are derived from sales of its products, and approximately 61 72 25.0 54 39.8 69 61 63 10 The Company received 87 93 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. | Recent accounting pronouncements In August 2020, the FASB issued 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents | Schedule of cash and cash equivalents December 31, 2022 2021 Cash and cash equivalents $ 7,253 $ 62,937 Restricted cash 34 185 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 7,287 $ 63,122 |
Schedule of restricted cash | Schedule of restricted cash December 31, 2022 2021 Customer and supplier guarantees $ 34 $ 175 Landlord guarantees - 10 Total $ 34 $ 185 |
Schedule of Cash and restricted cash | Schedule of Cash and restricted cash December 31, 2022 2021 Cash in U.S. dollars in U.S. banks $ 3,803 $ 58,755 Cash in foreign banks and foreign currency 3,483 4,359 Petty cash 1 8 Total $ 7,287 $ 63,122 |
THE BUSINESS COMBINATION (Table
THE BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 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 common restricted stock 339,134 Conversion of Legacy Airspan Class B common stock 1,340,611 Conversion of Legacy Airspan Class B restricted common stock 6,337 Total shares of Company Common Stock outstanding immediately following the Business Combination 72,024,437 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition | ||
Schedule of revenue | Schedule of revenue Three Months Ended 2023 2022 Products sales $ 20,353 $ 31,977 Non-recurring engineering (“NRE”) 511 1,156 Product maintenance contracts 2,139 1,740 Professional service contracts 914 1,093 Software licenses 819 1,385 Other 37 213 Total revenue $ 24,773 $ 37,564 | Schedule of revenue Year Ended 2022 2021 Products sales $ 142,844 $ 148,160 Non-recurring engineering (“NRE”) 4,944 12,527 Product maintenance contracts 9,418 8,127 Professional service contracts 3,975 5,457 Software licenses 5,184 1,758 Other 894 1,254 Total revenues $ 167,259 $ 177,283 |
Schedule of contracts with customers asset and liability | Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2022 $ 9,001 $ 2,892 Balance as of March 31, 2023 9,512 2,228 Change $ 511 $ (664 ) | Schedule of contracts with customers asset and liability Contracts Contracts Balance as of December 31, 2021 $ 7,673 2,902 Balance as of December 31, 2022 9,001 2,892 Change $ 1,328 $ (10 ) |
Schedule of revenues from contract liability | Schedule of revenues from contract liability Three Months Ended 2023 2022 Amounts included in the beginning of year contract liability balance $ 1,499 $ 1,045 | Schedule of revenues from contract liability Year Ended 2022 2021 Amounts included in the beginning of year contract liability balance $ 2,383 $ 6,143 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory December 31, 2022 2021 Purchased parts and materials $ 1,396 $ 5,006 Work in progress 287 401 Finished goods and consumables 16,873 11,810 Total Inventory net $ 18,556 $ 17,217 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Schedule of property, plant and equipment December 31, 2022 2021 Plant, machinery and equipment $ 34,482 $ 34,149 Furniture and fixtures 774 708 Leasehold improvements 2,712 2,676 37,968 37,533 Accumulated depreciation (30,617 ) (29,792 ) Total Property, plant and equipment, net $ 7,351 $ 7,741 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring costs recognized | Schedule of restructuring costs recognized 2022 Severance costs $ 1,262 Other 17 Total restructuring costs $ 1,279 |
Schedule of restructuring liabilities | Schedule of restructuring liabilities 2022 Balance, December 31, 2021 $ - Current period charges 1,279 Payments (1,048 ) Balance, December 31, 2022 $ 231 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible assets, net | Schedule of Intangible assets, net Weighted March 31, 2023 Average Gross Accumulated Net Internally developed technology 10 $ 7,810 $ (3,319 ) $ 4,491 Customer relationships 6 2,130 (1,509 ) 621 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (5,728 ) $ 5,112 Weighted December 31, 2022 Average Gross Accumulated Net Internally developed technology 10 $ 7,810 $ (3,189 ) $ 4,621 Customer relationships 6 2,130 (1,449 ) 681 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (5,538 ) $ 5,302 | Schedule of Intangible assets, net Weighted December 31, 2022 Average Gross Accumulated Net Internally developed technology 10 $ 7,810 $ (3,189 ) $ 4,621 Customer relationships 6 2,130 (1,449 ) 681 Trademarks 2 720 (720 ) - Non-compete 3 180 (180 ) - Total acquired intangible assets $ 10,840 $ (5,538 ) $ 5,302 Weighted December 31, 2021 Average Gross Accumulated Amortization Net 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 2023 $ 1,136 2024 1,107 2025 781 2026 781 2027 781 Thereafter 716 Total $ 5,302 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of other accrued expenses | Schedule of other accrued expenses March 31, December 31, Payroll and related benefits and taxes $ 8,051 $ 8,312 Fair value of embedded derivatives related to Convertible Debt 4,489 5,353 Royalties 3,732 3,610 Loan success fee related to Convertible Debt 2,858 2,858 Agent and sales commissions 955 1,224 Right-of-use lease liability, current portion 2,379 2,923 Tax liabilities 1,089 1,301 Product warranty liabilities 1,278 1,478 Product marketing 70 376 Manufacturing subcontractor costs 1,376 1,787 Legal and professional services 2,530 1,282 Other 1,594 1,739 Total accrued expenses and other current liabilities $ 30,401 $ 32,243 | Schedule of other accrued expenses December 31, 2022 2021 Payroll and related benefits and taxes $ 8,312 $ 7,258 Fair value of embedded derivatives related to Convertible Debt 5,353 - Royalties 3,610 2,870 Loan success fee related to Convertible Debt 2,858 - Agent and sales commissions 1,224 2,833 Right-of-use lease liability, current portion 2,923 2,599 Tax liabilities 1,301 1,611 Product warranty liabilities 1,478 1,285 Product marketing 376 752 Manufacturing subcontractor costs 1,787 2,165 Legal and professional services 1,282 2,275 Other 1,739 3,319 Total accrued expenses and other current liabilities $ 32,243 $ 26,967 |
Schedule of product warranty liabilities | Schedule of product warranty liabilities December 31, 2022 2021 Balance, beginning of period $ 1,285 $ 1,019 Accruals 1,600 957 Settlements (1,407 ) (691 ) Balance, end of period $ 1,478 $ 1,285 |
SENIOR TERM LOAN (Tables)
SENIOR TERM LOAN (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Senior Term Loan | |
Schedule of Fortress Credit Agreement | Schedule of Fortress Credit Agreement Level Net EBITDA Base Rate Loan LIBOR Loan Level I Less than or equal to 2.00:1.00 The applicable rate is the Base Rate plus 6.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 0.50% The applicable rate is LIBOR plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% Level II Less than or equal to 3.00:1.00 The applicable rate is the Base Rate plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% The applicable rate is LIBOR plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% Level III Less than or equal to 4.00:1.00 The applicable rate is the Base Rate plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% The applicable rate is LIBOR plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% Level IV Less than or equal to 5.00:1.00 The applicable rate is the Base Rate plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% The applicable rate is LIBOR plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% Level V Greater than 5.00:1.00 The applicable rate is the Base Rate plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% The applicable rate is LIBOR plus 11.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 5.50% |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Convertible Debt | ||
Schedule of convertible notes | Schedule of convertible notes August 13, Convertible Notes $ 41,887 Conversion option derivative 7,474 Call and contingent put derivative 639 Total Convertible Notes $ 50,000 | Schedule of convertible notes August 13, 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 March 31, Convertible Notes $ 46,242 Loan discount costs (750 ) Total Convertible Notes $ 45,492 | Schedule of convertible debt December 31, Convertible Notes $ 41,887 Accrued interest (a) 2,898 Subtotal 44,785 Loan discount costs (857 ) Total Convertible Notes $ 43,928 (a) The accrued interest will accrete to principal value by the end of the term, December 30, 2024. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Schedule of long-term debt December 31, 2022 2021 Finnish Funding Agency for Technology and Innovation (“Tekes”) $ 413 $ 431 Less current portion – product development loans (259 ) (275 ) Less accrued interest on product development loans – current (154 ) (156 ) Total long-term debt $ - $ - |
Schedule of contractual maturities | Schedule of contractual maturities Senior Subordinated Subordinated Long-Term Convertible Total 2023 $ 5,280 $ 11,119 $ - $ 259 $ - $ 16,658 2024 38,855 - - - 43,928 82,783 2025 - - 41,528 - - 41,528 2026 - - - - - - 2027 - - - - - - Thereafter - - - - - - $ 44,135 $ 11,119 $ 41,528 $ 259 $ 43,928 $ 140,969 Unamortized debt issuance costs (1,266 ) - - - - (1,266 ) Unamortized purchase discount (2,340 ) - - - - (2,340 ) Total Debt $ 40,529 $ 11,119 $ 41,528 $ 259 $ 43,928 $ 137,363 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value of Financial Instruments | Schedule of Fair Value of Financial Instruments Level in December 31, December 31, Fair Value Carrying Fair Carrying Fair Assets: Cash and cash equivalents 1 $ 7,253 $ 7,253 $ 62,937 $ 62,937 Restricted cash 1 34 34 185 185 Cash and investment in severance benefit accounts 1 3,161 3,161 3,687 3,687 Liabilities: Subordinated term loan (a) 2 41,528 25,503 37,991 28,376 Subordinated debt (a) 2 11,119 7,386 10,577 7,674 Senior term loan (a) 2 40,529 36,680 41,063 43,276 Convertible debt 2 43,928 48,249 41,343 44,494 Long-term debt 2 - - - - Public Warrants 1 345 345 8,510 8,510 Warrants (b) 3 36 36 1,317 1,317 (a) As of December 31, 2022 and 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 senior term loan, subordinated term loan and subordinated debt were 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 13.8%, 17.16% and 16.83%, respectively, as of December 31, 2021. (b) As of December 31, 2022 and 2021, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants were as follows as of December 31, 2022: | |
Schedule of assumptions | Schedule of assumptions Post- Private Assumptions: Stock price $ 1.31 $ 1.31 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 4.64 % 4.02 % Expected volatility 101.10 % 58.50 % Dividend yield 0.00 % 0.00 % | |
Schedule of assumptions | Schedule of assumptions December 31, Issuance Assumptions: Stock price $ 1.31 $ 9.75 Conversion strike price $ 8.00 $ 12.50 Volatility 94.00 % 25.00 % Dividend yield 0.00 % 0.00 % Risk free rate 4.32 % 0.51 % Debt discount rate 15.10 % 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 33.00 % 25.00 % | |
Schedule of warrants | Schedule of warrants (in thousands) Warrants Conversion option Call and contingent Beginning balance, December 31, 2022 $ 36 $ 3,052 $ 2,301 Change in fair value (7 ) (2,912 ) 2,048 Ending balance, March 31, 2023 $ 29 $ 140 $ 4,349 | Schedule of warrants (in thousands) Warrants Conversion Call and Beginning balance, December 31, 2021 $ 1,317 $ 1,343 $ 1,651 Change in fair value (1,281 ) 1,709 650 Ending balance, December 31, 2022 $ 36 $ 3,052 $ 2,301 |
Schedule of Fair Value of Financial Instruments | Schedule of Fair Value of Financial Instruments Level in March 31, December 31, Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 3,282 $ 3,282 $ 7,253 $ 7,253 Restricted cash 1 34 34 34 34 Cash and investment in severance benefit accounts 1 3,102 3,102 3,161 3,161 Liabilities: Subordinated term loan – related party (a) 2 $ 42,449 $ 23,474 $ 41,528 25,503 Subordinated debt (a) 2 11,256 7,001 11,119 7,386 Senior term loan (a) 2 40,993 35,188 40,529 36,680 Convertible debt 2 45,492 45,880 43,928 48,249 Public Warrants (b) 1 575 575 345 345 Warrants (b) 3 29 29 36 36 (a) As of March 31, 2023 and December 31, 2022, 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 – related party, subordinated debt and senior term loan were 33.98%, 37.59% and 28.00%, respectively, as of March 31, 2023 and 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. (b) As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 were as follows: | |
Schedule of assumptions | Schedule of assumptions Post- Private Assumptions: Stock price $ 0.69 $ 0.69 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 4.78 % 3.66 % Expected volatility 101.1 % 84.20 % Dividend yield 0.00 % 0.00 % | Schedule of fair value of the stock options assumptions Year Ended 2022 2021 Weighted-average grant date price of our common stock (per share) $ 2.21 $ 3.99 Risk-free interest rate 4 % 1.19 % Expected volatility 76 % 33.0 % Expected term (in years) 5 5 Expected dividend yield - % - % |
Schedule of assumptions | Schedule of assumptions March 31, December 31, Assumptions: Stock price $ 0.69 $ 1.31 Conversion strike price $ 8.00 $ 8.00 Volatility 92.00 % 94.00 % Dividend yield 0.00 % 0.00 % Risk free rate 4.12 % 4.32 % Debt discount rate 28.00 % 15.10 % Coupon interest rate 7.00 % 7.00 % Face amount (in thousands) $ 50,000 $ 50,000 Contingent put inputs and assumptions: Probability of fundamental change 50.00 % 33.00 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of right-of-use assets and lease liabilities | Schedule of right-of-use assets and lease liabilities December 31, Leases Classification 2022 2021 Assets Operating lease assets Right-of-use lease asset, net (1) $ 5,697 $ 6,585 Total leased assets $ 5,697 $ 6,585 Liabilities Current Operating Other accrued expenses $ 2,923 $ 2,599 Noncurrent Operating Other long-term liabilities 3,063 4,160 Total lease liabilities $ 5,986 $ 6,759 (1) Operating right of-use lease assets are recorded net of accumulated amortization of $6.4 million and $5.2 million as of December 31, 2022 and 2021, respectively. |
Schedule of lease components | Schedule of lease components Year Ended Lease Cost Classification 2022 2021 Operating lease cost General and administrative $ 2,830 $ 3,007 Amortization of right of use assets General and administrative 2,557 2,450 Interest on lease liabilities General and administrative 388 500 Total lease cost $ 5,775 $ 5,957 |
Schedule of Future minimum lease payments | Schedule of Future minimum lease payments 2023 $ 2,930 2024 2,901 2025 579 2026 15 2027 - Thereafter - Total lease payments 6,425 Less: Interest (439 ) Present value of lease liabilities $ 5,986 |
Schedule of weighted average remaining lease term | Schedule of weighted average remaining lease term Weighted Average Remaining Lease Term (Years) December 31, Operating leases 2.2 Weighted Average Discount Rate Operating leases 6.95 |
COMMON STOCK AND WARRANTS (Tabl
COMMON STOCK AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of common Stock for future issuance | Schedule of common Stock for future issuance Plans Number of Warrants 21,145,000 Options and RSUs under employee stock plans 12,079,924 Future grants 2,742,509 Convertible Notes 4,680,500 Total Common Stock reserved for future issuance 40,647,933 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of common stock reserved for future issuance under employee stock plans | Schedule of common stock reserved for future issuance under employee stock plans Plans Number of Total awards available to be issued 2,742,509 Total awards outstanding 12,079,924 Total Common Stock reserved for future issuance under employee stock plans 14,822,433 | |
Schedule of summarizes share-based compensation expense | Schedule of summarizes share-based compensation expense Three Months Ended 2023 2022 Research and development $ 531 $ 966 Sales and marketing 507 1,083 General and administrative 894 4,474 Cost of sales 7 41 Total share-based compensation $ 1,939 $ 6,564 | Schedule of summarizes share-based compensation expense December 31, 2022 2021 Research and development $ 3,554 $ 1,812 Sales and marketing 3,491 1,925 General and administrative 13,842 6,759 Cost of sales 243 81 Total share-based compensation $ 21,130 $ 10,577 |
Schedule of fair value of the stock options assumptions | Schedule of assumptions Post- Private Assumptions: Stock price $ 0.69 $ 0.69 Exercise price $ 12.50 17.50 $ 11.50 Risk free rate 4.78 % 3.66 % Expected volatility 101.1 % 84.20 % Dividend yield 0.00 % 0.00 % | Schedule of fair value of the stock options assumptions Year Ended 2022 2021 Weighted-average grant date price of our common stock (per share) $ 2.21 $ 3.99 Risk-free interest rate 4 % 1.19 % Expected volatility 76 % 33.0 % Expected term (in years) 5 5 Expected dividend yield - % - % |
Schedule of common stock options | Schedule of common stock options Number of Weighted Weighted Weighted- Outstanding, December 31, 2022 7,812,178 $ 3.70 6.56 $ 2.23 Forfeited (31,523 ) 2.26 - 1.46 Expired (14,421 ) 5.40 - 2.86 Outstanding, March 31, 2023 (a) 7,766,234 $ 3.70 6.32 $ 1.98 Exercisable, March 31, 2023 (b) 4,870,164 $ 4.03 4.87 $ 2.12 (a) There was no (b) There was no | Schedule of common stock options Number of Weighted Weighted Weighted- Outstanding, December 31, 2021 5,489,492 $ 4.23 6.05 $ 2.27 Granted 2,686,337 2.81 2.21 Forfeited (65,634 ) 4.50 2.52 Expired (298,017 ) 5.26 2.82 Outstanding, December 31, 2022 (a) 7,812,178 $ 3.70 6.56 $ 2.23 Exercisable, December 31, 2022 (b) 4,525,905 $ 4.03 4.84 $ 2.13 (a) There was no aggregate intrinsic value of all stock options outstanding as of December 31, 2022. (b) There was no aggregate intrinsic value of all vested/exercisable stock options as of December 31, 2022. |
Schedule of Unvested Restricted Stock Units | Schedule of Unvested Restricted Stock Units Number of Weighted Outstanding (nonvested), December 31, 2022 4,267,746 $ 3.58 Released (387,204 ) 5.44 Forfeited (49,610 ) 3.07 Outstanding (nonvested), March 31, 2023 3,830,932 $ 3.41 | Schedule of restricted stock awards Number of Weighted Outstanding (nonvested), December 31, 2021 351,831 $ 9.63 Vested (345,471 ) 9.75 Cancelled (6,360 ) 9.63 Outstanding (nonvested), December 31, 2022 - $ - |
Schedule of restricted stock units | Schedule of restricted stock units Number of Weighted Outstanding (nonvested), December 31, 2021 2,962,884 $ 8.60 Granted 3,635,878 2.92 Released (2,108,735 ) 9.17 Forfeited (222,281 ) 6.50 Outstanding (nonvested), December 31, 2022 4,267,746 $ 3.58 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 March 31, 2023 2022 Numerator Net loss $ (20,889 ) (29,738 ) Denominator - basic and diluted Weighted average common shares outstanding 74,473,741 72,335,952 Loss per share - basic and diluted $ (0.28 ) (0.41 ) | Schedule of basic and diluted net loss per share Years Ended 2022 2021 Numerator Net loss $ (85,382 ) $ (70,526 ) Denominator – basic and diluted Weighted average common shares outstanding 72,782,773 64,509,718 Net loss per share – basic and diluted $ (1.17 ) $ (1.09 ) |
Schedule of anti-dilutive net loss per share | Schedule of anti-dilutive net loss per share March 31, 2023 2022 Stock options outstanding 7,766,234 6,144,473 Non-vested shares of restricted stock 3,830,932 3,970,385 Warrants (a) 21,145,000 21,145,000 Convertible notes (a) 9,729,163 9,729,163 (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. | Schedule of anti-dilutive net loss per share December 31, 2022 2021 Stock options outstanding (a) 7,812,178 5,489,492 Non-vested RSUs and RSAs 4,267,746 3,314,715 Warrants (b) - - Convertible Notes (b) - - (a) If the Company had reported net income, the calculation of these per share amounts would have included the dilutive effect of these Common Stock equivalents using the treasury stock method for stock options. (b) The Convertible Notes and Warrants referred to in Notes 13 and 17, respectively, were also excluded on an as converted basis because their effect would have been anti-dilutive. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Schedule of provision for income taxes Year Ended December 31, 2022 2021 Current tax provision: Federal $ - $ - State - 1 Foreign (197 ) (691 ) Total current (197 ) (690 ) Deferred tax provision: Federal - - State - - Total deferred - - Total income tax benefit $ (197 ) $ (690 ) |
Schedule of income tax benefit | Schedule of income tax benefit Country NOL Expiry Terms U.K. $ 272,875 Does not expire U.S. 228,737 Expires in up to 15 years U.S. 29,512 Does not expire Australia 5,225 Does not expire Israel 316,367 Does not expire Finland 105 Expires in up to 6 years Other 917 Expires in up to 4 years |
Schedule of deferred tax assets | Schedule of deferred tax assets As of 2022 2021 Net operating loss carryforwards $ 180,491 $ 154,210 Fixed assets 2,714 2,037 R&D amortization 7,928 6,613 Accruals and reserves 17,585 10,813 R&D and other credits 4,493 4,267 Share-based compensation 8,143 2,645 Total deferred tax assets 221,354 180,585 Intangible assets (1,049 ) (1,145 ) Total deferred tax liabilities (1,049 ) (1,145 ) Valuation allowance (220,305 ) (179,440 ) Total deferred tax assets, net $ - $ - |
Schedule of reconciliation of income taxes | Schedule of reconciliation of income taxes Years Ended 2022 2021 Expected income tax benefit at U.S. rates $ 17,971 $ 14,713 Difference between U.S. rate and rates applicable to subsidiaries in other jurisdictions 315 238 Expenditures not deductible for tax purposes (118 ) (198 ) Non-deductible officer compensation - (1,656 ) Tax rate changes outside the U.S. 17,594 - Fair market value changes 1,701 1,590 Expiry of foreign taxable losses 1,643 (4,493 ) Other 744 599 Valuation allowance on tax benefits (40,869 ) (11,817 ) UK R&D tax credits 1,216 1,714 Income tax benefit $ 197 $ 690 |
GEOGRAPHICAL INFORMATION (Table
GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Geographical Information | |
Schedule of revenue by geographical market | Schedule of revenue by geographical market Years Ended 2022 2021 United States $ 65,778 $ 50,298 Other North America and Canada 7,135 920 Total North America 72,913 51,218 India 27,883 38,822 Japan 43,904 61,757 Other Asia 1,450 3,841 Total Asia 73,237 104,420 Europe 11,650 5,749 Africa and the Middle East 6,370 8,607 Latin America and the Caribbean 3,089 7,289 Total revenue $ 167,259 $ 177,283 |
Schedule of loss before income tax | Schedule of loss before income tax Years Ended 2022 2021 Loss before income tax related to U.S. operations $ (23,113 ) $ (31,889 ) Loss before income tax related to foreign operations (62,466 ) (39,327 ) Loss before income tax $ (85,579 ) $ (71,216 ) Net loss related to U.S. operations $ (23,112 ) $ (31,890 ) Net loss related to foreign operations (62,270 ) (38,636 ) Net loss $ (85,382 ) $ (70,526 ) |
Schedule of assets by geographic region | Schedule of assets by geographic region As of 2022 2021 Property, plant and equipment, net: United States $ 1,126 $ 1,150 Asia 1,293 1,193 Europe 898 1,105 Middle East 4,022 4,276 Other 12 17 $ 7,351 $ 7,741 Other non-current assets: United States $ 107 $ 102 Europe 137 151 Middle East 3,163 3,689 3,407 3,942 Total long-lived assets $ 10,758 $ 11,683 Total assets, net: United States $ 81,317 $ 140,057 Asia 5,661 20,629 Europe 9,833 10,723 Middle East 28,171 23,945 Other 113 145 $ 125,095 $ 195,499 |
VALUATION AND QUALIFYING ACCO_2
VALUATION AND QUALIFYING ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of valuation | Schedule of valuation Year Description Balance at Additions Charged Write-offs/ Balance at 2022 Allowance for doubtful accounts $ 309 $ 810 $ (472 ) $ 647 Reserve for inventory valuation $ 13,068 $ 1,502 $ (3,544 ) $ 11,026 2021 Allowance for doubtful accounts $ 374 $ 288 $ (353 ) $ 309 Reserve for inventory valuation $ 13,204 $ 1,817 $ (1,953 ) $ 13,068 |
HELD FOR SALE (Tables)
HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Held For Sale | |
Schedule of asset held for sale | Schedule of asset held for sale March 31, December 31, ASSETS Current assets: Accounts receivable, net of allowance of $103 and $123 as of March 31, 2023 and December 31, 2022, respectively 7,420 7,413 Inventory 4,941 3,759 Prepaid expenses and other current assets 231 410 Total current assets 12,592 11,582 Property, plant and equipment, net 1,084 1,107 Goodwill 13,641 13,641 Intangible assets, net 5,113 5,302 Right-of-use assets, net 845 916 Other non-current assets 108 109 Total assets $ 33,383 $ 32,657 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 10,105 $ 5,545 Accrued expenses and other current liabilities 1,587 1,517 Deferred revenue 271 253 Total current liabilities 11,963 7,315 Other long-term liabilities 17,294 21,103 Total liabilities 29,257 28,418 Total liabilities and stockholders’ deficit $ 33,383 $ 32,657 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 March 31, 2023 2022 Numerator Net loss $ (20,889 ) (29,738 ) Denominator - basic and diluted Weighted average common shares outstanding 74,473,741 72,335,952 Loss per share - basic and diluted $ (0.28 ) (0.41 ) | Schedule of basic and diluted net loss per share Years Ended 2022 2021 Numerator Net loss $ (85,382 ) $ (70,526 ) Denominator – basic and diluted Weighted average common shares outstanding 72,782,773 64,509,718 Net loss per share – basic and diluted $ (1.17 ) $ (1.09 ) |
Schedule of anti-dilutive net loss per share | Schedule of anti-dilutive net loss per share March 31, 2023 2022 Stock options outstanding 7,766,234 6,144,473 Non-vested shares of restricted stock 3,830,932 3,970,385 Warrants (a) 21,145,000 21,145,000 Convertible notes (a) 9,729,163 9,729,163 (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. | Schedule of anti-dilutive net loss per share December 31, 2022 2021 Stock options outstanding (a) 7,812,178 5,489,492 Non-vested RSUs and RSAs 4,267,746 3,314,715 Warrants (b) - - Convertible Notes (b) - - (a) If the Company had reported net income, the calculation of these per share amounts would have included the dilutive effect of these Common Stock equivalents using the treasury stock method for stock options. (b) The Convertible Notes and Warrants referred to in Notes 13 and 17, respectively, were also excluded on an as converted basis because their effect would have been anti-dilutive. |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Current assets | $ 74,400 | $ 89,700 |
Current liabilities | 201,700 | 198,700 |
Cash flow from operating activities | $ 2,400 | $ 47,200 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 3,282 | $ 7,253 | $ 62,937 | |
Restricted cash | $ 34 | 34 | $ 185 | 185 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 7,287 | $ 63,122 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Restricted cash | $ 34 | $ 34 | $ 185 | $ 185 |
Customer And Supplier Guarantees [Member] | ||||
Restricted cash | 34 | 175 | ||
Landlord Guarantees [Member] | ||||
Restricted cash | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total | $ 7,287 | $ 63,122 |
Cash In U S Dollars U S Banks [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total | 3,803 | 58,755 |
Cash In Foreign Banks And Foreign Currency [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total | 3,483 | 4,359 |
Petty Cash [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total | $ 1 | $ 8 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Impairment of long-lived assets | $ 0 | $ 0 | ||
Foreign currency losses | 3,900 | 3,000 | ||
Accrued interest and penalties | 0 | 0 | ||
Uncertain tax positions | 0 | 0 | ||
Advertising expense | 700 | 900 | ||
Accounts Receivable [Member] | Three Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Accounts receivable | $ 25,200 | $ 25,000 | $ 39,800 | |
Accounts Receivable [Member] | Two Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Accounts receivable | $ 29,800 | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Non Us Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration credit risk | 83.60% | 66.90% | 61% | 72% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration credit risk | 78.40% | 54% | 69% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration credit risk | 59.80% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration credit risk | 70.50% | 73.10% | 61% | 63% |
Sales [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration credit risk | 10% | 10% | ||
Sales [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration credit risk | 10% | 10% | ||
Resale Of Goods [Member] | Customer Concentration Risk [Member] | Five Suppliers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration credit risk | 71.70% | 88.10% | 87% | 93% |
Property, Plant and Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 2 years | |||
Property, Plant and Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Furniture and Fixtures [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 4 years | |||
Furniture and Fixtures [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 5 years |
THE BUSINESS COMBINATION (Detai
THE BUSINESS COMBINATION (Details) $ in Thousands | Dec. 31, 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 | Dec. 31, 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 common restricted stock | 339,134 |
Conversion of Legacy Airspan Class B common stock | 1,340,611 |
Conversion of Legacy Airspan Class B restricted common stock | 6,337 |
Total shares of Company Common Stock outstanding immediately following the Business Combination | $ 72,024,437 |
THE BUSINESS COMBINATION (Det_3
THE BUSINESS COMBINATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Aug. 13, 2021 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Proceed from business combination | $ 17,500,000 | |
Restricted stock units issued | 11,500,000 | |
Secured Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price | $ 12.50 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 24,773 | $ 37,564 | $ 167,259 | $ 177,283 |
Product Sales [Member] | ||||
Total revenues | 20,353 | 31,977 | 142,844 | 148,160 |
Nonrecurring Engineering [Member] | ||||
Total revenues | 511 | 1,156 | 4,944 | 12,527 |
Product Maintenance Contracts [Member] | ||||
Total revenues | 2,139 | 1,740 | 9,418 | 8,127 |
Professional Service Contracts [Member] | ||||
Total revenues | 914 | 1,093 | 3,975 | 5,457 |
Software Licenses [Member] | ||||
Total revenues | 819 | 1,385 | 5,184 | 1,758 |
Other [Member] | ||||
Total revenues | $ 37 | $ 213 | $ 894 | $ 1,254 |
REVENUE RECOGNITION (Details 1)
REVENUE RECOGNITION (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition | |||
Contract assets | $ 9,512 | $ 9,001 | $ 7,673 |
Contracts liabilities | 2,228 | 2,892 | $ 2,902 |
Change in contract asset | 1,328 | ||
Change in contracts liabilities | $ (10) | ||
Change in contract assets | 511 | ||
Change in contracts liabilities | $ (664) |
REVENUE RECOGNITION (Details 2)
REVENUE RECOGNITION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition | ||||
Amounts included in the beginning of year contract liability balance | $ 1,499 | $ 1,045 | $ 2,383 | $ 6,143 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 24,773 | $ 37,564 | $ 167,259 | $ 177,283 |
Deferred revenue, current and non current | 2,000 | 2,900 | 2,900 | |
Revenue performance obligations | 2,100 | 2,800 | 2,500 | |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 500 | $ 1,200 | 2,400 | 3,000 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,500 | $ 9,500 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Purchased parts and materials | $ 1,396 | $ 5,006 | |
Work in progress | 287 | 401 | |
Finished goods and consumables | 16,873 | 11,810 | |
Total Inventory net | $ 15,802 | $ 18,556 | $ 17,217 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 37,968 | $ 37,533 | |
Accumulated depreciation | (30,617) | (29,792) | |
Property, plant and equipment, net | $ 5,972 | 7,351 | 7,741 |
Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 34,482 | 34,149 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 774 | 708 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 2,712 | $ 2,676 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,600 | $ 3,100 |
RESTRUCTURING ACTIVITIES (Detai
RESTRUCTURING ACTIVITIES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Severance costs | $ 1,262 |
Other | 17 |
Total restructuring costs | $ 1,279 |
RESTRUCTURING ACTIVITIES (Det_2
RESTRUCTURING ACTIVITIES (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Balance, at beginning | |
Current period charges | 1,279 |
Payments | (1,048) |
Balance, at ending | $ 231 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 10,840 | $ 10,840 | $ 10,840 |
Accumulated Amortization | (5,728) | (5,538) | (4,402) |
Net Carrying Amount | $ 5,112 | $ 5,302 | $ 6,438 |
Internally Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 10 years | 10 years | 10 years |
Gross Carrying Amount | $ 7,810 | $ 7,810 | $ 7,810 |
Accumulated Amortization | (3,319) | (3,189) | (2,408) |
Net Carrying Amount | $ 4,491 | $ 4,621 | $ 5,402 |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 6 years | 6 years | 6 years |
Gross Carrying Amount | $ 2,130 | $ 2,130 | $ 2,130 |
Accumulated Amortization | (1,509) | (1,449) | (1,094) |
Net Carrying Amount | $ 621 | $ 681 | $ 1,036 |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 2 years | 2 years | 2 years |
Gross Carrying Amount | $ 720 | $ 720 | $ 720 |
Accumulated Amortization | (720) | (720) | (720) |
Net Carrying Amount | |||
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life (in years) | 3 years | 3 years | 3 years |
Gross Carrying Amount | $ 180 | $ 180 | $ 180 |
Accumulated Amortization | (180) | (180) | (180) |
Net Carrying Amount |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET (Details 1) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2023 | $ 1,136 | ||
2024 | 1,107 | ||
2025 | 781 | ||
2026 | 781 | ||
2027 | 781 | ||
Thereafter | 716 | ||
Total | $ 5,112 | $ 5,302 | $ 6,438 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Godwill | $ 13,641 | $ 13,641 | ||
Amortization expense | 200 | $ 300 | 1,100 | $ 1,200 |
Goodwill | $ 13,600 | 13,600 | ||
Mimosa [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Godwill | $ 13,600 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Payroll and related benefits and taxes | $ 8,051 | $ 8,312 | $ 7,258 |
Fair value of embedded derivatives related to Convertible Debt | 4,489 | 5,353 | |
Royalties | 3,732 | 3,610 | 2,870 |
Loan success fee related to Convertible Debt | 2,858 | 2,858 | |
Agent and sales commissions | 955 | 1,224 | 2,833 |
Right-of-use lease liability, current portion | 2,379 | 2,923 | 2,599 |
Tax liabilities | 1,089 | 1,301 | 1,611 |
Product warranty liabilities | 1,278 | 1,478 | 1,285 |
Product marketing | 70 | 376 | 752 |
Manufacturing subcontractor costs | 1,376 | 1,787 | 2,165 |
Legal and professional services | 2,530 | 1,282 | 2,275 |
Other | 1,594 | 1,739 | 3,319 |
Total accrued expenses and other current liabilities | $ 30,401 | $ 32,243 | $ 26,967 |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Balance, beginning of period | $ 1,285 | $ 1,019 |
Accruals | 1,600 | 957 |
Settlements | (1,407) | (691) |
Balance, end of period | $ 1,478 | $ 1,285 |
SUBORDINATED DEBT (Details Narr
SUBORDINATED DEBT (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 28, 2017 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 06, 2015 | |||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Subordinated debt | $ 11,256 | [1] | $ 11,119 | [1] | $ 10,577 | ||
Accrued interest | $ 12,400 | $ 11,500 | 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% | 5% | |||||
Subordinated debt | $ 9,000 | $ 9,000 | |||||
Accrued interest | $ 2,300 | $ 2,100 | $ 1,600 | ||||
[1]As of March 31, 2023 and December 31, 2022, 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 – related party, subordinated debt and senior term loan were 33.98%, 37.59% and 28.00%, respectively, as of March 31, 2023 and 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. |
SUBORDINATED TERM LOAN _ RELA_2
SUBORDINATED TERM LOAN – RELATED PARTY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||||
May 23, 2019 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 09, 2016 | |
Offsetting Assets [Line Items] | |||||
Subordinated Debts | $ 30,000 | $ 30,000 | |||
Interest Payable, Current | $ 12,400 | $ 11,500 | $ 8,000 | ||
Subordinated Loan Agreement [Member] | |||||
Offsetting Assets [Line Items] | |||||
Subordinated Term Loan | $ 15,000 | ||||
Maturity date | Dec. 31, 2021 |
SENIOR TERM LOAN (Details)
SENIOR TERM LOAN (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Level 1 [Member] | |
Short-Term Debt [Line Items] | |
Net EBITDA Leverage Ratio | Less than or equal to 2.00:1.00 |
Base Rate Loan | The applicable rate is the Base Rate plus 6.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 0.50% |
LIBOR Loan | The applicable rate is LIBOR plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% |
Level 2 [Member] | |
Short-Term Debt [Line Items] | |
Net EBITDA Leverage Ratio | Less than or equal to 3.00:1.00 but greater than 2.00:1.00 |
Base Rate Loan | The applicable rate is the Base Rate plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% |
LIBOR Loan | The applicable rate is LIBOR plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% |
Level 3 [Member] | |
Short-Term Debt [Line Items] | |
Net EBITDA Leverage Ratio | Less than or equal to 4.00:1.00 but greater than 3.00:1.00 |
Base Rate Loan | The applicable rate is the Base Rate plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% |
LIBOR Loan | The applicable rate is LIBOR plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% |
Level 4 [Member] | |
Short-Term Debt [Line Items] | |
Net EBITDA Leverage Ratio | Less than or equal to 5.00:1.00 but greater than 4.00:1.00 |
Base Rate Loan | The applicable rate is the Base Rate plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% |
LIBOR Loan | The applicable rate is LIBOR plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% |
Level 5 [Member] | |
Short-Term Debt [Line Items] | |
Net EBITDA Leverage Ratio | Greater than 5.00:1.00 |
Base Rate Loan | The applicable rate is the Base Rate plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% |
LIBOR Loan | The applicable rate is LIBOR plus 11.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 5.50% |
SENIOR TERM LOAN (Details Narra
SENIOR TERM LOAN (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Senior term loan | $ 41,000 | $ 44,100 | $ 46,800 | |
Accrued interest | 5,800 | 5,000 | 2,500 | |
Convertible Note Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Liquidity | $ 15,000 | $ 20,000 | ||
Convertible Note Agreement [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Liquidity | 15,000 | |||
Convertible Note Agreement [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Liquidity | $ 20,000 | |||
Fortress Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Dec. 30, 2024 | 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 | 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. | ||
Tranche 1 [Member] | Fortress Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan | $ 34,000 | $ 34,000 | ||
Tranche 2 [Member] | Fortress Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan | $ 10,000 | $ 10,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 13, 2021 |
Convertible Debt | |||
Convertible Notes | $ 46,242 | $ 41,887 | $ 41,887 |
Conversion option derivative | 7,474 | 7,474 | |
Call and contingent put derivative | 639 | 639 | |
Total Convertible Notes | $ 50,000 | $ 50,000 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 13, 2021 | |
Convertible Debt | |||||
Convertible Notes | $ 46,242 | $ 41,887 | $ 41,887 | ||
Accrued interest | [1] | 2,898 | |||
Subtotal | 44,785 | ||||
Loan discount costs | (750) | (857) | |||
Total Convertible Notes | 43,928 | ||||
Total Convertible Notes | $ 45,492 | $ 43,928 | $ 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 | Aug. 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Face amount | $ 50,000 | $ 50,000 | $ 50,000 |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 50,000 | ||
Interest rate | 7% | ||
Maturity date | Dec. 30, 2024 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Finnish Funding Agency for Technology and Innovation (“Tekes”) | $ 413 | $ 431 |
Less current portion – product development loans | (259) | (275) |
Less accrued interest on product development loans – current | (154) | (156) |
Total long-term debt |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total Debt | ||
Senior Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 5,280 | |
2024 | 38,855 | |
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total gross | 44,135 | |
Unamortized debt issuance costs | (1,266) | |
Unamortized purchase discount | (2,340) | |
Total Debt | 40,529 | |
Subordinated Debt [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 11,119 | |
2024 | ||
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total gross | 11,119 | |
Unamortized debt issuance costs | ||
Unamortized purchase discount | ||
Total Debt | 11,119 | |
Subordinated Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
2023 | ||
2024 | ||
2025 | 41,528 | |
2026 | ||
2027 | ||
Thereafter | ||
Total gross | 41,528 | |
Unamortized debt issuance costs | ||
Unamortized purchase discount | ||
Total Debt | 41,528 | |
Long-Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 259 | |
2024 | ||
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total gross | 259 | |
Unamortized debt issuance costs | ||
Unamortized purchase discount | ||
Total Debt | 259 | |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
2023 | ||
2024 | 43,928 | |
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total gross | 43,928 | |
Unamortized debt issuance costs | ||
Unamortized purchase discount | ||
Total Debt | 43,928 | |
Debt [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 16,658 | |
2024 | 82,783 | |
2025 | 41,528 | |
2026 | ||
2027 | ||
Thereafter | ||
Total gross | 140,969 | |
Unamortized debt issuance costs | (1,266) | |
Unamortized purchase discount | (2,340) | |
Total Debt | $ 137,363 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Aug. 13, 2021 | Apr. 27, 2020 | |
Debt Instrument [Line Items] | |||||
Principal amount | $ 50,000 | $ 50,000 | $ 50,000 | ||
PPP Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital Loans | $ 300 | $ 300 | |||
Principal amount | $ 2,100 | ||||
Interest Rate | 1% | ||||
Gain on extinguishment of debt | $ 2,100 | ||||
Accrued interest | $ 23 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | $ 3,282 | $ 7,253 | $ 62,937 | |||||
Restricted Cash | 34 | 34 | $ 185 | 185 | ||||
Cash and investment in severance benefit accounts | 3,102 | 3,161 | 3,687 | |||||
Subordinated term loan | 42,449 | [1] | 41,528 | [1],[2] | 37,991 | [2] | ||
Subordinated Debt | [2] | 11,119 | 10,577 | |||||
Senior Term Loans | 40,993 | [1] | 40,529 | [1],[2] | 41,063 | [2] | ||
Convertible Debt | 45,492 | 43,928 | 41,343 | |||||
Long-term debt | ||||||||
Public Warrants | 575 | [3] | 345 | [3] | 8,510 | |||
Warrant | 29 | [3] | 36 | [3],[4] | 1,317 | [4] | ||
Cash and cash equivalents | 3,282 | 7,253 | 62,937 | |||||
Subordinated Debt | 11,256 | [1] | 11,119 | [1] | 10,577 | |||
Fair Value, Inputs, Level 1 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 7,253 | 62,937 | ||||||
Restricted Cash | 34 | 34 | 185 | |||||
Cash and investment in severance benefit accounts | 3,102 | 3,161 | 3,687 | |||||
Public Warrants | 575 | [3] | 345 | [3] | 8,510 | |||
Cash and cash equivalents | 3,282 | 7,253 | ||||||
Fair Value, Inputs, Level 2 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Subordinated term loan | 23,474 | [1] | 25,503 | [1],[2] | 28,376 | [2] | ||
Subordinated Debt | [2] | 7,386 | 7,674 | |||||
Senior Term Loans | 35,188 | [1] | 36,680 | [1],[2] | 43,276 | [2] | ||
Convertible Debt | 45,880 | 48,249 | 44,494 | |||||
Long-term debt | ||||||||
Subordinated Debt | [1] | 7,001 | 7,386 | |||||
Fair Value, Inputs, Level 3 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Warrant | $ 29 | [3] | $ 36 | [3],[4] | $ 1,317 | [4] | ||
[1]As of March 31, 2023 and December 31, 2022, 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 – related party, subordinated debt and senior term loan were 33.98%, 37.59% and 28.00%, respectively, as of March 31, 2023 and 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022.[2]As of December 31, 2022 and 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 senior term loan, subordinated term loan and subordinated debt were 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 13.8%, 17.16% and 16.83%, respectively, as of December 31, 2021.[3]As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 were as follows:[4]As of December 31, 2022 and 2021, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants were as follows as of December 31, 2022: |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended | |
Aug. 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock price | $ 9.75 | $ 0.69 | $ 1.31 |
Risk free rate | 0.51% | 4.12% | 4.32% |
Volatility | 25% | 92% | 94% |
Dividend yield | 0% | 0% | 0% |
Post Combination Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock price | $ 0.69 | $ 1.31 | |
Risk free rate | 4.78% | 4.64% | |
Volatility | 101.10% | 101.10% | |
Dividend yield | 0% | 0% | |
Post Combination Warrants [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price | $ 12.50 | $ 12.50 | |
Post Combination Warrants [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price | 17.50 | 17.50 | |
Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock price | 0.69 | 1.31 | |
Exercise price | $ 11.50 | $ 11.50 | |
Risk free rate | 3.66% | 4.02% | |
Volatility | 84.20% | 58.50% | |
Dividend yield | 0% | 0% |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||
Stock price | $ 9.75 | $ 0.69 | $ 1.31 |
Conversion strike price | $ 12.50 | $ 8 | $ 8 |
Volatility | 25% | 92% | 94% |
Dividend yield | 0% | 0% | 0% |
Risk free rate | 0.51% | 4.12% | 4.32% |
Debt discount rate | 12.80% | 28% | 15.10% |
Coupon interest rate | 7% | 7% | 7% |
Face amount | $ 50,000 | $ 50,000 | $ 50,000 |
Probability of fundamental change | 25% | 50% | 33% |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Balance at beginning | $ 36 | $ 1,317 |
Change in fair value | (7) | (1,281) |
Balance at ending | 29 | 36 |
Conversion Option Derivative [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Balance at beginning | 3,052 | 1,343 |
Change in fair value | (2,912) | 1,709 |
Balance at ending | 140 | 3,052 |
Call And Contingent Put Derivative [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Balance at beginning | 2,301 | 1,651 |
Change in fair value | 2,048 | 650 |
Balance at ending | $ 4,349 | $ 2,301 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease assets | [1] | $ 5,697 | $ 6,585 | |
Total leased assets | $ 4,230 | 5,697 | 6,585 | |
Operating | 2,923 | 2,599 | ||
Operating | 3,063 | 4,160 | ||
Total lease liabilities | $ 5,986 | $ 6,759 | ||
[1]Operating right of-use lease assets are recorded net of accumulated amortization of $6.4 million and $5.2 million as of December 31, 2022 and 2021, respectively. |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 2,830 | $ 3,007 |
Amortization of right of use assets | 2,557 | 2,450 |
Interest on lease liabilities | 388 | 500 |
Total lease cost | $ 5,775 | $ 5,957 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 2,930 |
2024 | 2,901 |
2025 | 579 |
2026 | 15 |
2027 | |
Thereafter | |
Total lease payments | 6,425 |
Less: Interest | (439) |
Present value of lease liabilities | $ 5,986 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 3) | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average emaining ease term (years), Operating leases | 2 years 2 months 12 days |
Weighted average discount rate at operating leases | 6.95% |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Oct. 14, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments | $ 85,400,000 | $ 77,300,000 | ||
Short-term lease costs | 200,000 | $ 200,000 | ||
Customers liability | 600,000 | $ 600,000 | ||
Collateral amount | 100,000 | |||
Uncollateralized loans | 400,000 | |||
Accrued interest | 100,000 | |||
Sprint paid | $ 3,870,000 | |||
Legal settlement | $ 600,000 |
COMMON STOCK AND WARRANTS (Deta
COMMON STOCK AND WARRANTS (Details) | Dec. 31, 2022 shares |
Equity [Abstract] | |
Warrants | 21,145,000 |
Options and RSUs under employee stock plans | 12,079,924 |
Future grants | 2,742,509 |
Convertible Notes | 4,680,500 |
Total Common Stock reserved for future issuance | 40,647,933 |
COMMON STOCK AND WARRANTS (De_2
COMMON STOCK AND WARRANTS (Details Narrative) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2021 | Jan. 31, 2021 | Oct. 31, 2015 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 13, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | Jun. 30, 2014 | |
Class of Stock [Line Items] | ||||||||||
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, Shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Common stock, Shares issued | 74,582,992 | 74,283,026 | 72,335,952 | |||||||
Common stock, Shares outstanding | 74,582,992 | 74,283,026 | 72,335,952 | |||||||
Purchase of warrants | 325,203 | |||||||||
Warrants outstanding | 21,145,000 | |||||||||
Share price | $ 0.69 | $ 1.31 | $ 9.75 | |||||||
Post-Combination warrants, description | The Company, at its option, may redeem all, but not less than all, of the Post-Combination $12.50 Warrants, at the price of $0.01 per Post-Combination $12.50 Warrant if the last sales price of the Common Stock reported has been at least $12.50 per share, subject to adjustment per the terms of the Post-Combination $12.50 Warrant, on each of 20 trading days within the 30 trading day period commencing once the Post-Combination $12.50 Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given. The Company may, at its option, redeem all, but not less than all, of the Post-Combination $15.00 Warrants, at the price of $0.01 per Post-Combination $15.00 Warrant if the last sales price of the Common Stock reported has been at least $15.00 per share, subject to adjustment per the terms of the Post-Combination $15.00 Warrant, on each of 20 trading days within the 30 trading day period commencing once the Post-Combination $15.00 Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given. | |||||||||
Preferred stock, Shares issued | 0 | |||||||||
Preferred stock, Shares outstanding | 0 | |||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants outstanding | 12,045,000 | 12,045,000 | ||||||||
Public Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants outstanding | 11,500,000 | 11,500,000 | ||||||||
Warrants sold | 11,500,000 | 11,500,000 | ||||||||
Share price | $ 11.50 | $ 11.50 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants outstanding | 545,000 | 545,000 | ||||||||
Warrants sold | 545,000 | 545,000 | ||||||||
Post Combination Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants outstanding | 9,000,000 | |||||||||
Series D 1 Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Remaining warrants | 162,601 | |||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase of warrants | 487,805 | |||||||||
Exercise price | $ 61.50 | |||||||||
Airspan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase of warrants | 406 | 6,097 | 203,252 | |||||||
Exercise price | $ 61.50 | $ 61.50 | $ 61.50 | $ 61.50 | ||||||
Warrant term | 5 years | 5 years | ||||||||
Warrant issued | 406 | 6,097 | 487,805 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation | $ 1,939 | $ 6,564 | $ 21,130 | $ 10,577 |
Research and Development Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation | 531 | 966 | 3,554 | 1,812 |
Selling and Marketing Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation | 507 | 1,083 | 3,491 | 6,759 |
General and Administrative Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation | 894 | 4,474 | 13,842 | 1,925 |
Cost of Sales [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation | $ 7 | $ 41 | $ 243 | $ 81 |
Employee Stock Plans [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total awards available to be issued | 2,742,509 | |||
Total awards outstanding | 12,079,924 | |||
Total Common Stock reserved for future issuance under employee stock plans | 14,822,433 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Total share-based compensation | $ 1,939 | $ 6,564 | $ 21,130 | $ 10,577 | |||
Intrinsic value of options | 0 | ||||||
Intrinsic value of vested/exercisable options | $ 0 | ||||||
Stock Options [Member] | |||||||
Number of Shares Options Outstanding, Beginning | 7,812,178 | [1] | 5,489,492 | 5,489,492 | |||
Exercise Price Outstanding, Beginning | $ 3.70 | [1] | $ 4.23 | $ 4.23 | |||
Weighted Average Remaining Contractual Life (Years) | 6 years 3 months 25 days | [2] | 6 years 6 months 21 days | ||||
Weighted-Average Grant Date Fair Value,Beginning | $ 2.23 | [1] | $ 2.27 | $ 2.27 | |||
Number of Shares Options, Forfeited | (31,523) | (65,634) | |||||
Exercise Price Forfeited | $ 2.26 | $ 4.50 | |||||
Weighted-Average Grant Date Fair Value,Forfeited | $ 1.46 | 2.52 | |||||
Number of Shares Options Expired | (14,421) | ||||||
Exercise Price Expired | $ 5.40 | ||||||
Weighted-Average Grant Date Fair Value,Expired | $ 2.86 | $ 2.82 | |||||
Number of Shares Options Outstanding, Ending | 7,766,234 | [2] | 7,812,178 | [1] | 5,489,492 | ||
Exercise Price Outstanding, Ending | $ 3.70 | [2] | $ 3.70 | [1] | $ 4.23 | ||
Weighted-Average Grant Date Fair Value,Ending | $ 1.98 | [2] | $ 2.23 | [1] | $ 2.27 | ||
Exercisable | 4,870,164 | [3] | 4,525,905 | [4] | |||
Exercise Price Outstanding, Ending | [3] | $ 4.03 | |||||
Weighted Average Remaining Contractual Life (Years) exercisable | 4 years 10 months 13 days | [3] | 4 years 10 months 2 days | [4] | |||
Weighted-average grant date fair value exercisable | [3] | $ 2.12 | |||||
Research and Development Expense [Member] | |||||||
Total share-based compensation | $ 531 | $ 966 | $ 3,554 | $ 1,812 | |||
Selling and Marketing Expense [Member] | |||||||
Total share-based compensation | 507 | 1,083 | 3,491 | 6,759 | |||
General and Administrative Expense [Member] | |||||||
Total share-based compensation | 894 | 4,474 | 13,842 | 1,925 | |||
Cost of Sales [Member] | |||||||
Total share-based compensation | $ 7 | $ 41 | $ 243 | $ 81 | |||
[1]There was no aggregate intrinsic value of all stock options outstanding as of December 31, 2022.[2]There was no no |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Aug. 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||||
Expected volatility | 25% | 92% | 94% | |
Expected dividend yield | 0% | 0% | 0% | |
Restricted Stock Units (RSUs) [Member] | ||||
Offsetting Assets [Line Items] | ||||
Number of Shares Options Outstanding, Beginning | 4,267,746 | 2,962,884 | ||
Weighted Average Grant Date Fair Value Outstanding, Beginning | $ 3.58 | |||
Number of Shares Options, Released | (387,204) | (3,635,878) | ||
Weighted Average Grant Date Fair Value Outstanding, Released | $ 5.44 | $ 2.92 | ||
Number of Shares Options, Forfeited | (49,610) | (222,281) | ||
Weighted Average Grant Date Fair Value Outstanding, Forfeited | $ 3.07 | $ 6.50 | ||
Number of Shares Options Outstanding, Ending | 3,830,932 | 4,267,746 | 2,962,884 | |
Weighted Average Grant Date Fair Value Outstanding, Ending | $ 3.41 | $ 3.58 | ||
Equity Option [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted-average grant date price of our common stock (per share) | $ 2.21 | $ 3.99 | ||
Risk-free interest rate | 4% | 1.19% | ||
Expected volatility | 76% | 33% | ||
Expected term (in years) | 5 years | 5 years | ||
Expected dividend yield | (0.00%) | (0.00%) |
SHARE-BASED COMPENSATION (Det_4
SHARE-BASED COMPENSATION (Details 3) - Stock Options [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of Shares Options Outstanding, Beginning | 7,812,178 | [1] | 5,489,492 | ||||
Exercise Price Outstanding, Beginning | $ 3.70 | [1] | $ 4.23 | ||||
Weighted Average Remaining Contractual Life (Years) | 6 years 18 days | 6 years 6 months 21 days | [1] | ||||
Weighted-Average Grant Date Fair Value,Beginning | $ 2.23 | [1] | $ 2.27 | ||||
Number of Shares Options Granted | 2,686,337 | ||||||
Exercise Price Granted | $ 2.81 | ||||||
Weighted-Average Grant Date Fair Value,Granted | $ 2.21 | ||||||
Number of Shares Options, Forfeited | (31,523) | (65,634) | |||||
Exercise Price Forfeited | $ 2.26 | $ 4.50 | |||||
Weighted-Average Grant Date Fair Value,Forfeited | 1.46 | $ 2.52 | |||||
Number of Shares Options Expired | (298,017) | ||||||
Exercise Price Expired | $ 5.26 | ||||||
Weighted-Average Grant Date Fair Value,Expired | $ 2.86 | $ 2.82 | |||||
Number of Shares Options Outstanding, Ending | 7,766,234 | [2] | 7,812,178 | [1] | 5,489,492 | ||
Exercise Price Outstanding, Ending | $ 3.70 | [2] | $ 3.70 | [1] | $ 4.23 | ||
Weighted-Average Grant Date Fair Value,Ending | $ 1.98 | [2] | $ 2.23 | [1] | $ 2.27 | ||
Number of Shares Exercisable at end of period | 4,870,164 | [3] | 4,525,905 | [4] | |||
Exercise Price Options exercisable at end of period | [4] | $ 4.03 | |||||
Weighted Average Remaining Contractual Life (Years) exercisable | 4 years 10 months 13 days | [3] | 4 years 10 months 2 days | [4] | |||
Weighted-average grant date fair value exercisable | [4] | $ 2.13 | |||||
[1]There was no aggregate intrinsic value of all stock options outstanding as of December 31, 2022.[2]There was no no |
SHARE-BASED COMPENSATION (Det_5
SHARE-BASED COMPENSATION (Details 4) - Restricted Stock Awards [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Options Outstanding, Beginning | shares | 351,831 |
Weighted Average Grant Date Fair Value Outstanding, Beginning | $ / shares | $ 9.63 |
Number of Shares Options, Vested | shares | (345,471) |
Weighted Average Grant Date Fair Value Outstanding, Vested | $ / shares | $ 9.75 |
Number of Shares Options, Cancelled | shares | (6,360) |
Weighted Average Grant Date Fair Value Outstanding, Cancelled | $ / shares | $ 9.63 |
Number of Shares Options Outstanding, Ending | shares | 0 |
Weighted Average Grant Date Fair Value Outstanding, Ending | $ / shares | $ 0 |
SHARE-BASED COMPENSATION (Det_6
SHARE-BASED COMPENSATION (Details 5) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares Options Outstanding, Beginning | 4,267,746 | 2,962,884 |
Weighted Average Grant Date Fair Value Outstanding, Beginning | $ 3.58 | $ 8.60 |
Number of Shares Options, Granted | 387,204 | 3,635,878 |
Weighted Average Grant Date Fair Value Outstanding, Released | $ 5.44 | $ 2.92 |
Number of Shares Options, Released | (2,108,735) | |
Weighted Average Grant Date Fair Value Outstanding, Released | $ 9.17 | |
Number of Shares Options, Forfeited | (49,610) | (222,281) |
Weighted Average Grant Date Fair Value Outstanding, Forfeited | $ 3.07 | $ 6.50 |
Number of Shares Options Outstanding, Ending | 3,830,932 | 4,267,746 |
Weighted Average Grant Date Fair Value Outstanding, Ending | $ 3.58 |
SHARE-BASED COMPENSATION (Det_7
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation expenses | $ 10,000 | |
Plan 2021 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number shares issued | 6,007,718 | |
Common Stock [Member] | Plan 2009 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common Stock reserved | 14,385,619 | 14,822,433 |
Restricted Stock Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation expens | $ 4,500 | |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average period | 2 years 11 months 1 day | |
Weighted average grant date fair value | $ 2.21 | |
Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted stock granted | 1,750,000 | 1,750,000 |
Weighted average grant date fair value | $ 9.75 | $ 9.75 |
Unrecognized compensation expense | $ 11,600 | |
Weighted average period | 1 year 11 months 23 days | 2 years 2 months 19 days |
Common Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation expenses | $ 3,900 | |
Restricted Stock Unit [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average period | 2 years 8 months 19 days |
DEFINED CONTRIBUTION PLANS EX_2
DEFINED CONTRIBUTION PLANS EXPENSE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plans Expense | ||
Contribution plan expense | $ 5,200 | $ 5,500 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (20,889) | $ (29,738) | $ (85,382) | $ (70,526) |
Weighted average common shares outstanding | 74,473,741 | 72,335,952 | 72,782,773 | 64,509,718 |
Loss per share - basic and diluted | $ (0.28) | $ (0.41) | $ (1.17) | $ (1.09) |
Net loss | $ (20,889) | $ (29,738) |
NET LOSS PER SHARE (Details 1)
NET LOSS PER SHARE (Details 1) - shares | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Equity Option [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Anti-dilutive shares | 7,766,234 | 6,144,473 | 7,812,178 | [1] | 5,489,492 | [1] | ||
Restricted Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Anti-dilutive shares | 3,830,932 | 3,970,385 | 4,267,746 | 3,314,715 | ||||
Warrant [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Anti-dilutive shares | 21,145,000 | [2] | 21,145,000 | [2] | [3] | [3] | ||
Convertible Notes [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Anti-dilutive shares | 9,729,163 | [2] | 9,729,163 | [2] | [3] | [3] | ||
[1]If the Company had reported net income, the calculation of these per share amounts would have included the dilutive effect of these Common Stock equivalents using the treasury stock method for stock options.[2]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.[3]The Convertible Notes and Warrants referred to in Notes 13 and 17, respectively, were also excluded on an as converted basis because their effect would have been anti-dilutive. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax provision: | ||
Federal | ||
State | 1 | |
Foreign | (197) | (691) |
Total current | (197) | (690) |
Deferred tax provision: | ||
Federal | ||
State | ||
Total deferred | ||
Total income tax benefit | $ (197) | $ (690) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
UNITED KINGDOM | |
NOL Carryforwards | $ 272,875 |
Expiry Terms | Does not expire |
UNITED STATES | |
NOL Carryforwards | $ 228,737 |
Expiry Terms | Expires in up to 15 years |
U S One [Member] | |
NOL Carryforwards | $ 29,512 |
Expiry Terms | Does not expire |
AUSTRALIA | |
NOL Carryforwards | $ 5,225 |
Expiry Terms | Does not expire |
ISRAEL | |
NOL Carryforwards | $ 316,367 |
Expiry Terms | Does not expire |
FINLAND | |
NOL Carryforwards | $ 105 |
Expiry Terms | Expires in up to 6 years |
Other [Member] | |
NOL Carryforwards | $ 917 |
Expiry Terms | Expires in up to 4 years |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 180,491 | $ 154,210 |
Fixed assets | 2,714 | 2,037 |
R&D amortization | 7,928 | 6,613 |
Accruals and reserves | 17,585 | 10,813 |
R&D and other credits | 4,493 | 4,267 |
Share-based compensation | 8,143 | 2,645 |
Total deferred tax assets | 221,354 | 180,585 |
Intangible assets | (1,049) | (1,145) |
Total deferred tax liabilities | (1,049) | (1,145) |
Valuation allowance | (220,305) | (179,440) |
Total deferred tax assets, net |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Expected income tax benefit at U.S. rates | $ 17,971 | $ 14,713 | ||
Difference between U.S. rate and rates applicable to subsidiaries in other jurisdictions | 315 | 238 | ||
Expenditures not deductible for tax purposes | (118) | (198) | ||
Non-deductible officer compensation | (1,656) | |||
Tax rate changes outside the U.S. | 17,594 | |||
Fair market value changes | 1,701 | 1,590 | ||
Expiry of foreign taxable losses | 1,643 | (4,493) | ||
Other | 744 | 599 | ||
Valuation allowance on tax benefits | (40,869) | (11,817) | ||
UK R&D tax credits | 1,216 | 1,714 | ||
Income tax benefit | $ 7 | $ 159 | $ 197 | $ 690 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | |||
Income tax credit | $ 200 | $ 700 | |
Loss before tax | 85,600 | 71,200 | |
JAPAN | |||
Tax Credit Carryforward [Line Items] | |||
Income tax charge | 300 | 400 | |
INDIA | |||
Tax Credit Carryforward [Line Items] | |||
Income tax charge | 500 | 300 | |
Foreign Tax Authority [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Income tax charge | 100 | ||
UNITED STATES | |||
Tax Credit Carryforward [Line Items] | |||
Loss before tax | 24,000 | 30,700 | |
Research And Development Expenditure Credit [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credits claimed | $ 1,000 | $ 1,000 | $ 1,500 |
GEOGRAPHICAL INFORMATION (Detai
GEOGRAPHICAL INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue | $ 24,773 | $ 37,564 | $ 167,259 | $ 177,283 |
UNITED STATES | ||||
Total revenue | 65,778 | 50,298 | ||
Other North America And Canada [Member] | ||||
Total revenue | 7,135 | 920 | ||
North America [Member] | ||||
Total revenue | 72,913 | 51,218 | ||
INDIA | ||||
Total revenue | 27,883 | 38,822 | ||
JAPAN | ||||
Total revenue | 43,904 | 61,757 | ||
Other Asia [Member] | ||||
Total revenue | 1,450 | 3,841 | ||
Asia [Member] | ||||
Total revenue | 73,237 | 104,420 | ||
Europe [Member] | ||||
Total revenue | 11,650 | 5,749 | ||
Africa [Member] | ||||
Total revenue | 6,370 | 8,607 | ||
Latin America [Member] | ||||
Total revenue | $ 3,089 | $ 7,289 |
GEOGRAPHICAL INFORMATION (Det_2
GEOGRAPHICAL INFORMATION (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before income tax | $ (20,971) | $ (29,841) | $ (85,579) | $ (71,216) |
Net loss | $ (20,889) | $ (29,738) | (85,382) | (70,526) |
UNITED STATES | ||||
Loss before income tax | (23,113) | (31,889) | ||
Net loss | (23,112) | (31,890) | ||
Foreign [Member] | ||||
Loss before income tax | (62,466) | (39,327) | ||
Net loss | $ (62,270) | $ (38,636) |
GEOGRAPHICAL INFORMATION (Det_3
GEOGRAPHICAL INFORMATION (Details 2) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment, net | $ 5,972 | $ 7,351 | $ 7,741 |
Other non-current assets | $ 20,160 | 3,407 | 3,942 |
Total long-lived assets | 10,758 | 11,683 | |
Total assets, net | 125,095 | 195,499 | |
UNITED STATES | |||
Property, plant and equipment, net | 1,126 | 1,150 | |
Other non-current assets | 107 | 102 | |
Total assets, net | 81,317 | 140,057 | |
Asia [Member] | |||
Property, plant and equipment, net | 1,293 | 1,193 | |
Total assets, net | 5,661 | 20,629 | |
Europe [Member] | |||
Property, plant and equipment, net | 898 | 1,105 | |
Other non-current assets | 137 | 151 | |
Total assets, net | 9,833 | 10,723 | |
Middle East [Member] | |||
Property, plant and equipment, net | 4,022 | 4,276 | |
Other non-current assets | 3,163 | 3,689 | |
Total assets, net | 28,171 | 23,945 | |
Other [Member] | |||
Property, plant and equipment, net | 12 | 17 | |
Total assets, net | $ 113 | $ 145 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 07, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable from related parties | $ 400 | $ 400 | |||
Accounts payable to related party | 5,500 | 12,100 | |||
Accounts receivable from related parties | $ 500 | 400 | |||
Accounts payable to related party | 3,800 | 5,500 | |||
Another Stockholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party | 26,800 | 38,400 | |||
Accounts receivable from related parties | 4,500 | 11,500 | |||
Revenue from related party | 8,700 | $ 7,300 | |||
Accounts receivable from related parties | 8,500 | 4,500 | |||
Legacy Airspan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party | 200 | ||||
Accounts receivable from related parties | 0 | 400 | |||
Revenue from related party | $ 400 | $ 100 | |||
Dense Air [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party | $ 52 | $ 1,200 | |||
Revenue from related party | $ 52 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Note receivable | $ 87 |
VALUATION AND QUALIFYING ACCO_3
VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | ||
Allowance for doubtful accounts, beginning balance | $ 309 | $ 374 |
Additions Charged to Costs and Expenses for doubful accounts | 810 | 288 |
Write-offs/Other for doubful accounts | (472) | (353) |
Allowance for doubtful accounts, ending balance | 647 | 309 |
Reserve for inventory valuation, beginning balance | 13,068 | 13,204 |
Additions Charged to Costs and Expenses for inventory valuation | 1,502 | 1,817 |
Write-offs/Other for inventory valuation | (3,544) | (1,953) |
Reserve for inventory valuation, ending balance | $ 11,026 | $ 13,068 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) | Mar. 08, 2023 USD ($) |
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Mimosa And Radisys Corporation [Member] | |
Subsequent Event [Line Items] | |
Aggregate purchase price | $ 60,000,000 |
BUSINESS (Details Narrative)
BUSINESS (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Purchase price | $ 60,000 |
BASIS OF PRESENTATION AND ACC_3
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Assets, Current | $ 74,400 | $ 89,700 | ||
Liabilities, Current | 201,700 | 198,700 | ||
Cash flow from operating activities | 2,400 | 47,200 | ||
Accounts Receivable [Member] | Three Customers [Member] | ||||
Product Information [Line Items] | ||||
Accounts Receivable, after Allowance for Credit Loss | $ 25,200 | $ 25,000 | $ 39,800 | |
Accounts Receivable [Member] | Two Customers [Member] | ||||
Product Information [Line Items] | ||||
Accounts Receivable, after Allowance for Credit Loss | $ 29,800 | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Non Us Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration credit risk | 83.60% | 66.90% | 61% | 72% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration credit risk | 78.40% | 54% | 69% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration credit risk | 59.80% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration credit risk | 70.50% | 73.10% | 61% | 63% |
Sales [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration credit risk | 10% | 10% | ||
Sales [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration credit risk | 10% | 10% | ||
Resale Of Goods [Member] | Customer Concentration Risk [Member] | Five Suppliers [Member] | ||||
Product Information [Line Items] | ||||
Concentration credit risk | 71.70% | 88.10% | 87% | 93% |
HELD FOR SALE (Details)
HELD FOR SALE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Accounts receivable, net of allowance of $103 and $123 as of March 31, 2023 and December 31, 2022, respectively | $ 24,753 | $ 46,565 | $ 57,980 |
Inventory | 15,802 | 18,556 | 17,217 |
Prepaid expenses and other current assets | 17,907 | 17,289 | 18,833 |
Total current assets | 74,370 | 89,697 | 157,152 |
Property, plant and equipment, net | 5,972 | 7,351 | 7,741 |
Goodwill | 13,641 | 13,641 | |
Intangible assets, net | 5,302 | 6,438 | |
Right-of-use assets, net | 4,230 | 5,697 | 6,585 |
Other non-current assets | 20,160 | 3,407 | 3,942 |
Total assets | 125,523 | 125,095 | 195,499 |
Current liabilities: | |||
Accounts payable | 16,957 | 26,173 | 29,709 |
Accrued expenses and other current liabilities | 30,401 | 32,243 | 26,967 |
Deferred revenue | 1,957 | 2,892 | 2,902 |
Total current liabilities | 201,731 | 198,671 | 73,617 |
Other long-term liabilities | 6,408 | 7,223 | 20,924 |
Total liabilities | 225,433 | 205,894 | 211,751 |
Total liabilities and stockholders’ deficit | 125,523 | 125,095 | $ 195,499 |
Mimosa [Member] | |||
Current assets: | |||
Accounts receivable, net of allowance of $103 and $123 as of March 31, 2023 and December 31, 2022, respectively | 7,420 | 7,413 | |
Inventory | 4,941 | 3,759 | |
Prepaid expenses and other current assets | 231 | 410 | |
Total current assets | 12,592 | 11,582 | |
Property, plant and equipment, net | 1,084 | 1,107 | |
Goodwill | 13,641 | 13,641 | |
Intangible assets, net | 5,113 | 5,302 | |
Right-of-use assets, net | 845 | 916 | |
Other non-current assets | 108 | 109 | |
Total assets | 33,383 | 32,657 | |
Current liabilities: | |||
Accounts payable | 10,105 | 5,545 | |
Accrued expenses and other current liabilities | 1,587 | 1,517 | |
Deferred revenue | 271 | 253 | |
Total current liabilities | 11,963 | 7,315 | |
Other long-term liabilities | 17,294 | 21,103 | |
Total liabilities | 29,257 | 28,418 | |
Total liabilities and stockholders’ deficit | $ 33,383 | $ 32,657 |
HELD FOR SALE (Details Narrativ
HELD FOR SALE (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Held For Sale | |
Purchase price | $ 60,000 |
LOSS PER SHARE (Details Narrati
LOSS PER SHARE (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Earnings Per Share [Abstract] | ||
Equity method investments | $ 0 | $ 0 |